Operating Agreement
THIS OPERA'1'1NG ACrREEMENT is dated as of the 18 day of March 2009 by and among PCRDY
PARTNERS, LLC, a Florida limited liability company and 1849 PURDY PARTNERS, LLC, a Florida limited
liability company, and those other persons, if any, who from time to time become parties to or are otherwise
bound by this Agreement as provided herein.
PURDY PARTI~RS, LLC, and 1849 PURDY PARTNERS, LLC, desiring to form a limited liability
company for the purposes set forth in this Agreement, hereby agrees as follows:
ARTZCZ.a; 1
DEPIA-ED TERMS
1.1 "AcC means the Florida Limited Liability Company Act, as amended from time to time.
12 "Adiusted Canita,~,gcount Balance" means, with respect to each Member, such Member's Capital
Acwunt balance maintained in aceotdemce with this Agreement, as of the end of the relevant fiscal year of the
Company, after giving effect to the following adjustmettts:
{a) Credit to such Capital Accoutre of such Member's share of minimum gain determined in
accordance with Regulations Sections ?.704-2{gxl) and 1.704.2(1)(5); and
{b) Debit to such Capital Account of the items described in Regulations Section 1.704-
1(b)(2Xi~(dx4), (~ and (~~
The foregoing definition of "Adjusted Capital Account Balance" is intended to comply with the provisioru of
Regulations Sections 1.704-t(bx2)(iixd) and 1.704-2, and shall be interpreted consistently tkterewiflt.
1.3 ^Affiliate" means, with respect to any Person, eery other person that, directly or indirectly,
controls, is under common control with, or is controlled by that Person. For purposes of this definition, "control"
(including, with correlative meaning, the terms "controlled by" and "under common control wilt["), as used with
respect to any Person, shall mean the possession, duectly or indirectly, of the power to direct and cease the
direction of the management and policies of such Person, whether thmugfi the ownership of voting securities, by
contract or otherwise.
1.4 "A~reement" means this Operating Agreement of BAY ROAR PARTNERS, LLC, and all
amendments thereto.
1.5 'etas" means the Articles of Organixatlan of BAY ROAD PARTNERS, LLC, as amended
from time to timq as filed in accordance with the Act.
OPERATTNG AGREF.ivf£NT-Bsy Road Pa.-h~crs, ILC (Manager Managed, Any Lawful Poepose)
As oJMarch 18, 2009
OPERATING AGREEDLENT
(Manager Managed)
BAY ROAD PARTtiERS, LLC
A Florida Limited Liability Company
t .6 "C,~pa ital Account" means, with respect to each Member, the Capital Account maintained for such
Member in accordance wide the fallowing provisions:
(a) To each Member's Capital Account there shall be credited such Ivfember"s Capital Contributions,
such Mtmbet's distributive share of profits and the amount of any Company liabilities assumed by such Member
or which are secured by any Property distributed to such Member by the Company.
(b) To each Member's Capital Account there shall be debited the amount of cash and the Gross Asset
Value of any property distributed to such Member pursuant to any provision of this Agreement, and such
Member's distributive share of Losses.
(c) In the event all or a portion of a Members Membership Irterost is transferrrd in accordance with
the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extant it
relates to the transferred Membership Interest.
(d) In determining the amount of any liability for purposes of the foregoing subparagraph (a), there
shall be taken mto account Code Suction 752(c) and any other applicable provisions of the Code and Regulations.
The foregoing provisions and the other provisions of this Agreement relating to the maintenance; of
Capital Accounts are intended to comply with Regulations Sections 1.704-](b) and 1.1042, and shall be
interpreted and applied in a manner consistent with such Regulations. In the evert the Manager shall reasonably
detemline that it is pnrdcnt to modify the manner in which the Capital Accounts, or any debits or credits thereto,
are computed in ardor to comply with such Regulations, the Manager may make such modification; rout that
such modification is not likely to have a material effect on the amount distributed to a~ Member pursuant to
Article 10 hereof upon the liquidation of the Company.
1.7 "vital Contributions" means the aggregate amount of cash and Gross Asset Value of property
(less the amount of indebtedness, if any, of such Member which is assumed by the Company and/or the amount of
indebtedness, if any, to which such property is subject, as of the date of contribution, without regard to the
provisions of Code Section 7701(g)) contributed by a Member to dre capital of the Compaq.
1.8 "Cash Flow" means, far arty period, the amount by which (a) the gross cash receipts of the
Company from any source for such period (inchrding but not limited ta, Capital Cortrbutions, loess,
distributions received by the Company in respa:t of any stock, partnership imerest or other equity merest owned
by the Company, and proceeds from the sale, financatg, refinancing or otber disposition of all or any portion of
the Company property), excel (b) the sum of (i) the aggregate cash disbursements for such period (including, but
not ]'urrited to, Company administrative costs, reimbursements paid to the Manager in respect of his day-[D-day
management activities hereunder, principal and interest payable on Company debt and caprtal oxpeaditures), and
(ii) amounts previously set aside as reserves ea determined by the Manager in his discretion.
1.9 "~" means the internal Revenue Code of 1986, as amended (or any corresponding provision
of succeeding law).
1.10 "Cum "means the limited liability company known as BAY ROAD PAR1T'ERS, LLC, as
sai6 Company may from time to time be constituted.
1.11 "Cartsent" means the prior written consent or approval of a person to do the act or thing for which
the consent or approval is solicited, or the act of granting such consem or approval as the context [nay require.
1.12 "__ iation" means, for each fiscal year or other period, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable with respect to an asset for such year or other period,
except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such year or other period, Depreciation shall be as amouai which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation, amortization or odrer cost recovery
deduction for such year or other period bears to such beginning adjusted tax basis; Drovided. however that if the
federal income tax depreciation, amortization or other cost recovery deduction from such year or other period is
zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable
method selected by the Manager.
1.13 "Gross Asset Value" means, with respect to any asset, the assefs adjusted basis for federal
income tax purposes, except as folbws:
OPERA; ING AGRP.6tvffiNI'-Bay Road Partners, L[.C (Manager Managed, Arry Law1111 Purpose)
As of March /8, 2009
(a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the
gross fair market valae of such asset, as detertined by the corttribu[ing Member and the Managers;
(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross
fair market values, as reasonably determined by the Manager, as of the following times: (i) the acquisRion of an
additional interest in the Company by nay new or existing Member in exchange for more than a de mini '
capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of
Company assets, including money, as consideration for an interest in the Company; and (iii) the liquidation of the
Company within the meaning of Regulations Section 1.704-1(bx2Xiixg);p^ovided, owever thffi adjustments
pursuant m the preceding clauses (i) and (ii) shall be made only if the Manager reasonably determines that such
adjustinents are necessary or appropriate to rcllect the relative economic mterests of the Members in the
Company;
(c) The Gross Asset Value of any Company asset distributed to any' Member shall be the gross fair
market value of such asset on the date of distribution; and
(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any
adjustments to the adjusted basis of such assds pursuant to Cade Sxtion 734(b) or Code Section 793(b), but only
to the extent that such adjustments err taken imo accottttt in determining Capital Accounts pursuant to
Regulations Section 1.704-1tbx2xivxm) and the defutition of "Capital Acc:ounY' herein.
if the Gross Asset Value of an asset has been determined or adjusted pursuant to of the foregoing
subparagraphs (a), (b) or (d) of this Sectiun, such Groan Asset Value shall thereafter be adjusted by the
lkprecration taken mto account with reaped to such asset for purposes of computing Profits and Losses.
