Operating Agreement of Lincoln Management, LLC• 1'J/0b/~~'(]0 10:35 3055311''-5 ', ~~~~`-?OEI~IS Fr;Gc 0? ~.
~~
. NG
OPER.~TL`iG AGREEI~~tiT ~
of (~~~
LTVCOLv ~L~rAGE~LENT, L.L.C.
(A Florida Limited Liability Companti•1
THIS Ol'ER.~T 1NG AGREE~?~ i (the "Ope:ati.ns Aarze Ment"} is entered into by the
undersized R. ]7oaaaue Peeples and Scott Robins (the "~:iembers") o. ? ;acoln Mar,abe~ent, L.L.C.
e;:eciive as of the 27`~ day of October, ZOQO.
RECIT ~1.
Tne Membe;s desire to form Lincoln yfaZa;eulen~ L_L.C., a ~?mited lisbilirJ company (the
"Company"), under the Florida Limited Liability Cotrpany Act for ;~~e puroos~ s:,t forth herein,
and, accordingly, desire to eater into this Op~~ating ?.dermeat in c: der to set forth the terms and
conditions or the business and affairs of the Cor::pany and to dete--~:.:e the ri_hts and obli~a^ons
o its ytembers.
NOW, TF~REFQRE, the Ibfembers, iutendi:,g to b~ le~M~Iy bound by this Operating
A~-eement hereby a~e~ that the limited liability co~any ope:atia: ag*e~ent of the Cornpa.Zy
shall be as follows:
ARTICi.E I
DEE'L~`+ZTIO?tiS
When used in this Operating A~eetneat, the followinP terms shall have -H~ meanings set
forth be:.o~v.
I.1 "~.et" means the Florida Limited Lizbility Conpa.~~; : _ct, zs emended from. time to
t-:me.
1.2 "Capita! Contributioni;s)" Ine~-+S the a131ouIIt of c~h a-{a~~c a~erd value ofprot7e^r,
se:~,lces reordered, ar a promissory note or other obligation. to co rbate cash or property or to
per fozxn seti-ices conltibuted by tl~~e Members for each vlember'; interest in the Conpauy, equa.I to
the sum of eacu Membez's initial Capital Conttibucicns plus eac::. Members additional Capital
Contributions, if any, made pursuant to Sections ~.1 z`d 4.?, rest)ectively.
1.3 "Code" means the Inte:.zal Revenue Code of 1986 am the re~:Iations promuI?ate^
thereunder, as amended ~or~t time to tine (or any correspondir:? pro~ZSion or provisions o;f
succeeding law).
1.4 "Current Value" shall mean the value a~eed on by tr.~ tifembers each yew- within
thirty (30) days o f the annual i4lenber menring, or, in the evert that ihe'~Ic-~rbers a;e unable to a~-e~
on tl':e Current Value within such tune period, it shaIl mean the vaiLe detemnined by a Qualified
~ppraiscr, as defined herein. Any Member may abject to the val:tc d~tetnzined by the Qualified
Appraiser by wing vvritt~ notice of suca dis~eement to all the other ivieazbe~s) within fifte:.n
'~ 10.=5 _IJJ _,I l,. JFi i~'!r'~ ~ E ~J4
- - - - ~ ~i,'Ir=t
?. ^ ClneratinaAe-er:nect: LnvalidPravisions. Tne~Iemo~, by executingthis Opem~g
A~eemeat, herby agree to the terms and conditions of this Qpera~o A
greem„nt, as the, may from
tame to tizae be amended. To the e.:teat any provision of ttis Qperatina A.~ Bement is prohibited or
i.~effective ;znde: the Act, this OperatinJ ~ ~-Bement shall oe dc~e3 to be amended to the least
extent necessary in order to tn2ke this Operating Awe°ment effentive under the Act. In the event the
a c, is subsequently amended or inte^~,reted in coca a way to va]idate ~y provision ot: Lhi.s Qpera~;nQ
.~~eement that was formerly invalid, such provision shall oe considered to be valid &•om tee
e~ective date of such amendment or interpretation.
ARTICLE III
pU~PflSE: 'tY ATURE OF $USINESS
3.1 ?•~~ose: Nan:.*e ofBusin~;, 'ihepurpose oithe Company wall include, but will not
be limited to prodding devclopmeµt a.nc project managc~:nent sezvicrs to thz owners of real estate
developments in Florida, and to engage in any lawful business that may be encased in by a limited
liability company organized under the Act, as such business activities may be determined by the
Ivieml:e:s from tine to time. Tne Company shall have the authority to do aL things necessary or
coevenient to accomplish its puroose and operate its business as desc;ioed in this Sidon 3.1.
3? Powers. The Company shall have all pawe:s of a limited liability company uz:der the
Act and the power to do all things aeressrrr oc convenient to accomplish its purpose and overate its
business as descrioed in Sec~on ~.I hereof.
