OPERATING AGREEMENT
OF
Strand Investors Group, LLC


 
THIS OPERATING AGREEMENT (the "Agreement") is made as of ____________, 2009, by 
and among ______________________, ______________________, ________________________, 
_____________________________and _______________________. 

RECITALS 

A. ______________________, ____________________, ___________________________, 
______________________________and _________________________ (the "Members"), have 
agreed to establish a certain Limited Liability Company, pursuant to N.J.S.A. 42:2B-1 et seq. under 
the name of Strand Investors Group, LLC, (the "Company" or the "L.L.C."); and, 
B. The Members desire to authorize and ratify the filing of that certain Certificate of 
Formation for the Company with the New Jersey State Treasurer on _______________, 2009, which 
has been placed with the Minutes of the Company; and, 
C. The Members have established the Company for purpose of holding secured financing 
for the development of real estate, specifically for property known as 832 Wesley Avenue, Ocean 
City, Cape May County, New Jersey, and such other purposes as may specifically be agreed upon 
by the Members in accordance with this Operating Agreement. 
D. The Members desire to define and express all the terms and conditions governing the 
existence of the Company and their respective rights and obligations with respect to the Company. 
E. The Members desire to enter into a certain Operating Agreement for the Company in 
order to give effect to the matters referenced above, to document the continued business and 
operations of the Company, and to document the rights and obligations of the Members. 
F. The Members anticipate that the Company will be expanded in the future to include 
additional Members in order to more effectively provide the financing necessary to complete the 
project at 832 Wesley Avenue. 
NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings 
set forth in this Agreement, the adequacy and sufficiency of which is hereby acknowledged, the 
Members, intending to be legally bound, do hereby agree as follows: 

I. RECITALS 
1.1 The recitals set forth above are hereby acknowledged and affirmed by the Members and 
are specifically made a part of this Agreement. 
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II. DEFINITIONS 
2.1 For purposes of this Agreement, and unless otherwise defined herein, the following 
terms shall have the following meanings: 
A. "Bankruptcy" shall mean, with respect to any Member, that such Member shall have: 
(A) (1) made an assignment for the benefit of creditors; (2) filed a voluntary petition in bankruptcy; 
(3) been adjudicated as bankrupt or insolvent; (4) filed a petition or answer seeking for himself or 
herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or 
similar relief under any statute, law or regulation; (5) filed an answer or other pleading admitting 
or failing to contest the material allegations of a petition filed against him or her in any proceeding 
set forth in (4) above; or (6) sought, consented to, or acquiesced in the appointment of a trustee, 
receiver or liquidator of all or any substantial part of his or her assets or properties; (B) or if within 
ninety (90) days after the commencement of any proceeding against the Member seeking 
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief 
under any statute, law or regulation, the proceeding has not been dismissed; (C) or if within ninety 
(90) days after the appointment without his or her consent or acquiescence of a trustee, receiver, or 
liquidator of the Member or all or any substantial part of his or her assets or properties, the 
appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, 
the appointment is not vacated. 
B. "Capital Account" shall mean the account established and maintained for each Member 
on the books of the L.L.C., which is initially equal to the capital contribution of the Member to the 
L.L.C. and thereafter is increased by (i) additional cash contributions, if any, made by the Member 
to the L.L.C., (ii) the fair market value to the Member of any property contributed by the Member 
to the L.L.C. (net of any liability assumed by the L.L.C. and any liability to which such property is 
subject), and (iii) the amount of any income including income exempt from income tax or gain 
allocated to the Member for Federal income tax purposes, and decreased by (a) the amount of any 
Distributions of cash made to the Member, (b) the fair market value to the L.L.C. of any 
Distributions of property made to the Member (net of any liability assumed by the Member and any 
liability to which such property is subject), and (c) the amount of any losses allocated to the Member 
for Federal income tax purposes, all in accordance with Federal tax accounting principals. It is 
intended that the Capital Accounts of all Members shall be maintained in compliance with the 
provisions of Treasury Regulations Section 1.704-1(b) and all provisions of this Agreement relating 
to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with 
that Regulation. 
C. "Code" shall mean the Internal Revenue Code of 1986, as amended, the Treasury 
Regulations promulgated thereunder, and any corresponding provisions of subsequently enacted 
Laws or subsequently promulgated Regulations. 