1.14 " fanaea_r" means the Person or Persons designated or appointed as Maaagcr pursuant to this
Agreement, and any other Person who bceomes a successor or additional Manager of tha Company pursuant to
Otis Agreement There may be more than one Manager. The terms "Manager'° shall mean any Manager.
1.15 "fir" means airy Person who is designated as a Member on Exhibit "A" m this Agreement at
the time of reference thereto and who is acting in such Petsoa's capacity se a Member of the Company and any
other Persons who from time 1b time become parties to or are otherv~nse bound by this Agreement as Members.
1.16 "Mem ershi tie means the entire ownership interest (which may be expr~assed as a
percentage) of a Member in the Company ffi any particular rime, including the right of such Member to any end
all benefits to which a Member may be entitled pursuant to this Agtrcmerrt and under the Ad, together with all
obligations of such Member to comply with the terms and provisions of this Agreement and the Act
1,17 "Y~ ice" moans a writing, containing the information required by this Agreemem to be
wmmunicatecl to any Person, and given or delivered in accordance with the requirements of this Agreement.
1.18 "Person" means arty individual, partnership, limited liability company, corporation, bust, estate or
other errtity.
1.19 ofit "and ' ~" means, for each fiscal year or other period, an amount equal to the
Company's taxable income or loss for sash year or period, determined in accordance with Code Section 703(a)
(for this purpose, all items of income, gain, loss or deduction required w be stated separately pwsuam to Code
Suction 7O3(axl) shall be included in taxable income or loss), with the following adjustments:
(a) A~ income of the Company that is exempt from federal income mx and not otherwise taken into
account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss;
(b) Any expenditures of the Company described in Cade Section 7O5(a)(2)(B), or treated as Code
Section 705(a)(2xB) expenditures pursuant to Regulations Section 1.704-t(bX2)(ivXi), and not otherwise taken
into accoum in computing Profits or Losses pwsuaat to this definition shall be subtracted from such taxable
income or loss;
(c) In the event the Gross Asses V slue of any Company assn is adjusted pursuant to subparagraph (b)
or (d) of Section 1.13 hereof, the amount of such adjustment shall be taken into account as gain or loss from the
disposition of such asset for purposes of computing Profits or Losses;
3
OPERATIIv6 AGREE'MA`1'r-Bry Road Partners, LLC (Mmager ~tanaged> AnY Lawtlrl Purpose)
As of March l8, 2009
(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the
property disposed of notwithstanding that the adjusted tax basis of such property differs from its Gross Asset
Value; and
(e) Depreciation shall be taken into account for such fiscal year or other period in computing such
taxable income or loss, in lieu of the depreciation, amortization and other cost recovery deductions that otherwise
maybe taken into accouirt in the absence of Section 1.12.
120 "Purchase Oation Ev "means any one of more of the events or conditions descn'bed in Secdon
10.1(a).
1.2I "Regulations" means the Unified States Treasury Regulations, az amended from tithe to time.
ARTICLE 2
THE COMPANY
2.1 motion and Name. The Mecobers agree to the fomtation of a limited liabi7iiy company under
the name BAX ROAD PARTNERS, LLC pursuatt to the provisions of the Act and tfiis Agreement and have
caused the Articles to be prepared, executed and filed with the Secretary of Sffite of the State of Florida.
2.2 ose. The Company has been organized to engagn in the transaction of any and all lawful
businesses or activities which a limited liability company may carry on under the Act and the laws of any other
jurisdiction in which the Company is so engaged.
2.3 Principal Registered Place of Business. The principal and registered place of business of the
Company shall be 230 5`" Street, Miami Beach, FL 33139, or such other place or places as the Members shall
from time to time select by Notice to the Manager.
2.4 jegistered Agent. The Company's registered agent shall be the Person designated by the
Manager from time to time to serve in that capacity in accordance with the perms of the Act The initial Registered
Agent is Charles Ratner, PA., 214 Brazilian Avenue, Suite 200, Palm Beach, FL 33480.
2.5 ~* ni ~fication in Additional Jurisdictions. The Manager is authori~.ed to qualify the Company to
do business in any jurisdiction in which such qualrfiration is deemed by the Manager ac necessary or desirable in
carrying out the Company's business, and pursuant thereto, do appoint a registered agent and to establish a
registered office in such junsdiction, and to cause the Company to operate in such jurisdiction under another
Hama selected by the Manager, in compliance with the assumed name statute of such jurisdiction, if the Company
is not allowed under the laws of such jurisdiction to operate under the name BAY ROAD PARTNERS, LLC.
ARTICLE 3
CONTRIBUTIONS BY TIIE MEA4BFRS
3.1 itial ital of the Comaanv. Contemporaneously with the execution of this Agrcement, each
of the Members shall make an initial Capital Contribution to the Company of the cash and/or property set forth on
Exhibit "A' hereto. In exchange therefor, each Member shall receive a Membership Interest equal to the
petceittage of the aggregate Membership Interests of the Cotiipany set forth nn Exhibit "A"hereto.
3.2 1`jQAdditional Capital Contributions. No Member shall be required to make an additional Capital
Contribution Lo the Company.
3.3 Limitation on Withdrawal of Cealtal. Except as expressly provided in this Agreement, no
Member (a) shall have the right to withdraw or receive any return on such Member's contributions or a claim to
any Company capital prior to terminafion of the Company pursuant to Article 10 hereof, (b) shall have any right
to demand and receive property other than cash in rerun for such'-`~Sember's contributions, or (c) shall be liable to
any other Member for the renim of such Member's contributions to the Company, or any portion thereof (except
as otherwise expressly required under the Act), it being expressly understood that such return shall be made solely
4
OPERATING AGREEMF.N'C-t3ay Road Partaeta, LLC (Maaaaer1Qenaged, Any LawLUI Puryose)
As of March 78, 2009
from Company assets.
ARTICLE 4
C_s~ITAL ACCOL'NTS• PROFITS AND LOSSES: DI$~'~IBUTIONS
4.1 Genital Accounts. The Company shall establish and maintain a Capital Accourtt for each
Member.
4.2 All of Profiu an~Losses.
(a) Profiu. Profifs of the Company shall be allocated among the Members as follows:
(~ First, to each Member pLg ~ and in proportion to the cumulative Losses, if any, allocated to
such Member pursuant to Section 42(bxii) hereof utrti the cumulative Profits allocated to such Member under
this Section 4.2(axi) equals the cumulative Losses allocated to such Member under Section 4.2(bxa) hereof
(ii) Thee., the balance, if any, to the Members in axordance with their respective Membership
Interests.
(b) Lasses. Losses ofthe Company shall be allocated to dte Members ss follows:
(i) First, to the Members in accordance with their respective Membership Interests; provided.
howev ,that no Member shall be allocated Losses in excess of his or her Adjusud Capital Account Balance,
detrxmined immediately prior to the allocation provided for in this Section 4.2(bxi); and
(ii) Then, to the extent any Losses allocated to a Member pursuant m Section 4.2(b)(i) would, but for
the proviso contained therein, exceed a Member's Adjusted Capita! Account Balance, such Losses shall be
allocated fuel to the other Members in proportion to, and to the extent of, their respective Adjusted Capital
Account Balances, and then to arry Member guaranteeing debt of the Cotnpa~, making loans to the Company or
otherwise having liability for Company debt, in proportion to the debt guararneed, the loans made or the amoum
of such liability.