ARTICLE N
~LEit••1l?ERS A.ND C a.PIT.~L
4.1 Members and Initial Genital ContTibuton. The name, address and value oz ti, a initi~.l
Capital ConL-ibution of *.he Members shall be se: forth on Schc~3ule ;~ attac.aed $ereto.
4~ ?_ddi.tional Genital Conmburons. The Nlc:nbers shall have no ooiig~ion to mz~e 2ny
zdditional Capital ContributYOns to the Company. T'ne tilembe;s may make additional Capital
Con`r-ioations to the Company ac a aaajority in Membership Interests (as determined p~-scant to
Section 9.1) of the 11~fembers determine are necessary, appropriate or desizable.
-=..~ ~~fe:nbe: Loan;. To the extent the Company requires fonds, which funas cannot be
bcrewed by the Company, the lViembers a~ee to make addiIIOnal loans ("1+fember Lozns'~ from
tithe to time in accordance with the proc7sions herein and in t a same perccaiages as their
'~lembe:ship Interest (as the corn:, may be adjusted f?•ors tizie to tine) and in such anounts as are
suz :eat io enable the Company to c3rrv out the purposes of this Ooemting A~ee:neat. tas a
condition to the requirement for any l~lember to make a Memoer Loan, the ~iembcrs shall cave rust
approved a resolution setting Borth the reasons for, and the sQg:*egate aTnount of, tiui.ds re~ured by
the COraDeny to be Made 1?y coca \,Icnibet 1~oans, as well ~ the data on whiea such loans shall be
Wade. In the event a Member does hoc advance his tifeuibe: Loan 1vidLin, the tune specined in the
aforementioned resolution, neither vfeaiber stall be require3 to m:~'.{e a Member Loan.
1'~/~15/~f~GE] 1'7:?5 ~5JJJ1!:~7` ~T:;CYROBIN;; F"Gc @5
ART~CZ.~'
TR.~YSxL~S OF IyIEI~LBERSHIP INT REST
5.1 Restrictions on Transfers. Mernbe;ship Interests may be Transi~-ed,, as defined
below, i~ whole or in par only in accorcance with the following pro~risions:
(a} For purposes of this Ope-acing A~eemeat, the term "Transfer" or
`JI'r~:ierred"shall mean the sale, assi~ent, transfer, pledge, enctttabrance, or atEe. disposition,
by' operation of law or otherwise, of Membership Interests.
(b} Nlembe:ship Interests shall not be Transferred witt:out the following,
provided, however, that a Transfc: to guy rlccrptable Transferee shaII not be subject to ~.I(b}(2)
below:
(l) The full compliaxzce with the terms of this ~c1e 5;
(2) The consent of a major-pry ir. vle:nbership Interests of the Mem.be.,
pursuant to A,rricies IX; and
(3) If requested by the Company, as opinion of counsel, saris:actory to
Lhe Member{s) owning the remainins 1~femberahip Interests, that the Transfer of the ylen:bershin
Interests d.ees not violate the Securitiev ~ci of 1933 or any applicable state securities laws.
(c) ~Y Transfer of Me~tbership Interests shall be effe:tive drily to b ve the
person to whom Transferred {the "Tr~sferec'~ the rigor to receive the share of lax allocations and
distnbetions to which the person trsnsfe-ring (the `~'I-an,5ferol'~ wotitd otherwise be entitled. Except
as provided in Section $.3, no Transferee of a Membership Interest shall have the right to b~ame
a substituted Member unless the ~Sennber(s) owning the remaining l~letnbc;ship Interest. in the
exercise of its or their sole and absole*.e discretiot:, expressly consents thereto i~ writing and the
Transferee ag:zes to be bound'oy all the terms and conditions ofthis Operating Agreerneat as then
in effect. Unless and until a Transferee is aanitted as a substituted Member, the Transferee shall
have rzo right to exercise any of the powers, righis and privileges of a IVfembersiup Interest.
(d) Each vfe:nber fees hat to Transfer all or any pert of its Membership
Interests (or take or omit any action, filing election, or other action which could result in a deemed
transfer) ii such Transfer (either considered alone or is the aggregate with prior transfers by other
~~fernbers) would result in the termination ofthe Company forfede: a1 income tax pcuposes. L-t order
to enable the Members to identify' Transfers which could result is suca a termination, earn Member
covenants and agrees to immediately inl"orm the other Members of any Transfers (or deemed
Transfers for purposes o f the Cadel.