D. "Consent" shall mean the unanimous consent of all Members in the L.L.C., unless 
otherwise specifically set forth in the Agreement. 
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E. "Distributions" shall mean Distributions of cash or other property made by the L.L.C. 
to the Members. The repayment of any Member's loans made to the L.L.C. and any payment of fees 
to the Member or reimbursement of disbursements shall not be considered Distributions. 
F. "Income and Gain from Dispositions" shall mean all net income and gain recognized by 
the L.L.C. for Federal income tax purposes resulting from the sale or other disposition of all or a 
substantial portion of the assets of the LLC. 
G. "Income from Operations" shall mean all income and gain recognized by the L.L.C. for 
Federal income tax purposes, other than Income and Gain from Dispositions. 
H. "L.L.C. Interest" shall mean a Member's entire right, title and interest in and to the 
L.L.C., including a Member's percentage share of Distributions of Net Cash Flow and Net Proceeds 
from the L.L.C. 
I. "L.L.C. Percentage Interest" shall mean, as to each Member, the Percentage Interest in 
the L.L.C. allocated to such Member on the books and records of the L.L.C. No Member’s Interest, 
whether that of an initial Member or a subsequently admitted additional Member, shall have any 
priority over another Member’s Interest. 
J. "Losses from Dispositions" shall mean all net losses recognized by the L.L.C. for Federal 
income tax purposes resulting from the sale or other disposition by the L.L.C. of all or a substantial 
portion of the assets of the LLC. 
K. "Losses from Operations" shall mean all losses recognized by the L.L.C. for Federal 
income tax purposes other than Losses from Dispositions. 
L. "Manager" shall mean the Manager of the L.L.C., including any additional or Successor 
Manager or Managers. 
M. "Member" shall mean any Person who is or who may be admitted to the L.L.C. as a 
Member pursuant to the provisions of this Agreement. 
N. "Net Cash Flow" shall mean, with respect to any fiscal year of the L.L.C. the amount 
to be calculated as follows: (1) any Income from Operations, minus (2) the sum of (a) any Losses 
from Operations; (b) all amounts paid by the L.L.C. on account of the amortization of any 
borrowings, other than out of Net Proceeds, the Proceeds of any borrowings or Capital 
Contributions; and (c) capital expenditures, other than out of Net Proceeds, the Proceeds of 
borrowings or Capital Contributions. 
O. "Net Income" and "Net Losses" shall mean the Net Income or Net Losses of the 
Company as determined by the accountant employed by the Company at the close of each fiscal year 
and reported on the Company information tax return for Federal income tax purposes. 
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P. "Net Proceeds" shall mean the net cash or other consideration available to the L.L.C. 
as the result of (a) the sale or other disposition of all or a substantial portion of the assets of the LLC; 
and (b) the giving or refinancing of any lien, security interest or other encumbrance on the assets of 
the LLC; in each case less (i) all costs and expenses incident thereto; (ii) the portion, if any, that is 
reinvested in the assets of the LLC; (iii) the portion, if any, that is applied to reduce or discharge any 
indebtedness of the L.L.C. (including loans made by Members); and (iv) the portion, if any, which, 
in the discretion of the Manager (if applicable), is retained as a reserve to meet L.L.C. obligations. 
Q. "Person" shall mean any natural person, general partnership, limited partnership, limited 
liability company, foreign limited liability company, trust, estate, association, corporation, 
custodian, nominee, or any other individual or entity in its own or any representative capacity. 
R. “Project” shall mean the real estate development located at 832 Wesley Avenue, Ocean 
City, Cape May County, New Jersey, consisting of two (2) triplexes and a swimming pool, together 
with associated site improvements, being undertaken by Sandy Beach Group, LLC, or any successor 
developer. 
III. FORMATION AND ORGANIZATION 
3.1 The Members hereby confirm the formation of the Company pursuant to the provisions 
of N.J.S.A. 42:2B-1 et seq., commonly referred to as the New Jersey Limited Liability Company Act 
(hereinafter the "Act"). 
3.2 The Members hereby affirm and ratify the actions of executing and filing the Certificate 
of Formation for the Company with the New Jersey State Treasurer; this Certificate of Formation 
was executed and filed on ________________, 2009, and has been placed with the Minutes of the 
Company. 