4.3 Reallocation by Manarter. The allocation of Profits and Losses in Section 42 is iatonded m have
substantial economic effort within the meaning of Regulations Section 1.704-1(6)(2) ar be in accordance with the
Members' interests in the Campmry within the meaning of Regulations Section 1.704-1(6x4). If subsequem
events (including, but not limited tq nonrecourse borrowing by the Company or a loan by a Member to the
Company) eanse, in the reasonable opinion of the Manager, the Section 4.2 allocations to have neither substantial
economic effect nor be in accordance with the Members' interests in the Comparrv, the Manager may (a) allocate
the income, gain, loss, deduction and credit of the Company so that such allocations are in accordance with the
Members' Membership Interests; or (b) make such other modifications to this Agreement (including, but not
limited to, the addition of minimum gain chargeback, qualified income offset and other special allocation
provisions specified in Regulations Sections 1.704-2 or 1.704-1(b)) ffiat are ncces~ry in the reasonable opinion of
the Manager to cause such allocations to have substantial economic effect within the meaning of Regulations
Section 1.7041(6x2).
4.4 Tax Allocations. Fxcepi as otherwise provided in this Agrcement, all items of income, gain, loss
and deduction s6s11 be allocated, for federal and state income tax purposes, among the Members in the same
tnanner as the corresponding items of income, gain, loss and deduction are allocated for purposes of maintaining
the Capital Account of each of the Members.
4,$ tin 7 c All aeons. In accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss and deduction with respect m any property contributed to the capital of the
Company stall, solely for tax purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for fedora] income tax purposes end it4 initial Gross
Asset Value, including, but not limited to, special allocations to a cetm-ibuting Member thai are required under
Code Sidon 704(c) to ba made upon dism'bution of such property to any of the nonconm'buting Members. Zn the
event the Gross Asset Value of any property of the Company is adjusted pursuant to subparagraph (b) of Section
1.13, subsequent allocations of income, gain, loss and deduction with respell to such property shall take account
of any variation between the adjusted basis of such pproperty for federal income tax purposes and its Gross Asset
Value in the same manner es under Coda Section 704(c) and the Regulations thereunder. Arty elections or other
decisions relating to such allocations shall be made by the Manager in any manner that reasonably refects the
OPERATING AGREEMENT-Hay Road Partners, LLC (Manager Managed, Azy Leevful Purpose)
As of Mamt~ 18, 2009
purpose and intention of this Agreement. Allocations pursuant to this Section 4.5 era solely far purposes of
federal, state and teal taxes and shall not affect, err in any way ba ffiken into account in computing, a Member's
Capital Account or share of Profits or Losses, other items or distributions pursuant m any provision of this
Agrcement.
4.6 Amounts and Timing of Distribution of Cash Flow, If the Manager determines in his discretion
that Cash Flow (or any portion thereof) is available for distrib.uion and that such Cash Flow (or portion thereof)
should be distributed ro the Members, such Cash Flow (or portion thereof) shall be distributed by the Company to
the Members in accordance with their respective Membership Interests.
4.7 Distributions on Liquidation. Notw7thstandmg anything to the contrary in this Article 4, if a sale,
refinancing or other disposition is incident to of results in the liquidation of the Company, any Cash Flow realized
therefrom shall be allocated and distributed in at:cordance with the teens of Article 10.
ARTICLE 5
MANAGEIYIEN'I'
5.1 Initial Manaeen. The management of the Company's basness shall be vested in two Co-
Managers unless a greater number of Managers shall be fixed from time to time by action of the Members. The
initial Managers shall be SCOTT ROBINS and PHILIP LEVINE. No Manager shall take any action in
connection with the Company without the unanimous written consent of the Members or pursuant tiu a signed
direction letter from all Members. Any Manager not designated in this Agreement shall be appointed by the
affirmative vote of the Members. A Manager shall hold office until his death, removal, or resignation. Any
Manager who is also a Member may interchangedly use the title "Manager" or "Managing MembeF'.
52 Management Authority.
(a) Except as otherwise authorized in this Agreeme~, all management decisions of the Company
(including, without limitation, any actions or votes taken by or on behalf of the Company in respect of any equity
interest held by the Company in another entity) shall'oe made by the Managers, who shall be responsible for the
conduct of the business of the Competry, subject to the prcntisions of this Agreement and the Act. The Managers
shall have all of the rights, powers, duties and obligations of managers as provided in the Act, and as otherwise
provided by law, and any action taken by the :Managers, not otherwise m violation of the Act or this Agreement,
shall constitute the act of end serve to bind the Company. As used in this Agrcement, the term "Manager" shall
mean each singular Manager and the plural Co-Managers, as logically applicable. The sip~ature of only one
Manager shall be sufficient to bind the Company, and each Manager may take any action without the joint
approval of the otter Manager, provided that the Manager shall not act without the consent of the Members.
(b) Without in any manner limiting the grant of authority to the Manager pursuant to Section 52(a),
except as otherwise provided in this Agreemetrt, the Manager shall have the broadest possible authority to manage
the business end affairs of the Company, mcludmg, withoot limitaiioty the power and authority to perform any
and all of the following on behalf of the Comparry:
(i) To acquire property from any Person (whether or not such Person u affiliated or conneMed with
the Manager or any Member);
(ii) Ta borrow money for the Company from banks, other lending institutions, Members or their
Affiliates, all on such terms as the Manager dctern,ines, and in connection therewith, to hypothecate, grant
security interests in and otherwise encumber the assets of the Company to repay such borrowed sums;
(iii) To purchase liability and other insurance to protect the Company's property and business;
(iv) To hold and own and/or lease teal and personal property in the name of the Company;
(v) To invest Company funds in any investment determined appropriate by the Manager;
(vi) To sell or otherwise dispose of all or any portion of a~ property of the Company;
(vii) To authorize any employee or agent of the Company to execute on behalf of the Company all
instruments and dtwwnents, including, ~vtthout limitation, checks, drafts, notes and other negotiable instruments,
6
OPERATING AGREHMENT-Bay Road Parmers, I,LC (MxneSg' M~~ AnY Lawtul Yuryc>sc)
As Of March 18, ?A09
mortgages or deeds of trusts, financing statements and documents providing for the acquisition, disposition or
mortgage of properly of the Company;
(viii) To employ accountants, legal counsel, managing agents or other experts to perform services for
the Company (whether or not affiliated or connected with the Mager or a Member);
(ix) To make any and all determinations with respect to the manger in which the Company votes any
stock interest, partnership interest or other equity interest held by the Company, on any matter on which the
Company possesses a right Td vote; and
(x) To do and perform all other acts as may be necessary or appropriate to the conduct of the
Compaty's business.
(c) The Manager shall only receive such compensation from the Company in consideration for
perforating their managemont duties and responsibilities hereunder as the Members may approve from time to
time m writing. Nohvithstandiag the foregoing, any and all reasonable expenses incurred by the Manager in
cormecrion with the operation or affairs of the Company shall be reimbursed by the Company as appropriate.
(d) Only the Manager and the officers and agents of the Company authorized by the Manager shall
have the authority to bind the Company. The Manager is an agent ofihe Company for the purpose of its business,
and the act of the Manager, including the execution in the Company's name of any instrument for apparently
carrying on in dte usual way the business of ffie Company, binds the Company, unless such ad is in co~•avention
of the Articles or this Agreement or any agreement between the Mattager and the Company or unless the Manager
so acting otherwise lacks the authority to act for the Company and the Person with whom he is dealing has
knowledge of the fact that he has no such authority. Any Manager acting without tho requisite authority shall be
liable for any damages or IiabiGties arising with respect to such action unless the Manager can show that he
reasonably believed after due inquiry that such action was authorized.
5.3 Limitation on Liability. The Manager shall perform his duties as the Manager in good faith; in a
manner he reasonably believes to be in the best interest of the Company and the Members, and with such care as
an ordinarily prudant person in a like position would use ender similar circumstaaccs. A person who so performs
his duties shall not have any liability by reason of being m having been a Manager of the Company. The
Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or a~ Member
for any action taken or failure to act on behalf of the Company wtthin the scope of authority conferred on the
Manager under this Agreement or the Act, except where the clam at issue is based on the fraud, gross negligence
or bad faith of the Manager.