(e) A.ny Transfzr not in accord with this Artic3e 5 shall be void ab iniEio.
l~iL~;; -n,,0 10: _E 3655;,,,~,~ .=-aC•=.=;EIr~S ~_.~ ~~h
(I) 'IheCorm~any.ea„vnM~be:,andanyotherperroaorpersonscavingb~iness
rich the Company aezd deal only with Members wixo are admitted s Members or as ssbstituted
l~fe:nbers of the Company, and the,, shall ncc be required to deal :v:th any oche: person by re'.son
or Transfer or issi?.mmeat of a 1;.embe:ship Interest by a yfembe: or by rzrson o: the Czath of a
~terztber, except as otherwise rta~•icied in this Ueet•.~iag Aa*•eemeat. In thz abseac~ of the
substitu~on (as provided herein) of a Member cr an assi~ing or ~..zsfetrn~ Member, any pay~est
to a Ivienber or any tr=astee in ban:~~tcy in accordance ~1th the tz--•,.,s of +~is Ope;a*.ng ~.?*eza~ent
shall acquit the Company and ar_v ot1h~r Nlemoer of all IiabiLt°~r to any other persons cr entities wllo
may he vo.t;,reSCed lII sack payzneLL V~~ reason or wsi?~eat ar tr^~sfer of ssea tiiemn~r.
d? Involuntary Trans:e-, i ne Company shall have an option to purcha.5s :.he Ir:te:zst of
any Persea who becomes a holder or" any Membership Interest by vl~:ue of any judicial process,
attachment, banlmxptcy, reczivership, e;,:ccnuon, jua.cial sale; or cv operation of Ian-, whenever it
may request, at the Current Value as of tine date the Company natin~s suca 1'~rson of its intsnt to
purcbase the Membership Intent.
5. ~ Acceotable Transom eQ
{a) For the parpos~s of this Op..:.~tin~ A yeement, the terei "Acceptable
Transferza' shall mean persons who are eithe_: (i) any sl~seholde- of any corporate Member or a
partner of any Member that is apa-mcrs}up en *1ie dare.hereof; (ii) any parent, child, d~sczaciznt, or
sibling of z ~rfember or shareholder of any corporate member, the mouse of any of ~e fareaoinQ,
or the spousc of the Member; ape (iii) any trust or fatally lizrited partnersiup estaoiishe^ by a
Member', or any trustee, custodi;~n, :zduci2ry, or foru:ation which :vi:1_ hold the Interests of 2 tiie;nber
for charitable puzposes or for the bone: t of a Member or any ofthe P a-:ens described i~ (i j aoove.
(bl Any T.-ans ~r of Metnb~hip Interests to zn A.n;.cptabie Tr3nsfZre_ shall be
effective to ~ ve the Acceptable Trams:eree the right to receive ~e sl+~e of tax allocations and
distributions to whzch the Transf :or would otherwise be entitled, anti additionally, the Acceptable
Tr3asferez shall have the r_ght to become a su7srituted ~-fember ~c-itac•et a consent is vvrztin~ from
the Meuxber(s) otivzune the rema:3ing Membership Interest. lipvn :;eco~; ~+ a s•~:bstit'ated Mob er,
the Acceptable Transferee ayew to be bound by all the tetras and conditions of this C+:e:abut
Ayeement as then in effect and snail have the rigb.t to exercise env of the powers; rig;,:ts and
privile~~ of a Meazbezship 7ntere.~. '
5.4 Dispute Resolution- ?`ce i~fembers ayes to ma'-:e ever reasonable effort to resolve
:ay deadlock, dispute or cantiove:•~• (`~ispute'~) betwe~e;i or amot:s tce ~ieznbers of one Company
in regard to a mateZal taatter of nanagentra: and conaany policy.r ~_ccordingly, ir_ ~e event of a
Dispute under this A7eemeat, a Member owning at Ieast thi:~ ~-.hree („° ~) percent a_F the
Membership :nterests ("Siyincaz_ ~Iember`~ of the Company may send nocce to ~e other
Ivleznbers describen; such Dispute ~~.d r:.questing that the Members me-t in person in tiTi~i-Dade
County, Florida as soot: as is reasonably passible and at?empt to resolve such Dispute. It: he event
such Members do not me;,t or are en:ble to resolvc the Dispute ~xzthin thim~ f3Q) days fcilewin~
such rsotica (whic:~ is not sprifica?;v ~ove;aed by- the provisions he;eoi) and 5nould the Members
be unable to settle such tnarter within thir~y (30}days, oboe. not witrstandin,~ anythin, her-e:.u tc icte
contrary, any 5igii;(icant i~lerrtber (the "Offeror Member") may m2::e an offer (the "Ofr"e:"' j .o the
li ~?_„~~_ ~0 ' 0: ~5 3~5~31' -_ _--_--_-IMS P^,GE 07
other Dd~bers (thy "Ot=eyes 1~Te~be;") s:atin~ tb:~ prce at w•cic'z he grill purchase all of the
il4embc.rs;zip Interests held bythe Ofseree ~4ember. Tie Offeree Member shall have thi*-ttr (30) days
within winch to decide wb.et,her he wiL accspt the OLer gad sell his l~fembe:sllip Interests, and, if
aec,epted, the c!osin_ shall t2:~e glz.c~ zs nro~tided in s~b_..~tiOII (aj ho:eof_ The purch~sz prico for
the VfembersLip Interests purca`~ed by ;he Offerer fife, lber s'nall be payable in cash, un.iess
othenvZSe a?re°'3 by the par es,
(b) Closir_Q of P'lrch~z_ If the l re- is acceotes by the Olie:ee ivizmber, then
such tifezLbe_~hip Interests siali be sold by tye Ofier~ Member to t;~e O;:iarar P~ieruber. T ne closing
of : e purchase shall taro piece at the oracioal office o~ Title CorLpany nOt IIOre than nlnetf (~0)
days afr~r the date of the over made by the Offeror ~frrnber p~jrs•,.1~*zt to subsection (aj above.