3.3. The name of the Company shall be Strand Investors Group, LLC; such name shall be 
used at all times in connection with the business and affairs of the L.L.C. The Company reserves 
the right to register and operate under an alternate name, subject to the appropriate filing with the 
New Jersey State Treasurer. 
3.4 The registered agent of the L.L.C. shall be ___________________; the registered office 
of the L.L.C. shall be _______________________________________. 
3.5 The principal place of business of the Company shall be the registered office and/or such 
other place or places as the Manager may designate. 
3.6 The purpose for which the L.L.C. is organized shall be the holding of secured financing 
for the development of real estate and such other purposes as may be specifically agreed upon by 
the Members in accordance with this Operating Agreement. 
3.7 The term of the L.L.C. shall commence on the date of the filing of the Certificate of 
Formation, and shall continue in perpetual existence, unless and until terminated pursuant to the 
provisions of this Agreement. 
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3.8 All of the Company's right, title and interest in and to the assets acquired by the 
Company shall be held in the name of the Company as an entity. Upon acquisition, the Members 
shall execute such documents as may be necessary to reflect the Company's ownership interest in 
such asset and shall record the same, if applicable, in such public offices as shall be necessary to 
reflect such ownership interest by the Company. No Member shall have an ownership interest in 
any Asset of the Company in his or her individual name, and each Member's L.L.C. Interest shall 
be considered personal property for all purposes. 
IV. MEMBERS AND CAPITAL CONTRIBUTIONS 
4.1 The Initial Members of the Company shall be ___________________________, 
__________________________________________, ___________________________________, 
_________________________________and _______________________________. 
4.2 The Members shall be issued and own the following Units in the Company, shall hold 
and own the following percentage interests in the Company and shall contribute the following 
amounts to the initial capital of the Company. Although there are initially five (5) units issued, it 
is anticipated that the Company may issue up to twenty five (25) units by the admission of additional 
members or by the issuance of additional units to existing Members or a combination thereof. The 
issuance of fractional units may be permitted by the Manager. A Member holding a fractional unit 
shall contribute to the Company proportionately and shall hold voting rights in proportion to such 
fractional unit. 
Member Units Percentage 
Interest 
Initial Capital Contribution 
1 20% $100,000.00 
1 20% $100,000.00 
1 20% $100,000.00 
1 20% $100,000.00 
1 20% $100,000.00 

4.3 An individual Capital Account shall be established for each Member on the books and 
records of the Company. The Capital Account of each Member shall be (a) credited with the Capital 
Contribution of such Member and with the income of the Company to which the Member is entitled 
pursuant to the terms of this Agreement, and (b) charged with the Company's Distributions of cash 
and other property made to such Member and with the losses incurred by such Member pursuant to 
the terms of this Agreement. 
4.4 Except as may specifically be provided in this Agreement, no Member shall be entitled 
to any Distributions from the L.L.C. or to withdraw or demand the return from the Company all or 
any part of its Capital Account; in addition, no Member shall have the right to demand or receive 
property other than cash from the Company as a return of Capital or as a Distribution of income. 
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4.5 No Member shall have priority over any other Member either as to the return of its 
Capital Contribution to the L.L.C. or as to any Distributions, except as may specifically be provided 
for in this Agreement. 
4.6 Each Member hereby agrees to contribute additional funds in the form of Capital 
Contributions to the L.L.C. on a pro rata basis in proportion to its respective L.L.C. Percentage 
Interest, up to a maximum of an additional $1,000.00 each, when in the opinion of the Manager, 
such additional funds are necessary to accomplish the business of the L.L.C. 
4.7 In the event that any Member should fail to pay its additional contribution to the L.L.C. 
in accordance with the above, then such Member shall be deemed to be in default of its obligations 
as a Member. In the event that any such Member in default does not cure the default within sixty 
(60) days, then in addition to any other rights the L.L.C. may have, such Member shall remain liable 
on the unpaid principal balance of the unpaid Capital Contribution and shall forfeit any and all rights 
provided for in this Agreement. In addition, all rights and entitlement of that Member attributable 
to that Member's interest in the L.L.C. shall be suspended during the period of default, and any 
profits and losses attributable to that defaulting Member's L.L.C. Interest may be allocated for the 
then-current fiscal year to the other, non-defaulting Members pro rata in accordance with their 
L.L.C. Percentage Interests. 
