MARKETPLACE HOME MORTGAGE - WEBDIGS, LLC
MEMBER CONTROL AGREEMENT
THIS MEMBER CONTROL AGREEMENT is made effective as of the 1st day of August, 2008,
by and among each of the undersigned:
R E C I T A L S
WHEREAS , the undersigned constitute all of the current members of Marketplace Home Mortgage -
Webdigs, LLC, a Minnesota limited liability company; and
WHEREAS , Section 322B.37 of the Minnesota limited liability company Act authorizes a "Member
Control Agreement" as defined therein;
WHEREAS , each of the undersigned wishes to enter into such an agreement; and
NOW, THEREFORE , each of the undersigned agrees as follows:
Section 1.01 Definitions . The terms defined in this Article I (except as may be otherwise expressly
provided in this Agreement or unless the context otherwise requires) shall, for all purposes of this Agreement,
have the following respective meanings:
" Act " means the Minnesota Limited Liability Company Act contained in Minnesota Statutes, §
" Agreement " means this Member Control Agreement as hereafter amended from time to time,
including any schedules to the Agreement.
" Board " or " Board of Governors " means the board of governors of the Company.
" Capital Account " means the account of a Member which is maintained in accordance with the
provisions of Section 3.07 hereof.
" Code " means the Internal Revenue Code of 1986, as amended and any successor
thereto. Any reference herein to specific sections of the Code shall be deemed to include a reference to any
corresponding provisions of future law.
" Company " means Marketplace Home Mortgage – Webdigs, LLC a Minnesota limited
" Distribution " means the distributions to the Members of cash or other assets of the Company
made from time to time pursuant to the provisions of this Agreement.
" Estimated Member Tax Liability " means 100% of the taxable income and gains of the