5.4 Indemnification by Compares. The Company shall indemnify the Manager for all costs, losses,
liabilities and damages paid or incurred by such Person to connection with the business of the Company nt the
fullest extern provided or penmitted by the Act and the other laws of the State of Florida
55 Removal of the Manager. Tha Mana~,er may be removed with or without cause by vote of the
Members, but such removal shall be without prejudice to any contract rights the Manager may have. Any
removal of the Manager shall become effective on such date as may be specified by the Member voting in favor
thereof. Should the Manager be removed who is also a Member, such Member will continae to participate in the
Company as a Member and enjoy the burdens and benefits of his Membership Interest.
5.6 Resignation of the Manager. T'he Manager may resign at any time by giving Notice to the
Members. The resignation of the Manager shall take effect upon receipt of such Norco or at such later date as
specified in such Notice. The acceptance of the resignatioa of the Manager shall not be necessary to make such
resignation effective. The resignation of the Manager who is also a Member shelf not affect the Managefs rights
as a Member and shall not constitute a withdrawal of the Member.
5.7 A in e t o New Mena er. If a vacancy in the office of Manager occurs, the Members shall
designate a Person to serve as the Manager to fill such vacancy. In the event the Members fail to appoint a Person
to serve as a Manager to fill such vacancy, management of the Company shalt be vested in the Members.
OPERATING AORirEMENT-Bay Road Partners,l.I.C (Manager Managed, My LawtL; Putpo~se)
As of March 18, 7A09
ARTICLE 6
MEMBERS
6.1 owen of Member. The power of the Members shall include but not be limited to:
(a) the right and power bD elect and remove the Manager as provided in Article 5;
tb) the power to amend the Articles e~ this Agreement provided that such amendment complies
with the Ad;
(c) Ure power to approve or disapprove the issuance of additional Membexsltip hnterests for sale to
then existing Members or new subscn'bers; and
(d) the power to dissolve the Company by thn approval of all of the Member.
6.2 Partition. While tfie Company remains in effect or is contauod, each Member waives its rights to
have any Company property partitioned, or to file a complaint or to institute any suit, action or proceeding at law
or in equity to have any Company property partitioned, and each Member, on behalf of itself, its successors and
its assigns hereby waives any such right.
6.3 Resignation. A Member may not withdraw or resign from the Company.
6.4 Authority. Except as expressly authorized in this Agreement, no Membor shall take any action as
a Member to bind the Company, cad each Member shall indemnify tho Company for any costs or damages
incurred by the Company as the result of the unauthorized action of such Member.
6S Maiorlty Vote. An affirmative vote or consent by or on behalf of the Member possessing more
than fifty percent (50%) of the Memberhip htterests shall be requirod to approve or disapprove any matter on
which the Member are entitled or required to decide, except as otherwise provided in this Agreement or the Act..
AnyUring contained herein to the conttary notwithstanding, in all evert the following ("Major
Decisions") shall require such affirmative vote in writing by or on behalf of the Member possessing more than
fifty percent (50%) of the Membership Interests: (i) Any agrcemerrt to sell, lease or mortgage or otherwise lice
a~ teal or personal property owned by the Company; (ii) Any change to the Company's purpose or business as
set forth harem; and (ur) Any admission of a new Member to the Company, other then as otherwise expressly
permitted in this Agteemart.
ARTICLE T
TR_ntvcACTION& OTHF'RACTIVIT 'S
7. I Transactions Between a Member or Manager and the Company. Except as otherwise limited by
applicable law, any Member or Manager may, but shall not be obligated to, lend money to thn Company, act as
surety for dte Company and transact other business with the Company, upon the requisite vote of the Member,
and shall have the same rights and obligations when transacting business with the Company as a person or entity
who is not a Member or Manager.
7,2 Ruc'necc Pursuits of Member and Manager. Except as otherwise provided in mry other written
agreement by which a Member or Manager may be bound, the Manager and any Member may engage in other
business activities as ~etmitted by this Agreement and shalt be obligated by reason of this Agreement to devote
only as much of his trme to the Company's business as shall be reasonably required in light of the Companry's
business and objectives and the responsibilities undertaken or assigned to the Manager and/or Member. Except as
otherwise provided in this Agreemem or in any other written agrrment by which any Member or Manager may
be bound, this Agreement shall not preclude or 1 imit in any respect the tight of any Member or Manager to engage
in or invest in any business activity of any nature or description, whether or not competitive with the business of
the Company. Any such pcrtuitted activn may be engaged in independently or wrth other Members or the
Manager. No Member shall have the right, by virtue of the Articles, this Agreement or the relationship created
hereby to any interest in such outer permitted vemrues or activities or to the income or proceeds derived
therefrom, Except as otherwise provided in this Agreement or in any other written agreement by which any
Member or Manager may be bound, the pursuit of such permitted venttaes shall not be deemed wrongful or
OPERATLYG AGREEMENT-Bay Road Partners, LLC (MmattcT M+u~eged, Any LawNl Putyosc)
As ofMarch 18, 2009
improper and any Member or Manager shall have the right to participate in or to recommend to others any
investment opportunity.
7.3 Reimbursemem. Tho Company shall reimburse the Members and Managcr for all incremental
out-of-pocket expenses reasonably incumd and paid by any of them in the organization andu~peration of the
Company, and such other expenses as may be authorized by the Manager or the Members, inc d by a Manager
or Member in the conduct of the Company's business. Such expenses shall not include any experses incurrod in
connection with a Member's exercise of its rights as a Member apart from the authorized conduct of the
Company's btsiness on its behalf Such reimbursements shall be treated as expenses of the Company and shall
not be doomed to constitute distributions to any Member of profit, loss or capita[ of the Comparty,
7.4 execution of Contacts. The Members may authorize the Manager, officer, or agent to ewer into
any contract or exocute and deliver any instrument in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances.
7.S Votin~Securities Hold by the Company. Unless otherwise ordered by Members, the Manager
shall have full power and authority on behalf of the Company to attend, act, and vote at any meetings of security
holders of corporations in which the Company may hold securities, and at such meetings or otherwise shell
possess and exorcise any and all rights and powers inctderrt to the ownership of such securities. The war and
authority to attend, act, and vote at meetings shall include the power and authority to consent, on behalf of the
Company, with respect to securities of other corporations held by the Company.
ARTICLE 8
FicCAL YEAR• BOOKS AND RECORDS: BANK ACCOUNTS
8.1 Bank Accounts. The funds of the Company shall be deposited in such federally insured bank
account or accounts or other financial iatermadiary as the Manager in his discretion determine are requaed, end
the Manager shall arrange for the appropriate conduct of such aceouMs.
8.2 Books and Records.
(a) 'There shall be kept and maintained fufl and accurate books mspecxing the business of the
Company at the Company's principal plats of business or such ottrer location as the Matntger may determine
showing all receipts and expenditures, assets and liabilities, profits, losses and distributions, and all other records
reasonably necessary or appropnata for recording the Company's business affairs.
(b) The books of the Company shall be kept on the method of accounting determined by the Manager
and shall show at all times each and every item of income and expense.
(c) Bach Member shall have Ure right at all reasonable times, and upon reasonable advance notice,
during usual business hours to audit, examine andlor make copies of or «tracts from the books of account of the
Company. Such right may be exercised through any agent, employee or independent public accountant
designated by such Member. Each Member shall bear all expenses incurred in any examination made for such
Member's account
8.3 kiscel Rear. The fiscal year of the Cotnpany shall be the calendar year.
