Operating Agreement

Joseph Brooks LLC,

a Florida Limited Liability Company

THIS OPERATING AGREEMENT of Joseph Brooks LLC (the “Company”) is entered

into as of the date set forth on the signature page of this Agreement by each of the Members
listed on Exhibit A of this Agreement.

A. The Members have formed the Company as a Florida limited liability

company under the Florida Limited Liability Company Act. The purpose of the Company
is to conduct any lawful business for which limited liability companies may be organized
under the laws of the state of Florida. The Members hereby adopt and approve the Articles
of Organization of the Company filed with the Florida Department of State.

B. The Members enter into this Agreement to provide for the governance of
the Company and the conduct of its business, and to specify their relative rights and
obligations.

ARTICLE 1: DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this
Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth
in the Florida Limited Liability Company Act.

“Agreement” means this Operating Agreement of the Company, as may be amended

from time to time.

“Capital Account” means, with respect to any Member, an account consisting of such
Member’s Capital Contribution, (1) increased by such Member’s allocated share of income
and gain, (2) decreased by such Member’s share of losses and deductions,
(3) decreased by any distributions made by the Company to such Member, and
(4) otherwise adjusted as required in accordance with applicable tax laws.

“Capital Contribution” means, with respect to any Member, the total value of
(1) cash and the fair market value of property other than cash and (2) services that are
contributed and/or agreed to be contributed to the Company by such Member, as listed on
Exhibit A, as may be updated from time to time according to the terms of this Agreement.

“Exhibit” means a document attached to this Agreement labeled as “Exhibit A,”

“Exhibit B,” and so forth, as such document may be amended, updated, or replaced from
time to time according to the terms of this Agreement.
 “Member” means each Person who acquires Membership Interest pursuant to this
Agreement or as permitted under the Florida Limited Liability Company Act. The Members
are listed on Exhibit A, as may be updated from time to time according to the terms of this
Agreement. Each Member has the rights and obligations specified in this Agreement.

“Membership Interest” means the entire ownership interest of a Member in the

Company at any particular time, including the right to any and all benefits to which a
Member may be entitled as provided in this Agreement and under the Florida Limited
Liability Company Act, together with the obligations of the Member to comply with all of
the terms and provisions of this Agreement.

“Ownership Interest” means the Percentage Interest or Units, as applicable, based on

the manner in which relative ownership of the Company is divided.

“Percentage Interest” means the percentage of ownership in the Company that, with
respect to each Member, entitles the Member to a Membership Interest and is expressed as
either:

A. If ownership in the Company is expressed in terms of percentage, the

percentage set forth opposite the name of each Member on Exhibit A, as may be
adjusted from time to time pursuant to this Agreement; or

B. If ownership in the Company is expressed in Units, the ratio, expressed as a

percentage, of:

(1) the number of Units owned by the Member (expressed as “MU” in the
equation below) divided by

(2) the total number of Units owned by all of the Members of the Company
(expressed as “TU” in the equation below).
MU
Percentage Interest =
TU

“Person” means an individual (natural person), partnership, limited partnership,

trust, estate, association, corporation, limited liability company, or other entity, whether
domestic or foreign.

“Units” mean, if ownership in the Company is expressed in Units, units of

ownership in the Company, that, with respect to each Member, entitles the Member to a
Membership Interest which, if applicable, is expressed as the number of Units set forth
opposite the name of each Member on Exhibit A, as may be adjusted from time to time
pursuant to this Agreement.

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 ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS,
CAPITAL ACCOUNTS AND LIMITED LIABILITY

2.1 Initial Capital Contributions. The names of all Members and each of
their respective addresses, initial Capital Contributions, and Ownership Interests must
be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital
Contribution set forth next to such Member’s name on Exhibit A to become a Member of the
Company.