(c) RefiLal to Acc~ot Ofrer. Si:oi:id the Ot7te;oo tilember refuse to sell his
~Iembe;ship Inceress to the Offeror i!~ie:aber, he s~~ ~ then be required to buy the Mombersbip
late: ess ae'.d by the Otiero. ~iealb a: at ;he :ame pl:cb_.e prig an3 te.u.s as provided in (a~, abo-re.
~e closing shall tame piace as provided :n ;ubsecdor_ ~~ i h=reef.
(d) Terms ofPurchas~. Pavnlent io: lienlbersl=ip Interests purchased trader this
Section 5.= shall be e~Zdenced by a ne2ctiable prorrisscr;J note of the purchasing party, in favor of
the selling parry. Tze note wall be paya;;•le over a period of one (1) year in twelve (l2) equal
eonsecative monthly ins'~ailtreats or'principal, the firs: iust3jlment to be payable on the last day or
the lnoath follo~viag the month of cios:~? gad the re.~.~~;~g installments on the list day of each
sacceedina non+.h thereafter Lntil the eati~e principal s:~ll have been paid. ae note shall bea*
int~rzst ai th;. grime rats per annum discios~ in ~e t~: ail S seat JoLrna.i on the date of clos•.ng, shall
provide that r~+e mai~r: shall have the nri~,ze_e for prepa;rino all or 2ny o~•t thereof at any time with
dlterest to the daft of prepayment, anti sip provide that a Tailure io sa1;e a payment witlxin 5fte°n
{15 j days after ssch payzD,eat is du. shall be deemed a d~:auit ane sail catzsz the temzining unpaid
installalents to become due and for'4hrvithFayable. TLe?romi.ssor;~note shat be s~ouredby apiedge
of the >i~fealbership Interest; b~;n? sold, pursu2ztt to -re terms of a pledge agreement which shall
contain terms and conditions usual in tr,~rsactions e* * e .fie desc-'bed herein.
:~..RTICLE ~Z
UISTRIBL"TJOvS ?~.ND ~I.LOCATIOI~S
6.1 (~'aDlt2l ~ CCOtrriU^^, 'j'}lrpt>,v_'r_,put the Ce ~ of the Company, eacu itifember shall have
a sc'p grate Capital Account determined and maintai.~.ed in accordance .,+ith thepTO Visions of-I'r~as•~y
Re;~Iations Section 1.704-1(b)(2}(iv) p.ctnt:lgated l;:dsr Code S~tion 704(b).
E? Distributions gad Allocations. Adl c:sa-:outtons of cz.=h or other assets of tine
Comp. uy s:lall be made andpaid by the Company actor inQ to each ~Qember's iViembershin Interest
at such time and in such amour:ts ~ a majority en ~T_'Zbers'nip Interests of the ~'Iembers may
decermiue. ~~ iteals ofincome, g~~ loss, d_ductien a~d credit shat' be allocated to eae:l Member's
~Ie:nbe.~l,.io Interest
ARTICLE VII
T ~~AT;o:~
7.1 Income Tax Reaortint. The ylembers are a.tia_re of the income ta:c consequences of
the allocacons made by Article VI hereof and hereby a7ee to be bound ny the provisions of Article
VI hereof in reporting each il~femnez's shzre of Company income and Ioss for federal and state
1L1COme Ea.Y pLL"JOSeS.
7.? Tax Sta'us. Tl:e Cogp`y h_:eby recoeiuzes and a3rees that it shall be subject to all
provisions of Subcn~ter i~ of Chapter 1 of Subtitle A of the Cade, solely for United States federal
~corae ~1 purposes. The filing ~~ith the internal Revenue Szivice of C.S. Rert:.rzs of Pu*tae:ship
Incozue shall not be construed to a:~psnd the purposes of ire CoEnpany or any obligations or
liabilities of the Meazb~rs.