4.8 It is anticipated that in order to allow the completion of the Project, the Company 
membership will be expanded in order to include additional Members. Additional Members shall 
be admitted upon the approval of the Manager and upon compliance with this Operating Agreement. 
Each such subsequently admitted Member shall provide as capital to the company an initial Capital 
Contribution equal to the Capital Contributions made by each of the existing Members. If such 
newly admitted Member intends to hold only a fractional unit, then the initial Capital Contribution 
shall be proportionate to the Capital Contributions made by the Members holding full units. 
V. ADVANCES 
5.1 In the event that any Member shall Advance any funds to the L.L.C. other than as 
provided in Article IV. above, then the amount of any such Advance shall not be considered as an 
additional Capital Contribution of such Member, but shall be considered to be a debt due from the 
Company to such Member to be repaid at an interest rate to be agreed upon prior to the making of 
such Advance, at such times as shall be agreed upon or, in the absence of such agreement, upon 
Dissolution and Liquidation of the L.L.C. 
VI. MANAGEMENT 
6.1 The Members hereby agree that ___________________ is designated at this time as the 
Manager for the Company. 
6.2 The Manager shall have the right and power to manage and operate the Company, and to 
do any and all things necessary, advisable or consistent with the purpose, business and objectives 
of the Company, as stated in Article III of this Agreement. 
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 6.3 The Manager shall have the power on behalf of the Company to issue financing to Sandy 
Beach Group, LLC or any successor developer for the Project. Such financing shall be upon 
commercially reasonable terms and conditions as the Manager may determine, subject, of course, 
to the Manager's obligation to act consistently in good faith and in order to carry out the objectives 
of the Company. 
6.4 The Manager shall have full power and authority, subject in all cases to the other provisions 
of this Agreement and the requirements of any applicable law, to manage, control, administer and 
operate the business and affairs of the Company for the purposes stated in this Agreement and to 
make all decisions affecting such business and affairs, including, but not limited to, the power to do 
the following: 
A. To establish reasonable reserve funds out of revenues or other cash received by the 
Company; 
B. To deposit or invest reserve funds of the Company in bank accounts or brokerage cash 
accounts; 
C. To prosecute, defend, settle or compromise any actions or claims at the Company's 
expense, as may be deemed necessary or proper to enforce or protect the interests and property of 
the Company and to satisfy any judgment or settlement; 
D. To enter into, execute, acknowledge, deliver, perform and carry out contracts and 
agreements of every kind necessary or incidental to the accomplishment of the business of the 
Company; 
E. To purchase liability and other insurance to protect the Company's properties and 
business; 
F. To make any and all expenditures which the Manager, in the Manager’s discretion, might 
deem necessary or appropriate in connection with the management of the affairs of the Company 
and the satisfaction of the Manager’s obligations and responsibilities under this Agreement. 
6.5 Anything in this Agreement to the contrary notwithstanding, the Manager shall not be 
entitled to engage in any of the following actions without the prior written Consent and authorization 
of the Members: 
A. Amending this Agreement; 
B. Deviating from any of the purposes of the Company as set forth in this Agreement; 
C. Acting outside the scope of authority granted to the Manager, whether provided for in 
the Act or in this Agreement; 
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D. Engaging in Company business in any jurisdiction which does not provide for the 
registration of limited liability companies. 
6.6 The Manager shall receive as compensation for all services provided to the Company a 
percentage share of _____ % of all Distributions of Net Cash Flow and Net Proceeds. 
6.7 The Manager shall devote to the Company such time as is necessary for the proper 
performance of his or her duties as Manager. The Manager may engage in any other business or 
investment including the investment in, ownership of, or operation of business activities, whether 
or not in direct or indirect competition with the Company. The Company shall have no rights in or 
to any such business, profession or investment, or to the income or profits derived therefrom. The 
Company shall likewise have no obligations in connection with any such business, profession or 
investment. 