2.2 Subsequent Capital Contributions. Members are not obligated to make

additional Capital Contributions unless unanimously agreed by all the Members. If
subsequent Capital Contributions are unanimously agreed by all the Members in a consent
in writing, the Members may make such additional Capital Contributions on a pro rata
basis in accordance with each Member’s respective Percentage Interest or as otherwise
unanimously agreed by the Members.

2.3 Additional Members.

A. With the exception of a transfer of interest (1) governed by Article 7 of this

Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons
may become Members of the Company and be issued additional Ownership Interests only
if approved by and on terms determined by a unanimous written agreement signed by all of
the existing Members.

B. Before a Person may be admitted as a Member of the Company, that Person

must sign and deliver to the Company the documents and instruments, in the form and
containing the information required by the Company, that the Members deem necessary or
desirable. Membership Interests of new Members will be allocated according to the terms of
this Agreement.

2.4 Capital Accounts. Individual Capital Accounts must be maintained for

each Member, unless (a) there is only one Member of the Company and (b) the Company
is exempt according to applicable tax laws. Capital Accounts must be maintained in
accordance with all applicable tax laws.

2.5 Interest. No interest will be paid by the Company or otherwise on Capital

Contributions or on the balance of a Member’s Capital Account.

2.6 Limited Liability; No Authority. A Member will not be bound by, or

be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the
Company, except as otherwise provided in this Agreement or as required by the Florida
Limited Liability Company Act. Unless expressly provided in this Agreement, no
Member, acting alone, has any authority to undertake or assume any obligation, debt, or
responsibility, or otherwise act on behalf of, the Company or any other Member.

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 ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the

Members any income, gain, loss, deduction, or credit of the Company will be allocated for
accounting and tax purposes on a pro rata basis in proportion to the respective Percentage
Interest held by each Member and in compliance with applicable tax laws.

3.2 Distributions. The Company will have the right to make distributions of
cash and property to the Members on a pro rata basis in proportion to the respective
Percentage Interest held by each Member. The timing and amount of distributions will be
determined by the Members in accordance with the Florida Limited Liability Company Act.
No distribution may be made if, after the distribution, the Company would be insolvent.

3.3 Limitations on Distributions. The Company must not make a distribution to

a Member if, after giving effect to the distribution:

A. The Company would be unable to pay its debts as they become due in the
usual course of business; or

B. The fair value of the Company’s total assets would be less than the sum
of its total liabilities plus the amount that would be needed, if the Company were to be
dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of
Members, if any, whose preferential rights are superior to those of the Members receiving
the distribution.

ARTICLE 4: MANAGEMENT

4.1 Management.

A. Generally. Subject to the terms of this Agreement and the Florida Limited
Liability Company Act, the business and affairs of the Company will be managed by the
Members.

B. Approval and Action. Unless greater or other authorization is required

pursuant to this Agreement or under the Florida Limited Liability Company Act for
the Company to engage in an activity or transaction, all activities or transactions must
be approved by the Members, to constitute the act of the Company or serve to bind the
Company. With such approval, the signature of any Members authorized to sign on behalf
of the Company is sufficient to bind the Company with respect to the matter or matters so
approved. Without such approval, no Members acting alone may bind the Company to any
agreement with or obligation to any third party or represent or claim to have the ability to
so bind the Company.

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 C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause
B above, the following matters require unanimous approval of the Members in a consent in
writing to constitute an act of the Company:

(i) A material change in the purposes or the nature of the Company’s

business;

(ii) With the exception of a transfer of interest governed by Article 7

of this Agreement, the admission of a new Member or a change in
any Member’s Membership Interest, Ownership Interest, Percentage
Interest, or Voting Interest in any manner other than in accordance
with this Agreement;

(iii) The merger of the Company with any other entity or the sale of all or
substantially all of the Company’s assets; and

(iv) The amendment of this Agreement.