8.4 Tax M$ttars Paztner. Pursuant to Code Section 6231, the Parson designated by the Manager from
time tb time shall act as the Tax Matters Partner of the Company. The Tax Matters Partmer shall, within five days
after receipt thereof forward to each Member a photocopy of any notices relating to the Company received from
the Internal Rovenuo Service or other revenue authority.
8.5 Tax Returns. !n addition bo the requirements of Section 8.2, tax returns of the Company shall be
prepared by the Person selected by the Manager by no later than April I5 of each year for the preceding year.
ARTICLE 9
TRANSFERS
OPERATING AGREE~NI'-Bay Road Patinas, LLC (Mana6er ManaSed AnY law~l Pmposc)
As of March 18, 2009
9.1 General Provisions. No Member shall, duectly or indirec.Kly, volumarily or involuntarily, sell,
assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the whole or any part of his or her
Membership Interest in the Company, except with the Consent of the Members, the granting or denial of which
shall be in the sole and absolute discretion of the Members.
9.2 onditions_for ]3ecoming_Substituted Member. Any sale, assigtment, transfer, gift, begnes;
encumbrance or other disposition of a Member's Membership Interest in whole or in part, whether pursuant to the
provisions of this Article 9 or otherwise, shall be effective solely to give the transferee of such interest the right to
receive allocations of profits, losses and distributions otherwise allocable to the transferred Membership Interest
pursuant to this Agreement It shall not give such transferee the right to become a substituted Member unless the
following requirements are satisfied:
(a) T'he Manager shall have received such instruments of assigtunent executed by bath the assignor
Member and tfie transferee in form and substance satisfactory to ffie Members, and such exocutod and
acknowledged instruments as the Members shall deem necessary or desirable to effect such substitution and
confirm the agrcemem of the transferee to be bound by the terms and provisions of this Agreement.
tb) The Members shall have given fneir Consent to the assignmcn; the granting or denial of which
shall be in the sole and absolute discretion of the Members.
(c) The transferee shall pay or agrce to pay all reasonable legal and other fees and expenses in
connection with such substitution as the Members may determine.
If rho Consent of the Members is granted pursuant to the preceding provisions of ffiis Section 9.2, the admission
of the transferee es a substituted Member shall be effective on ttre day of such Consent Any person admitted
pursuant m this Section 9.2 as a substituted Member shall be subject to and bound by all the provisions of this
Agreement as if originally a party to this Agreement.
9.3 Liability of Former Member. If a transfer of a Member's Membership Interest in the Company
occurs in compliance with the provisions of this Article 9, and if the transferee of such interest becomes a
substituted Member pursuant to Section 9.2, the fomrer Member shall be relieved of all obligations under this
Agreement (except for any obligations arising prior to the date of such transfar) associated with the transferred
Membership Interes; and this Agreement shall have no firrther force amd effect as to such former Member with
respect to the transferred Membership Interact.
OPERATING AGREEMS:Nf-Bay Road ParL~ers, LLC (Mmager Ma[taBed, Any Lawful Purpose)
As of Alarch 18,1009
9.5 Purchase Option. Upon the occurrence of a Purohase Option Event affecting a Membor (the
"Transferring Member") and at any time within 90 days after the Members receive actual notice of such Purchase
Option $vent (the "Option Period"), the other Members (the 'Remaining Members' shall have the right and
option to purchase all (but not less bran all) of the Membership Interest of the Transfereirrg Member or such
Transferring Member's purported successor in interest. for the price and upon the other terms and conditions
provided in this Section 9.5. The Remaining Members may elect to purchase afl (but not less than all) of the
Membership Interest of the Transferring Member by giving Notice of such election to the Transferring Member or
10
such Transferring Members ptnported transferee before the expiration of the Option Period. The purchase option
for tech Remaining Member who exercises such option shall be for the purchase of a portion of the Membership
Interest of the Transferring Member multiplied by a fraction, the numerator of which is the Membership Interest
of the Remaining Member exercising the Purchase Option and the denominator of which is the aggregate
Membership Interest of all Remaining Members who have exercised the Purchase Option. The purchase price for
the Membership Interest purohased from the Transferring Member shall be tfie (e) the Adjusted Capital Account
Balance reprosented by such Membership imerest or (b) the fair market value of such Membership Interest (end
an MAI appraisal steal) be made of any assets ofthe Company in determining such fair market value).
9.6 Related Party Transfers. Notwithstanding Section 9.1, the Members maY at any time, without
Consent and without compliance with the requirotnettts of Section 9.4 or Section 9.5, asstgo and reassign his or
her or their Membership Interest in whole or in part to: (a) members of their immediate faintly or the immediate
family of the members of the Members (which shall include spouses, children, grandchildren, parents, nieces,
nephews, uncles and aunts); or (b) any entity controlled by or for the benefit of any such persons. Subject tv
Section 9.5, a Members interest in the Company, if such Member is a natural person, shall also automatically pass
to his or her estate {and heirs or legal represcntaiive) upon his or her death, bankruptcy or insolvency.
9.' Special~rovision for Husband turd Wife A4emberti. trrtentionally Deleted.
ARTICLE 10
10.1 Dissoluti n in Ceruun ];veers.
(a) The Company shall be dissolved and terminated upon the occurrence o£ any ono or more of the
following events, unless the remaining Members, by vote or Consent of the remaining Members holding a
majority of the remaining Membership Interests and a majority of the aggregate Adjusted Capital AceouM
Balance tier such remaining Members, eluct, within ninety (90) days after the occurrence of such avant, m
continue the Company and the Compaav's business:
(i) if a Member shall file a voluntary petition in bankruptcy or en order for relief under the federal
bankruptcy laws shall be errtered with respect to such Member, ar shaft file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself himself
or herself under any presem or future federal bankruptcy act or any other present or futuro applicable federal, state
or other statute or law rotating to bankruptcy, insolvency or other relief for debtors, or shall soak or consem to or
acquiesce to (which includes, but is not lhnhed to, the failure to file a petition or motion to vacate or discharge
any order, judgment or decree providing for such appointment within ten (10) days after the appoimment) the
appointment of any trustee, receiver, wnservator or hqutdator of such Member or all or aay substantial part of its,
his or her properties or its, his or her Membership htteres~ or
(ii) ff a court of competent jurisdiction shall enter an order, judgment or docrce approving a petition
Sled against the Member seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any prosorrt or future federal, state or other statute or law relating to bankruptcy,
insolvency or other relief for debtors, and such Member acquiesces to (which includes, but is not limned to, the
failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such
appointmem within ten (]0) days after the entry of the order, judgment or decree) the army of such order,
judgment or decree, or such order, judgment or decree shall remain unvacated and unstayed for ninety (90) days
(whether w not consecutive) £ram the date of entry thereof, or any trustee, receiver, conservator or liquidator of
such Member or all or any substantial part of its, his or her property or its, his or her Membership Interest in the
Com(tarty shall be appointed without the consent or acquiescence of said Member and such appointment shall
remain unvacated aad unstayed for sixty (60) days (whether or not consecutive); or
(iii) The death, incompetency, retirement, resignation, expulsion, dissolution or bankruptcy of a
Member, or any other event which terminates the membership of a Member in the Company, unless within ninety
(90) days after such event the remaining Members agree to continue the business of the Company wilt the
representative of the withdrawmg'.vlember or with a new Member admitted to the Company; or
(iv) If a Member who is not a natural person shall take any action to liquidate or dissolve or wind up
its affairs or is a party to a merger or consolidation other then a merger or consolidation with an Affiliate or a
merger or consolidation in which the Member is the surviving or resulting corporation.