ARTICLE ti'III
RIGkTI'S. POWERS .4..h+~D AVI'HORITY OF THE lV><E1~IEERS
8.1 l~ana_~ent by the ititembe ~. T'ue Menibe:s sh: J,1 aavc the full and exclusive right;
potiver and zuthariry to manage the affairs of the Company and to bind the Company, to mace all
decisions with respect the: eto and to do or cause to be dons any and all acts or twines deemed by the
i4iembe:s to be necessary, appropriate or desirable to ,;~-1, or or further the business of the
Company. ~i oi~vithstandiag the foregoing, the Members hereby i~.iaally deleg_te the conduct of nc~
Corrzpany's day-today business to the President of the Con!pany. The initial President of the
Comp~y sca.Li be Scott Robins. Scots Robins shaIl aso be the ~ssi-tant Secretary amd R. Donahue
Peebles shall be the ice-President and Secretary. All offic:.rs shall serve at the pleasure of the
ldemoers.
8? Maior D~isions. No ace shall be taken or sum e:,-peaded cr oblig?tion incurred by
the Comganv with respect to a matter within the scope of any of the ltilaior ]~erisicns (as defined
below) affzrtine the Company unless such ~rlaior Decisions ha~•e been av~roved 'vy the Members.
It is intended that the President maze the day to day decisions (i.e., those other tklan Major
Tecisions} and take actions necessary to conduct the daily vpe: •~tion of the Compar_y.
By wzy of illustration, the "major decisions" which require the consent of a 1blajority in
Mea~be:s::ip Interes`s of the tilembers p~:rsuant to Section 9.1, shall include, «-ituout limitation:
(a} The purchas.: of assets other than inventorl} i.~t a single transaction with a
purch~e price in excess of 510,040.00.
(b) The hiring of eraoloyees;
(c) A.mending, modify=ng or te:tninatir e part or all of this Operating Agzee:.~ent;
(d} Dismissing, rz?Iacing or electing new o~ce_s of the Coapa.3y;
7 V Fl G 1, '
1211b/_~~J LU..'lJ ~L-'1:/1~C17~ JIH~_.~f';~~Cir~S P"~aE X39
(e} Tne call for additicnal eapit~l contributYOns to tae Company;
(f The issuance (o; tiansfer} of ;vfembe-si~ Intzre;;s of the Company to a
subs~ruted Member or exis~.ng Member;
The te:r~s of any loans to, or from, the Company-,
• (h} The terms of any lease oi: propery to or from the Company in excess of
S10,000.40 per annum; or
(i} Tne increase in sala_r~r or fringe benefits payaDte to a t~lezaber ~vao is an
e:np loyec of the Corsoany avithQUt a proportionate inc: ease for other Members who are employees
of the Company.
(j) The brin~:.ng or settling of anv litigation invoving the total e. Ye:.ditz:*e OI
more than S 10,000.00 (including legal fees, costs and damages).
ARTICLE IX
MEETINGS OF T~•TE MEMBERS
9.l sio 'tv oval Required. Ail aciivn requiring approval oi'the Members, unless
other~vis~ specified he_euader or under the A,ct, shall be under~aket; only with the approval of a
m3joriry in Membersp Interests ofthe Vi~bers, i.e., more than 50% of the l~iembe:ship Interests
in the Company. Such approval shall be obtained through 2 mestine of the Nfernbe~s or such oche:
moans as descr+'bed ltl this Section 9.
9.2 Iyfeetin~s ape yiemaer Voting. P?1 meeti~-tQs of the Members shall be held at such
place as may be ~:e3 from ~e to time by the bleatbersvt~presenting a m:ijozity in Membership
Interests of the Members. written notice of a meeting stating the pla,c~, purpose, date and hour of
the meeting shall be given to each rnen:ber nut l~s than sev2a nor mo. ~ than. tzirty days before the
date ot: the muting. Business transacted at any meeting of the l~fe:nbers shall be limite3 to the
pu-poses stated in the notice, unless a1I the 1ilembezs canseat orh~wise. The holder of a majority
of the Membership Interests, present is person or represented by pror., shall constitute a quorum
at all meetings of the tiizmbe-s for the transaction of business except as otherwise provided by the
Pict. Each Member shall aI every meedng of the Members be entitled to vole in proportion to his
or its 1~fembership Interests.
9.3 Action by ~Vr~.tten Consent. Any action requiring the approval ofthe Mcmoars may
be t2'.cea without a meeting, R`tbout prior notice and vviithout a vote, iz a consent in welting, setting
forth the action so ta'~er, shall be sided by the holders of Meuibes'aip Interests having not less than
the minir„urn percentage blembezship Interests that would be necessary to authorize or take such
action at a mee~:ng a*. which ail Members ~ti•ere present and voted. Prompt notice of the talang of the
vlcmbcr action without a muting by less than unanimous written corsent shall be given to chase
~•fembers who have mot consented in writing, Informal meetings of a majority in Membership
Interests of the Members shall decide the day to cay operations of the Company that require action
1'?/05l~~~Ct7 1~J: J5 _~=~5~11t1-5 STAC'-`R05IN5 F~l:c 11
or approval by such majority. If these informal meetings are attended by 100% of the Itiiembetship
Interests, no ~rriti:o.g will be required. tiieetings nay be held by telephonic conf~erce c: iI or
throu~z other means of simultaneous coazmunications.