4.2 Officers. The Members are authorized to appoint one or more officers from
time to time. The officers will have the titles, the authority, exercise the powers, and
perform the duties that the Members determine from time to time. Each officer will continue
to perform and hold office until such time as (a) the officer’s successor is chosen and
appointed by the Members; or (b) the officer is dismissed or terminated by the Members,
which termination will be subject to applicable law and, if an effective employment
agreement exists between the officer and the Company, the employment agreement. Subject
to applicable law and the employment agreement (if any), each officer will serve at the
direction of Members, and may be terminated, at any time and for any reason, by the
Members.

ARTICLE 5: ACCOUNTS AND ACCOUNTING

5.1 Accounts. The Company must maintain complete accounting records of the
Company’s business, including a full and accurate record of each Company transaction.
The records must be kept at the Company’s principal executive office and must be open to
inspection and copying by Members during normal business hours upon reasonable notice
by the Members wishing to inspect or copy the records or their authorized representatives,
for purposes reasonably related to the Membership Interest of such Members. The
Company will provide former Members and their agents and attorneys access for proper
purposes to records pertaining to the period during which they were Members. The
Company may impose a reasonable charge, limited to the costs of labor and material, for
copies of records furnished.

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 5.2 Records. The Members will keep or cause the Company to keep the following
business records.

(i) An up to date list of the Members, each of their respective full legal
names, last known business, residential, or mailing address, Capital
Contributions, the amount and terms of any agreed upon future
Capital Contributions, and Ownership Interests, and Voting Interests;

(ii) A copy of the Company’s federal, state, and local tax information and
income tax returns and reports, if any, for the six most recent taxable
years;

(iii) A copy of the Articles of Organization of the Company, as may be

amended from time to time (“Articles of Organization”); and any other
documents filed with the Florida Department of State concerning the
Company, together with copies of any power of attorney pursuant to
which any Articles of Organization or certificates were executed;

(iv) The times at which or events on the happening of which any

additional Capital Contributions agreed to be made by each member
are to be made; and

(v) An original signed copy, which may include counterpart signatures, of

this Agreement, and any amendments to this Agreement, signed by all
then-current Members.

5.3 Income Tax Returns. Within 45 days after the end of each taxable year, the
Company will use its best efforts to send each of the Members all information necessary for
the Members to complete their federal and state tax information, returns, and reports and
a copy of the Company’s federal, state, and local tax information or income tax returns and
reports for such year.

5.4 Subchapter S Election. The Company may, upon unanimous consent of the
Members, elect to be treated for income tax purposes as an S Corporation. This designation
may be changed as permitted under the Internal Revenue Code Section 1362(d) and
applicable Regulations.

5.5 Tax Matters Member. Anytime the Company is required to designate or select
a tax matters partner or partnership representative, pursuant to Section 6223 of the Internal
Revenue Code and any regulations issued by the Internal Revenue Service, the Members
must designate one of the Members as the tax matters partner or partnership representative
of the Company and keep such designation in effect at all times.

5.6 Banking. All funds of the Company must be deposited in one or more bank
accounts in the name of the Company with one or more recognized financial institutions.
The Members are authorized to establish such accounts and complete, sign, and deliver any

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banking resolutions reasonably required by the respective financial institutions in order to
establish an account.

ARTICLE 6: MEMBERSHIP VOTING AND MEETINGS AND DISQUALIFICATION

6.1 Members and Voting Rights. The Members have the right and power to vote
on all matters with respect to which the Articles of Organization, this Agreement, or the
Florida Limited Liability Company Act requires or permits. Unless otherwise stated in this
Agreement (for example, in Section 4.1(c)) or required under the Florida Limited Liability
Company Act, the vote of the Members holding at least a majority of the Voting Interest of
the Company is required to approve or carry out an action.