Ol'ERATTN6 AGIt]?EMETrf•Bay Road Pnrhiers, LLC (Manager Managed Any Lawful Angose)
As of March t B, 2009
(b) If an event listed in Section 10.1(a) occurs but the remaining Members by vote or Consent of a
majority of their Membership Interests affect, within ninety (90) days after the oceursence of such event, to
continue the Company, (i) the Company shall not be dissolved and terminated, (ii) the Company and its business
shall be continued under and pursuant to this Agreement, and (iii) any Person as to which an event described in
Sxlioa 10.1(a) occurred shall cease to be a Member and such former Member shall hold its, his or her
Membership Interest with the same rights as such former Member Possessed before the event, except that such
former Member shell possess no voting rights or rights to particrpate in the management of dte Compan~s
business and affairs under this Agreement.
10.2 Dissolution at End of Term. The Company shall also dissolve if the term of the Company shall
have expired and not all of the Members are willing io oxford the term.
10.3 Procedures Upon Dissohrtion.
(a) Upon dissolution of the Company, the Company shall be terminated and the Manager, or if there
is no Manager, the Members, shall liquidate the assets of the Company. The proceeds of liquidation shall be
applied and distributed is the following order of priority:
(i) First, to the payment of the debts and liabilities of the Company (other tban any loans or advances
made by any of the Members to the Compazry) and the expenses of liquidation;
(ii} Second, to ffie creation of any reserves which the Manager or Iiquidatmg Member deem
reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or
Members (to the extent the Company is liable therefor) arising out of or in connection with the business and
operation of the Company;
(iii) Third, to the payment of any loess or advances made by any of the Members to the Company;
and
(iv) Thereafter, to the Members in the manner, and in the priorities set forth in Section 4,2; pYQ1Q~,
however. that for distributions pursuant to a plan of liquidation, distn utions shall be made prQSUaut to Section
4.2 to the Members in proportion to their positive Capital Account balances as determined after taking into
aecoum adjustment of such Capital Accounts for a~ gaio or loss realized or to be realized on any property sold or
disposed of as part of the Iiqurdation, any gain which would be realized if arty property distributed in kind had
bcen sold at its fair market value by the Company and a~ other adjustmems required by Treastuy Regulations
Section 1.7041(b)(2xi)(bx2).
(b) A rrasonable time shall be allowed far the orderty liquidation of the assets of the Company and
the discharge of liabilities. During the period beginning with the dissolution of the Company and ending with its
liquidation and tettninatirn of this Agreement pursuam to this Section 10.3, the business affairs of the Company
shall be conducted by the Manager or, if there is no Manager, by the Members. Dining such period, the business
and affabs of 13te Company shall be conducted so as roc preserve the assets of the Company and maintain the status
which existed irmoediately prior to such termination.
10.4 Term. The Company shall be in effect perpetually unless sooner dissolved and liquidated in
accordance with the provisions hereof. All provisions of this Agreement relating to dissolution and liquidation
shall be cumulative; the exercise or use of one of the provisions hereof shall not preclude the exercise or use of
eery other provisions.
AR CXJE}l
I1.ANEOIIS
] 1.1 'ndia A ant. Subject to the restrictions on transfers and encumbrances set forth herein,
this Agreement shall more to the benefit of and be binding upon the Members and their respective heirs,
executors, legal representatives, successors and assigns. Whenever m this instrument a reference to any party or
Member is made, such reference shall be deemed to include a reference to the heirs, executors, legal
representatives, successors and assigns of each Member.
l l.2 C~o~te~art This Agr~mant may be executed in several counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument. in addition, this Agreement
may contain more than one counterpart of the signature pages and this Agreement may be executed by the
affixing of the signatures of each ofthe Mombers to one of such counterpart signature pages; all of such signature
12
01'ERATTNG AGREEIv>EN'f-Bay Road P8MOS5. LI.C (Mata6or Managed, Any I.avvtLl 1?urposa)
As of Maroh 18, 2069
pages shall be read as though, and this Agreement shall have the same force and effect as though, alt of the
signers had signed a single signature page.
L 1.3 Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of
any breach or defauk by any other Member in the performance by such other Member of its, his or her obligations
hereunder shrill be deemed or construed m be a consent or waiver to or of any other breach or default by such
other Member in the performance by such other Member of the same or any other obliP~tions of such Member
hereunder. Failure on the part of any Member to object to or complain of atry as or failure to act of any of the
other Members or to declare any of the other Members in default, re dless of how long such failure continues,
shall not constitute a waiver by any such Member of its, his or her rights hereunder.
11.4 EnforceabiLty. If azry provision of this Agreement or the application thereof to any Person or
circumstances shall be invalid or unenforcceble to any extent, the remainder o this Agreement and the application
of such provisions to other Persons or cimtunstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
11.5 A This Agreement, unless subsequently amended, contains tbe fmal and entire
Agreement among t e parties hereto, but only with respect to the subject matter addressed herein, and they shall
not be bound by arty terms, conditions, statements or representations, oral a written, not herein contained.
11.6 Govemine law. This Agreement is made and shall be construed under and in accordance with
the internal laws of the State of Florida. Venue and Jurisdiction for any matter between die Members shall be in
Miami-Dade County, Florida.
11.7 Liability Among Members. No Member shall be liable to any other Member or to the Manager
by reason of its, his or her actions or omissions in connection with the Company, unless otherwise provided in this
Agreement, sect for acts or omissions or alleged acts or omissions that were performed or omitted
fraudtr]emly or m bad aith or as a resuk of gross negligence or willful misconduct.
11.8 No Part.. ]tin Intended for Nomwc Purooses. The Members have formed the Company under
the Act and expressly der not intend hereby to form a partnership under the ]eves of any jurisdiction. The Members
do not intend to be parmers one to another, or partners as to any Third parry. To the extent any Mcetber, byword
or action, represents m another Person that any other Member rs a partner or that dtc Company is a partnership,
the Member makirut such wren 1 representation shall be liable to any otfier Member who mcurs personal
liability by meson of such wr 1 representation.
119 Amendment. This Agreement shall not be modified except upon the unanimous veto of all
Members.
i 1.10 oti Any Notice to the Manager or Members required under the terms of tfiis Agreement
shall be sent to their respective addresses, as set fords on the register of Manbers maintained by the Manager. All
Notices and copies thereof provided for herein shall be hand delivered with receipt therefor, sent by overnight
courier service with receipt therefor, or sent by certified or registered mail, return receipt requested, and fast-class
postage prepaid. Changes of address may be given to the Company, the Manager, and the Members by Notice
given m accordance with the temts of this Seaton. Time periods shall commence on tbe date that such Notice is
delivered or attempted to be dehvered if receipt theroof is refused by the recipient Any Notice that is required to
be given within a staved period of time shall be considered timely made or given if delivered or postmarked befom
11:59 p.m., local time, on the test day of such period.
11.11 eferences. References herein to the singular shall include the plural and to the plural shall
include the singular, and references to one grinder shall include the others, except where the same shalt not be
appropriate.
11.12 Di~losure and Waiver of Conflicts. th connection with the preparation of 8tis Operating
Agreement, the Members acknowledge and agree that (i) the attorney that prepared this Operating Agroement
("Attorney"} acted as legal counsel to the Company only for the convenience of the Members; (v the Members
have been advised by the Attorney that the interests of the Members (and Manager) are op~os to each other
sect are opposed to the interests of the Company and, accordingly, the Attornefs representation of the Company
may not be in the best interests of the Members; and (iii) each of the Members has been advised by the Attorney
to retain separate legal counsel. Notwithstanding the foregoing; the Members (i} desire the Attorney to represent
the Company, and not the Members, as attorney; (ii) acknowledge that they have been advised to retain separate
counsel and have waived their right to do so; and (iii) jointly and severally forever waive any claim that the
Attorney's represertation of the Company constitutes a conflict of interest.