ARTICLE X
D[SSOLUZ'ION A,YA `VPi 1bING L~'
I0.1 Events afDissoluaon_ Th_e Company shall be dissolved upon the first to occur of (a)
:he unanimous consent of :.pie l~iembers or (bl the eatrr of a decree of iudicial dissolution once: the
nct_
axTZCLE
Boolh;s. xECOt~DS ADD ~cca~,finrs
I l.T Book d Records. Tne \ilcmbers shall keep, or cause to be kept, at the principzI
place ofbusiness of the Company true and correct books of account, in whica shall be entered fullv
.nd accara,tely each and eveiy transaction of the Company. J
I 1 ? $udaets. Not less often than once each-fiscal quarter, the president shall cause to be
prepared and submit to sash Member for his consideration abudget setting forsi in reasonab ie derail
the estimated receipts and expenditures (capital, ooe:ating and ott=er) o£the Company for the period
covered by the budget. finless a majority in Membe-ship Interests of the bfe:nber reject such
budget lII a writing vVrittc~ twenty (20) days after submission specifying the reason far ssch
resection, such budget shall be deemed approved. When approved, the President shall in good faith
use their bear e~otts to implemteut the budget and shall be authorized, without the need for further
approval by the Members to make the expenditures and incur the oblig-~ions provided for in the
budget.
11.3 Financial S tatetnents and Otte: Inforrriafion. Tne President shall cause the C otnpany
to prepare and delver to each Member:
(a) Wirhpa twenty (20 j days after the end of each month), (i} a statement s;iowin?
the results of operations during such month and for the fiscal period then ended; (ii} a balanc ~ sh~ei;
and (iii) a cash IIow statement; and (iv} a vatiaaca report
(b) Promptly (bui no Inter than twenty (2Q) nays after she end of each calendar
quarter), (i} a statement showing the results of operations during suc;t month and for the fiscal per.•ed
rhea ended; (ii) a balance sheet; , nd (iii) a cash flow s,asenent.
(c) Within nintety (90) days after the end of cacti fiscal year of the Company, a
balance sheet of the Companv as at the end of such year and Statements of Income and Cash Flow
of the Company for suc}t year, setting forth in each case in comparative form the figures for the
previous fiscal year, alI in reasonable detail and accompanied by the opinion thereon of indeper_derit
public accountants selected by the MesLbers, which opinion shall be to the effect that the foregoing
=- ~,~,!?F~i'0 .~~. _ . J~.'~'l.Jll!J7J ~-,=~-.~,?~~sIri~, F,:~ 11
nnancial ~.atemeats have beeapr~ared in acrordance •,vith G:~~.P applied oa a basis cotuisteatwith
that of the preceding fiscal year (exc~t as o~herwise approved by the l~fembers), and that the audit
by such accountants in connection with sue financi. I statements b.as bz~a mado in accord:rcz «dth
;rne:sl acc~ted ar:aitins standards.
(d) With ressorable promptness, such oche: iruorma~ou ~d data with re erect to
the Company as from time to tune may be reasonably rzquested_
(e) at least 30 da s prior to the begirlL'3II.`-', of ??ch rascal vent of the Cotapany a
reas~~ttaaty detaiie3 2nnL`31 operating bud~z; for the epertiors of tine Company d~.uing such dscal
year. .
11.4 Accountin?.
(a) The. fiscal year ofthe Company shall end on the last day of Decemoe: of each
ye'-r-
(b) The books of account of the Company snail be lizpt and maintained ~ the
grincipaI o~ice of the Company. In addition, all other records necessary, canveaient or i.~c;ceatal
to recording the Company's busir_ess and a:.iairs shall also be m2irtainrd at ~: principal once qI"
the Company. For accounting purposes oni~, said beol~ of account sh. ll be maintained on an
accrual basis in accordance with GAAP, consistently applied, and wall show all assets, liabilities,
and capital accounts and all items of income, cost and e.:pense.
(c) Each Vfeaber shall have the right atall reasoaaale time<_ during ~ ~~ual bt'a;n~ss
hotus to audit, examine and zzza,~z conies of :r extracts from the boaics of account or other recot•ds
of the Company. Seca right maybe e.Ye:c:sad throw any agent er employes of such
Member designated by it or him. Each ~Ie;ttber sha!I bear all expense, inc•,u:e3 in any ex:-~ ~-*~TMon
for such ~lcmber+s account. No Member ;hall do anything under this Sect7an which would
unrcrsorably interiers with t.'~e operations of the Cot>ipanv.
(~? ~3nk rlecotmu. Funds of Company shall be deposited ~ an accotmt or
accounts i.n the bank or banks approved by the 1rZembe,,, Withdra~rals from back ~caunis cast be
made only in the rogular course of the Company's basiue,;s on s~ztures only of such parties
approved by the Members, and there shall be no co-+~m;nom? of the monies and funds of the
Company ~~+ith the monies and funds of nay other. eadt-J.