6.2 Meetings of Members. Annual, regular, or special meetings of the Members

are not required but may be held at such time and place as the Members deem necessary
or desirable for the reasonable management of the Company. A written notice setting forth
the date, time, and location of a meeting must be sent within a reasonable period of time
before the date of the meeting to each Member entitled to vote at the meeting. A Member
may waive notice of a meeting by sending a signed waiver to the Company’s principal
executive office or as otherwise provided in the Florida Limited Liability Company Act.
In any instance in which the approval of the Members is required under this Agreement,
such approval may be obtained in any manner permitted by the Florida Limited Liability
Company Act, including by conference call or similar communications equipment. Any
action that could be taken at a meeting may be approved by a consent in writing that
describes the action to be taken and is signed by Members holding the minimum Voting
Interest required to approve the action but, in no event, by a vote of less than a majority of
the Voting Interest that would be necessary to authorize taking such action at a meeting.
If any action is taken without a meeting and without unanimous written consent of the
Members, prompt notice of such action must be sent to each Member that did not consent to
the action or who was not entitled to vote on the action within ten (10) days after obtaining
such authorization by written consent.

ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS

7.1 Withdrawal. Members may withdraw from the Company prior to the
dissolution and winding up of the Company (a) by transferring or assigning all of their
respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the Members
unanimously agree in a written consent. Subject to the provisions of Article 3, a Member
that withdraws pursuant to this Section 7.1 will be entitled to a distribution from the
Company in an amount equal to such Member’s Capital Account.

7.2 Restrictions on Transfer; Admission of Transferee. A Member may transfer

Membership Interests to any other Person without the consent of any other Member. A
person may acquire Membership Interests directly from the Company upon the written
consent of all Members. A Person that acquires Membership Interests in accordance with
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this Section 7.2 will be admitted as a Member of the Company only after the requirements of
Section 2.3(b) are complied with in full.

ARTICLE 8: DISSOLUTION

8.1 Dissolution. The Company will be dissolved upon the first to occur of the
following events:

(i) The unanimous agreement of all Members in a consent in writing to

dissolve the Company;

(ii) Entry of a decree of judicial dissolution under 605.0702 of the Florida

Limited Liability Company Act;

(iii) At any time that there are no Members, unless and provided that
the Company is not otherwise required to be dissolved and wound
up, within 90 days after the occurrence of the event that terminated
the continued membership of the last remaining Member, the legal
representative of the last remaining Member agrees in writing to
continue the Company and (i) to become a Member; or (ii) to the
extent that the last remaining Member assigned its interest in the
Company, to cause the Member’s nominee or designee to become a
Member of the Company, effective as of the occurrence of the event
that terminated the continued membership of the last remaining
Member;

(iv) The sale or transfer of all or substantially all of the Company’s assets;

(v) A merger or consolidation of the Company with one or more entities

in which the Company is not the surviving entity.

8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth
in this Agreement or required by applicable law, the death, incapacity, disassociation,
bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the
Company.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification. The Company has the power to defend, indemnify, and
hold harmless any Person who was or is a party, or who is threatened to be made a party,
to any Proceeding (as that term is defined below) by reason of the fact that such Person
was or is a Member, officer, employee, representative, or other agent of the Company, or
was or is serving at the request of the Company as a director, Governor, officer, employee,
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representative or other agent of another limited liability company, corporation, partnership,
joint venture, trust, or other enterprise (each such Person is referred to as a “Company
Agent”), against Expenses (as that term is defined below), judgments, fines, settlements,
and other amounts (collectively, “Damages”) to the maximum extent now or hereafter
permitted under Florida law. “Proceeding,” as used in this Article 9, means any threatened,
pending, or completed action, proceeding, individual claim or matter within a proceeding,
whether civil, criminal, administrative, or investigative. “Expenses,” as used in this
Article 9, includes, without limitation, court costs, reasonable attorney and expert fees, and
any expenses incurred relating to establishing a right to indemnification, if any, under this
Article 9.

9.2 Mandatory. The Company must defend, indemnify and hold harmless
a Company Agent in connection with a Proceeding in which such Company Agent
is involved if, and to the extent, Florida law requires that a limited liability company
indemnify a Company Agent in connection with a Proceeding.