13
OPERAI'QZG AGREEMENT-Bay Road Parnen, LLC (Manager Managed, Any lawful Purpose)
As of March l8, 2009
11.13 Titles and Cautions. Section titles or captions contaiaed in this Operating Agreement are for
convenience only and shall not be dcetned a part of the content of this Agreement.
11.14 ntentiormlly Dew
11.15 special Provisions:
11.15.7 The Company shall also enter into a management and leasing agreement with Scott
Robins Companies, Inc., SRC Properties, LLC or a com~any controlled by Scott Robins
in accordance with the term sheet set forth in Exhibit "13 hereto, effective as of the date
]easing is commenced for dre Property.
11.15.2 Scott Robins, Purely Partners SRC, LLC, Purdy Partners 1849 SRC, LLC, Scott Robins
Companies, Inc, andlor SRC Properties, LLC and!or their affiliated entities will be
providing construction and development services to the Company relative to the
renovation end development of the Property owned by the Company as follows: project
manager and day-today supervision of the general contractor and all aspects of
competing renovation and rrdevelopment of the properly through completion to when
the Property rs ready for management and leasing as an operating property. Scott Robins
shalt provide or cause to be provided through his affiliated entities such sernces without
charge to the Company for construction and development fees (but the Compaq shelf be
responsibie. for all out•of-pocket and other costs directly and indirectly associated witEs
said work). Notwithstandutg the foregoing, in the event similar services are provided in
the future as approved by the Co-Managers. Scott Robins or his affiliated entities shall
not be preluded from charging the Company for such services.
11.15.3 Tax Matters "ParAte~ Purdy Parnners, LLC, will be ffie tax matters "partner" and, as
such, through Philip Levine, will be solely responsible for representing the Company in
ell dealings with the Internal Revenue Service and any state, local; and foreign tax
authorities, but the tax matters "partner" will keep the Managers and all Members
reasonably infomted of any Company dealings with any tax agency.
11.1SS.1 Faterest earned on Company funds shall inure solely to the benefit of the
Company, and, except as specifically provided herein, ao interest shall be paid
upon any contributions or advances to the capital of tine Company or upon any
undistributed or reinvested income or profits of the Company.
11.IS.5.2 The Capital Contributions of the Members shall be utilized for carrying
out the purposes of the Company as set forth in this Agreement and for payment
of any expenses incurred in connection therewith, including payment or
reimbursement of expenses paid or incurred on behalf of the Company whether
prior or subsequem to the execution of This Agreement.
14
OPERATING AC•REEMENT•Bay Road Panners, I,I.C (Manager Managed. Any Lawfu': Purpose)
As of March 18, 2C09
71.15.5 Other Marners Re~ati g to C~tal and Lols~.
11.15.5.3 Loans by a Member to the Company (including those arising by virtue of
payment under a guaranty or indemnity of the Company obligations) shall not be
considered contributions to the capital of the Company and shall not increase the
Capital Accoum of the lending Member. Subject to the limitations contained in
this Ageement, the Company's deduction for interest paid in respell to any loan
from aay Member shall be allceated to that Member.
L 1.15.5.4 Except es specifically provided herein, no Member shall be entitled to
withdraw its Capital Contribution, or to a rehtm of any part of his Capital
Contribution or to receive property or assets other than cash in return thereof
unless determined by the Members, and neither the Managors nor any Member
shall be liable for the return of all or any portion of rite Members' Capital
Contributions.
11.15.5.d No Member shall be enfitled to priority over a~ other Member, either
with rapect bo a return of his Capital Contibution or to allocations of taxable
income, gains, losses or credits, or bo distributions, except as provided in this
Agreement.
iS1G'yATURFS ON NEXT kAGEI
OPERA'ITNG AGREEMENT-BaY Road Pnnneis. ll.C (ManzSa Menn8ed~ AnY Latv6ul Puryose)
As of Match 18, 7A09
IN WITNESS WHEREOF, the undersigned pasties here executed tfiis Operating Agreement as of the date first
set fortf~ above.
MENDERS:
PURDY PARTNERS, r.T.r, MEMBER
OPERATING AGREEMEI~'T-Sny Road Pa~hiece, LLC (MenaBer btanaSed> MY Lawful Pucpou)
As of Marcti 18, 2009
B udy~arll7~s~; ZLC, Member aad Manager
Scott Robins, Managing Member
D3'~
Philip ~
16
E?SIT "A"
The names, business addresses and Membership lntcrests and Capita! Contributions of the Members are set forth
below.
Membership Capital
'ame Interoyst Cormibution
PURITY PARTNERS, LLC 73% $1,000.00
230 5°i Street
Miami $each, )?I.33139
1849 PURDY PA.RTNERS> LLC 27% $1,000.00
230 5`b Street
Miami Beach, FI.33139
OPERATING AGREEMENT-Bay Road Partners, LLC (Manage VSanagod, Any Lawtu Pucp°®°)
As ofMarch I8, 2009
L' A[31D~ IIAII
Management &c Leasing AgreeD meat Term Sheet
MEMORANDTJM OF UND£RS1'ANDING REGARD]
MANAGEI4IENT & LEASING
Scot Robins Companies, Inc, SRC Properties, LLC, and or an affiliate of Scott Robins wtill be responsible for all
management and leasing for a one (1) year farm, which term shall be renewed from year to year unless the Ca-
Menagcrs agree to terminate said services by written notice not later then thirty (30) days prior to any anniversary
of the agents comtnencemem of services. The following items are included in tfie management and ]easing
services:
(1) Complete management of all day-today operations
(2) The rant collection process.
(a) Cotlecxing rents and posting to Tenant's accounts.
(b) Posting three day notices and overseeing evictions (using local attorneys) far late payers
(c) Reconciling CAM, Real Esffite Taxes, and other yearly pass-throughs and billing Tenants
for same.
(3) Representation with governmental interaction.
(a) Codc Enforcement
(b) Pire Department
(c) Overseeing Real Estate 7'ax Appeals (appeals would generally be handled by counsel).
(4) Pay all operational bills, and negotiate with all operational vendors except that any expenditures in excess
of $5,000 over the approved budgeted amount for such expenditure (except for expenses that cannot be controlled
by the agent such as fur taxes and insurance) must be approved by the Co-Maaagers
(a) Leasing/releasmg of space
(b) Show space to potential tenants
(d) Negotiate wh6 tenazds
(e) Oversee minor Tenant Improvements
(t) Review Leases
(g) Handle all tenant rela[ions
(h) All leases must be approved by both Co-Managers before ffiey can be bindittg on the
Company
(~ prepare and provide accounting information
a. Provide repots upon request (but no more than monthly)
b. Maintain all accounting and other records
c. Prepare bank reconciliations and income and expense journals
d. Payroll to be run through management company's payroll
e.
f. All sales tax accounting
Monthty proposed budgets shall be submitted to the Co-Managers for approval
(6) Oversee, the maintenance of the properties
18
OPERATING AGRh:I:~fENT-Bey Road Parmas, I.LC (tdanager Managed. AeY Lawful Purpose)
AaofMareh 18,2009
staff
(a) Receiving maintenance requests and curing snore either by subcontract or with in house
if any
(b) Oversee the implementation of certain capital improvements (roofing and exterior Faint),
(c) We will authorize repair
('n Handle all matters relating to insurance and insurance claims
(a) To the extort we have a master insurance policy io place; this property will have the
option of being added to our master policy (depending on the ceonomics}
Basle fee for management: 5% of gross coUoctions on the property, paid monthly im arrears.