Tnz President shall be authorised to sib any individual chec?t un toS10,Od0.00 z:d up to
S l 00,000.00 in the agCegate during any calrndar month without the sienatt:re oz a*tv other par^1.
ARTICLE XIr
LIl~tl'I'ATIO~ OF LIARR,I'~Y T~DE:~tY[FICATiON
1?. I Limited Li "'rv. Except as orh~-wise provided by tha Act, the debts, obtigariors and
liabilities of the Company, whether arising in contract, tort ar othet~rise, shall be solely the debts,
%~l!; '~~ 'tl; ~ -mac'- -- ~ _-
-- ---- - -- - -, _ ~EI~1~ PAGc 12
obligations and liabai.des o the Cann.ny, and the 1`{femo~ shall not be obligated persotmlly for
ary such debt, obligatior. cr liabili~r cf the Company solely by r~on of bNing a member-. i"he
fsluro of the Company to observe any ioraalities or re?uiremenc5 relating to tzie ex.~ise of its
~o^~ w ~ ortli~ m?na~em~nt of its business or afi2i-:; t!nce; ties Oper:_ting A~e~.ent or'~e Act shalt
not b~ grour;ds for ~.r+lposing pe:son~i liabili~f en the lbtembe.~ for any debt;, Ii~ilities or
obligations er'he Comprn~•~. Eicegt as otherv-ise espresaly required by law, the Iviemb~:s, in suca
iwlemce,'s cap:.Clty as SliC1, ~11c1I have no liaiaility m a•tcr,;s of (a) the ariount of such tii:e:nbe: s n:.t
Capital Consibutions; (bj SLCn NlemeerS snare of any assets and undisuibut~ profits oz the
Ccm~any, :.nd (ci t::~e ~cun: of ~v C'S'~'i~i7L'ti0II5 C~e»i:ee to b~ retu.rned pursuant ro Sec;;oa
6J~.'2~ of the Av._ -
12? Indemn':=cation. The Campan ancludsa ~ - A
Y ( _ any receiver or trs.,te~ of th.. Company)
shall. to the fi:ll~st e.;~rnt provided or allowe3 by law,. itzdezYuiii<,, save harmless and pay all
jud~eats and c:ains a~aiu.,~ the ~Lemoe:~s or president and eacII of the N.tember's or President's
a`~ts, afuliates, heir, l~aa1 reoresenrati~: °s, s.~ccesscrs and 35sir^s ~ ~,-~ ~+ r-~ ~~
- ~.. t~__L, ant In::e.~.ni=lea Pa. ~ ~ )
lram, against and in respzrt ofany gad all liabili~~, Ions, dazna~e and e;tpease i-r~c;~Led or sustained
by ti;~ Indemridc~ Pity in coazzeciion with. the busiu~ss of the Company or by reason of any act
per'otmed or omitted to be pet formed in connection with t1~e aedrities of the Company or in dealing
with third parties on bzaalf of the Company, including costs and attorneys' fees before and at trizl
amC at all apveilatr levels, whether er not slit is insritttted (~vhicn attorneys' fees maybe paid as
in~sred), and z,y a~toun*s a :peuded in the setLleule^~ of any cla•-r+S of Lability, Toss or damas~,
provided that the act or omission of the LndeaniIIed Party dots got constitute fiaud or willful
rusconcuct by stied Inee,,,.nined Parr. i a~ Company sbal not be reruire3 to pay`orany insurance
CDVe.^~~ 1a~11Lty of t:1e ~1~be:s or President or eaca of the Meaoer's or l~r~sldeut'S ag~CS,
aaiiares, heir;, legal L,,: r~seatatives, successors and assi~.s for actions or omissions far which
inde,L: incaaor, i; not perc~itred here,-,ndz:; provided, howe~~er, that nothing contained herein shall
pr~:lude the Company from Ft= chasing andgaving for SLCn types ofuzsu-an:.r; including extendz3
cove:aQ~ Iiabiiirr anti casuaiLy gad warg~g c~rIIDenca:icn, as would be c~:storaa*y for aIIy P°ron
ow-Lin; rsana~g and/or cpem.ting comparable gropar~f gad enga;ea in a similar business or from
t~r~i.^; +he ?~fembe:s ar President and escn o£tho l~fenzbo`'s or Presid~t's a;eats, afisztes, heirs,
Ie2ai r~resentadves, succw;or or assir.s cr arty Inde;nnified p, y ~ aLditional i.~,sured parties
t~e:e•.:nder.
t2_; von-Exclusive Right, ins provisions of this Article XZI snail be int addition to grid
=ot ~ limitation of any other rghts of indz-••.:_nification and re•:mbursement or limitat+ons of Liability
to which an Indrmmnec Party m3v be entitled untie: the Act, common law, or oth..:wzs~.