9.3 Expenses Paid by the Company Prior to Final Disposition. Expenses of each
Company Agent indemnified or held harmless under this Agreement that are actually
and reasonably incurred in connection with the defense or settlement of a Proceeding may
be paid by the Company in advance of the final disposition of a Proceeding if authorized
by a unanimous vote of all of the Members that are not seeking indemnification holding
a majority of the Voting Interests (excluding the Voting Interest of the Company Agent
seeking indemnification). Before the Company makes any such payment of Expenses,
the Company Agent seeking indemnification must deliver a written undertaking to the
Company stating that such Company Agent will repay the applicable Expenses to the
Company unless it is ultimately determined that the Company Agent is entitled or required
to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2
above or as otherwise required by applicable law).

ARTICLE 10: GENERAL PROVISIONS

10.1 Notice. (a) Any notices (including requests, demands, or other

communications) to be sent by one party to another party in connection with this
Agreement must be in writing and delivered personally, by reputable overnight courier,
or by certified mail (or equivalent service offered by the postal service from time to time)
to the following addresses or as otherwise notified in accordance with this Section: (i) if to
the Company, notices must be sent to the Company’s principal executive office; and (ii) if
to a Member, notices must be sent to the Member’s last known address for notice on record.
(b) Any party to this Agreement may change its notice address by sending written notice
of such change to the Company in the manner specified above. Notice will be deemed to
have been duly given as follows: (i) upon delivery, if delivered personally or by reputable
overnight carrier or (ii) five days after the date of posting if sent by certified mail.

10.2 Entire Agreement; Amendment. This Agreement along with the Articles of
Organization (together, the “Organizational Documents”), constitute the entire agreement

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among the Members and replace and supersede all prior written and oral understandings
and agreements with respect to the subject matter of this Agreement, except as otherwise
required by the Florida Limited Liability Company Act. There are no representations,
agreements, arrangements, or undertakings, oral or written, between or among the
Members relating to the subject matter of this Agreement that are not fully expressed in
the Organizational Documents. This Agreement may not be modified or amended in any
respect, except in a writing signed by all of the Members, except as otherwise required or
permitted by the Florida Limited Liability Company Act.

10.3 Governing Law; Severability. This Agreement will be construed and

enforced in accordance with the laws of the state of Florida. If any provision of this
Agreement is held to be unenforceable by a court of competent jurisdiction for any reason
whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this
Agreement (including without limitation, all portions of any provisions containing any
such unenforceable provision that are not themselves unenforceable) will not in any way
be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable
provision will be deemed modified and replaced by a provision that approximates the
intent and economic effect of the unenforceable provision and the Agreement will be
deemed amended accordingly.

10.4 Further Action. Each Member agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably necessary, appropriate,
or desirable to carry out the provisions of this Agreement.

10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit
of the parties to this Agreement and their respective permitted successors and assigns,
and no other Person or entity will have or acquire any right by virtue of this Agreement.
This Agreement will be binding on and inure to the benefit of the parties and their heirs,
personal representatives, and permitted successors and assigns.

10.6 Incorporation by Reference. The recitals and each appendix, exhibit,

schedule, and other document attached to or referred to in this Agreement are hereby
incorporated into this Agreement by reference.

10.7 Counterparts. This Agreement may be executed in any number of

counterparts with the same effect as if all of the Members signed the same copy. All
counterparts will be construed together and will constitute one agreement.

[Remainder Intentionally Left Blank.]

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 IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Operating Agreement and do each hereby represent and warrant that their respective
signatory, whose signature appears below, has been and is, on the date of this Agreement,
duly authorized to execute this Agreement.

Dated: __________________________

____________________________________________
Signature of Joseph E Brooks

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 EXHIBIT A
MEMBERS

The Members of the Company and their respective addresses, Capital Contributions,
and Ownership Interests are set forth below. The Members agree to keep this Exhibit A
current and updated in accordance with the terms of this Agreement, including, but not
limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1.

Members Capital Contribution Percentage Interest

Joseph E Brooks __________________ 100%

382 NE 191st St #366893
Miami, Florida 33179

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