(a) All onslte or properly specific costs will be extra and paid directly or reimbursed
monthly.
(b) Any labor billed through the Management company, onslte only, for work performed by
management canpany's personnel or personnel of affiliates of the management oompany will be at cost plus 40%
labor burden.
(c) Any postago, courier, federal express, outside reprinting etc. or costs directly associated
with the properties will he billed at cost.
(d) All genets! overhead; supplies and office are management personnel are included in the
Management Fee.
Basic fee for Leaalag will bc:
(a) 6% of gross base Leese amount for co-broketed deals
(b) 3% of gross be lease amount for non co-brokered deals
(c) No fee for leases to Irvine, Robins or their rospective affiliates.
##k
OPE1tA'C'1NG AGREEMEI.'Y•Bay Road Permers, I.S.C (Manages Managed, Any Iawfi:l Purpose)
AB of MercC t 8, 2009
RESOLi~"TION AND CERTIFICATE
OF
MANAGER
OF
BAY ROAD PARTNERS, LLC
lA1 CONSIDERATION of the sum of TEN and NO/100THS DOLLARS ($10.00) and other
good and valuable consideration, SCOTT ROBINS, as Manager of BAY ROAD PARTNERS, LLC
("Company"), does hereby certify, in order to evidence the authority of the Company in connection
with certain issues relating to, among other things (a) the organization of the Company, (b) the
purchase by the Company of the Property as set forth in the attached Written Consent at~ched as
Exhibit ~, (c) any agreements by and between the Company and the City of Miami Beach, (d) any
lease by the company of the Property or property leased from its wholly owned affiliate, Bay Road
Outpar+cel Partners, LLC, the following resolution was unanimously adopted by the Members of the
Company at a duly called meeting of the Members on March 31, 2009:
1. That PURDY PARTNERS, LLC, a Florida limited liability company and 1849 PL'RDY
PARTNERS, LLC, a Florida limited liability company, are the only Members of the Company.
2. That SCOTT ROBINS and PHILIP LEVINE ere the only Managers of the Company.
3. That the undersigned has personal lmowledge of the facts certified in this Certificate
and the Company has the power and authority to execute this Certificate.
4. That set forth below are the names and signatures of the Managers of the Company
which Managers individuaLy have the authority, without the consent or approval of any other patty or
entity, to execute and delivar on behalf of the Company, all other documents and instruments such
person may deem necessary or advisable:
Nsme Position SiQr-atu~re _ _
--~
SCOTT ROBLNS MANAGER ._
PFIILIP LEVINE MA,~iAGER
5. That attached hereto as Exhibit ~A" is a true t copy of the Good Standing
Certificate of the Company from the State of Florida iodic th Doti status of the Company,
6. That attached hereto as Exh~it `B" is a true, correct and complete copy of the
Operating Agreement (the "Operating Agreemcnt'~ of the Company as same may be amended.
RF.SOLL''ITON A;~ID CERT:FlCA't'E OF MAiVAGER-Bay Road Parours, LLC
7. That attached hereto as Exhibit "C" is a true, correct and complete copy of the Articles
of Organization (the "Articles of Organization"} of the Company certified by the Secretary of State of
Florida, and that there have been no amendments or modifications thereto except as attached hereto.
S. That the Members of the Company have authorized and directed SCO'!'T ROBINS
and/or PHILIP LEVTNE indi~7dually and without the joinder of the other or any other party, as
Manager of the Company, to execute and deliver any and all agreements, amendments, oornraets,
Declarations of Condominium, leases, affidavits and/or other documents necessary or zequired in
connection with any property owned or leased by the Company, and shall have full power and
authority, without the consent or approval of any other patty or entity, to execute and deliver on behalf
of the Company, all other documents and instruments as it may deem necessary or advisable to acquire
a fee and.~or leasehold interest in and to certain property descnbed is Exhibit "A" which is attached to
Ezhibit "D" attached hereto and made a part hereof (the "Property"), all on such terms and conditions
as the Manager shall deem necessary or desirable.
9. That the performance by the Company and the execution and delivery of all such by the
Manager related thereto will not result in any:
(a) violation of the Articles of Organization or Operating Agreement of the Company;
(b) breach of or a default under any agreement Road of which the Company is a party;
or
(c) violation of any judicial or administrative deczee, writ, judgment or order to whicfi
the Company or the Property are subject.
10. Thai there is no suit, proceeding or investigation pending or to, the best of the
undersigneds' knowledge, threatened, in any court or by or before any regulatory commission, board
or other administrative or governmental agency or arbitration body against the Company, or any
members of the Company: nor the Managers which question ilre validity or enforceability of or seek to
enjoin the performance either the execution. or delivery by the Company of the Written Consent
att~hed hereto or the consummation by the Company of the transactions contemplated therein, or that
in any mamrer would either in any single case or in the aggregate, materially and adversely affect the
real property and/or leasehold interest being acquired by the Company.
[SIGNATL"RE PAGE FOLLOWS]
RESOLU720N AN7 CER'1'tFICATE OF MANAGER- Bay Road Pazme+s, U.C
IN Wl'1'NESS VJIfEREOF, the undersigned has caused this Certificate to be signed, sealod and
delivered as of the date first written above.
SCOTT ROBINS, MAT"AGER
STATE OF FLORIDA )
COUNTY OF MIP-~IL-DADS )
The foregoing instrument was acknowledged before me this 31st day of March, 2009, by
Scott Robins as Manager of BAY ROAD PARTNERS, LLC, a Plorida limited liability company, on
behalf of the company. He is personally known to me.
Sign Name:
Print Name: CHARLES H RATNER
Iviy Commission Expires: NOTARY PUBLIC
STATE OF FLORIDA
Serial No. (none, if blank): ('iYOTARIAL SE.AI.]
cwwtFS w RAtIFA
IM CoMN•68tON a ppJ165Bi
+ EXPWES: 8iuren~er 17, 2111
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RESOLUTION AND CEILTIFICATE OF MANAGER- Bny Road Parmcs, LLC
EXHIBIT LIST
Exhibit "A" Certificate of Good Standing-BAY ROAD PARTNERS, LLC
Exhibit "B" Operating Agreement -BAY ROAD PARTNERS, LLC
Esb3bit "C" Articles of Organization -BAY ROAD PARTNERS, LLC
Exhibit "D" Written Consents of All Members
(and containing Legal Description of property)
ttESOLUTiON AND CEATL KATE OF MANAGER- Bay Rued Farmers. LLC
Exhibit "A"
CertiScate of Good Standing
13AX 120AD PAR'I'N~RS, LLC
RESOLGTtON AND CERTIl~7CAT8 OY MANAGER- Bay Road Pazmers, LLC
~~~a~ o}'s~~
I certify from the records of this office that BAY ROAD PARTNERS, I.LC, is a limited liability
company organized under the laws of the State of Florida, filed electronically on March 24,
2009, effective March 18, 2009.
The document number ofthis company is LA9000028353.
I further certify that said company has paid ail fees due this office through December 31, 2009,
and its status is alive.
I further certify that this is an electronically transmitted certificate authorized by section 15.16,
Florida Statutes, and authenticated by the code noted below.
Authentication Code: 090324092812-600146956586111
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
Twenty Fourth day of March, 2009
Esfubit "B^
Opexating Agreement
BAY ROAD PARTNERS, LLC
RESOLUTION AND CBR7IFICA'CE OF bfAI:AGER- IIay Road Patrias, LLC