~ot:vtastandm; any :epea.~ of thus ~r-~ic1e ~ or oche: amendment hereof, its provisicas shall be
binc:n2 upon ;he Ca~tnpany {ssbject only to the e::ceptiors above set forth} as to any claim, Ions,
e.~pe-.~se, liabilir~, action or damage due to or arising out ofm_tte,, which occur du-inn
the pe:i.od prior to guy such repeaj or ameZdnient of this r~sticle XII. ~ yr reI..t~ t~o
1.:'`?6i .C• Q ll?: ~5 375531' ~~'~ c;~i~.~,-
~~IMS P~=.~c 13
ARTICLE XIII
A-~EI~fT)iYIEti"F
13.1 Ame^dmeat. This Operating ~-~~ment may not be 2ltered er modified exc~t by
.he ~vrittea consent of the Members and except as pro~rided for in Seczicn 2.4 he_ein.
ARTICLE XTV
.~IISCE~L„~~~flUS
I4.I B~ a Eifect. This Operat~,g A~ eeazent shall be binning upon and inure to the
benefit of the undersized, its legal representatives; he-;rs, successors and assi?~s.
14.2 Aonlicable Laws. 'Ibis Operating Agreemeat and the tights ~d duties of the
1+ietnbers here•.tnder shall be gov~edby, and interpreted and construed in. accordance with, the taws
v f the State of Florida.
14.3 He a .The article and section headings in this Operating A gte~ent are inserted
as a matter of convenience astd are for reference only az:d shall not be construed to define, limit,
extend or describe the scope of this Operating A~eetnent or the latent of any provision.
1 T.4 Nurncer and Gznder. w3erlever reQU;red by the coute~t hereof, the singliar shall
include the plu-al, and vice versa and the masculine gender shall include the feminine and neuter
genders, and vice very
I4S S ucc~sors. This Operating A~eetnent sh211 be binding upon aad shall int:re to the
benefit of the parties hereto a-rd their respective heirs, assi~s, legatees, oransferees, successors in
interea-t; executors, adminisu-ators and personal reureseataiives, as the case may be.
14.6 Termin,_ation. "I°nis Operatveg ?,greerrreat shall continue in fill[ force and eii~t until
terminated by mutual agreement ofthe parties hereto or their legal representatives er successors. or
ur_tii trrm;,,ared by the dissolution or banlQUptcy of the Company.
14.7 Assi~ent. Neither this Operating A~reemcat tzor any provision hereof may be
assigned by any party hereto ~viFhout the prior writien consent of the other parties hereto.
14.5 Entire A~reenrent. This Opcrzting Agreement represents the entire ag:eemc~nt
6et•~een the parties with respect to the subject trsatte; hereof, and alI prior aQre~eats and
understandings, whether oral or w-itte:i, are hereby suoe.-coded. This Operating A~reameat maybe
amc'aded, altered or stmerseded only by a writing sued vv each of tha parties hereto.
14.9 Waiver, Notlliag in this Operating Aa+-e~m~nt shall prevent the waive- of the
provisions of This Operating ~~emenc by the par-ues crereto. However, waiver as to one transfer
or encumbrance shall not be constned to wai~•e the Pro~zsions of this Operating ATeemeat as W
subsequent transfers or enctunor,~ces.
1:/0~/2~J~~J 1~J:.5 39531?'i75 _-~C'R05INS F„GE 14
14.10 Execution in Couateroarts. This Operating A~eement may be executed in one or
more counterparts, each of which shall be deemed. an oti~inal and alI o f which, when taken together,
shall constitute one insL*ument.
14.11 Covernino Law. 'mss O~oeradng Aeraement shall be interpreted accorYiing to the laws
of the State o fFlorida. Any action to enforce the :erzns of this Ooe:arin~ Agrcrment siraII be brought
in Circuit Court in and forMiami-Dade Count'; Florida.
Iri W~Tti-ESS ~~REOF, this Operating A~-e.°meat has bees made and executed by the
Member e,fective zs of the date ri-st ~vrittea above.
12••'ll6/~~~~~~ 10:35 3t7553110'S ~T:;~; =~BIM~ F:;vE 15
CCFiEDULE A
NAlY1E, ADDRESS AvD IIVITI.4L
CAPIT_aL CONTRII[~'I'IO~ QF THE `-L~3ERS
lYame of l~lember Address of iti~Iember Value of Initial Initial yXezzxbex-shin
Ca ital Interests
Coatz-ibution of
1'Iember
R Donahue Peeaies 100 Southeast 2°d S1a04 54%
Street, Suite X650
l~Liazni, FL 33 U I
Scott Robins 230 Fifih Street $1000 50%
Miami Beach, ~'L
33139
C~1G17+tRUtDr1Lacofa MccryC~en f1C.apeedngpp-~~,YLa~