6.8 The Manager shall not be liable, responsible or accountable in damages or otherwise to the 
Company or any of its Members for failing to take any action, or for taking any action, in good faith 
within the scope of the authority conferred on him or her by this Agreement. However, the Manager 
shall be and remain liable, responsible and accountable in damages to the Company and to its 
Members for any damages or losses arising out of or resulting from the Manager's actions outside 
the scope of the authority granted to him or her under this Agreement and, in addition, such 
action or inactions as might constitute a breach of his or her duties and responsibilities under this 
Agreement. Nothing in this Article shall be deemed to make the Manager liable, responsible or 
accountable to persons other than the Company and its Members. 
6.9 Subject to what is set forth above, the Company shall hold harmless and indemnify the 
Manager from and against any and all form of loss, liability, cost and expense, including payment 
of reasonable attorney(s fees, arising or relating in any way to any action or inaction undertaken or 
not undertaken in good faith within the scope of the authority conferred upon the Manager by this 
Agreement. The Manager shall hold harmless and indemnify the Company and its Members from 
and against any and all form of loss, liability cost and expense, including payment of reasonable 
attorney's fees, arising or relating in any way to any action or inaction undertaken or not undertaken 
by the Manager outside the scope of authority granted under this Agreement and/or in any manner 
that might be construed as a breach of the Manager's duties and obligations under this Agreement. 
6.10 The occurrence of a Terminating Event with respect to the Manager shall cause the 
dissolution of the L.L.C., unless within ninety (90) days after the occurrence of that Terminating 
Event, all of the Members elect to continue the business and affairs of the L.L.C. in accordance with 
the provisions of this Agreement and, by majority vote, designate another Person to serve as 
Manager for the purpose of continuing the business of the L.L.C.; such new Manager shall sign a 
copy of this Agreement as Successor Manager, which shall then constitute that Successor Manager(s 
agreement to be bound by and to comply with all of the duties and obligations of the Manager 
hereunder. A Successor Manager may be a Member. 
6.11 The Members may, by a 2/3 vote, change the identity of the Manager. 
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 6.12 Upon the written request of any Member, the Manager shall make available copies of all 
books of accounts, bank records, accounts payable and account receivable records and any and all 
financial statements and tax filings of the Company. The Manager shall be directly responsible for 
any legal fees and court costs or arbitration costs incurred by any Member in attempting to enforce 
such disclosure. 
6.13 The Manager's or Successor Manager's authority, powers and rights referred to herein shall, 
at all times, be and remain subject to review and approval of the Members; by majority vote, the 
Members may expand or limit such authority, powers and rights granted to the Manager or 
Successor Manager. 
VII. RIGHTS AND OBLIGATIONS OF MEMBERS 
7.1 Other than during a period of time in which there is no Manager or Successor Manager 
serving, no Member shall take part in the management or control of the business of the Company, 
shall have any authority to transact any business for or in the name of the Company. 
7.2 Each Member may engage in any other business, investment or profession, including, 
but not limited to, the investment in, ownership of, or operation of business activities, whether or 
not in direct or indirect competition with the Company. The Company and the other Members shall 
have no rights in or to any such business, profession or investment, or to the income or profits 
derived therefrom. 
7.3 Notwithstanding the above, and if applicable in accordance with the above, a Member 
who is also a Manager shall have all rights and powers, and shall likewise be subject to all 
restrictions and liabilities, of a Manager, but shall have all rights and powers, and likewise be subject 
to all restrictions and liabilities, of a Member to the extent of his or her participation in the Company 
as a Member. Any exercise by the Members of their rights under this Agreement as Members shall 
be deemed to be actions affecting the Agreement among the Members, and not actions affecting the 
management or control of the business of the Company. 
7.4 No Member shall be entitled to any fees, commissions or other compensation from the 
Company for any services rendered to or performed for the Company as a Member. However, the 
Manager shall be entitled to compensation in accordance with 6.6. The Company may retain an 
outside accountant or other professional who is the spouse of or otherwise related to a Member and 
this paragraph shall not prohibit the payment of ordinary and customary compensation to such 
accountant or other professional. 
7.5 Meetings of the Members may be called at any time by the Members by majority vote. 
Meetings of Members shall be held at the Company's principal place of business, unless otherwise 
specifically agreed. 
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7.6 All meetings referred to above shall be held on not less than five (5), nor more than 
fifteen (15), days' written notice to each Member entitled to vote at any such meeting. The notice 
shall state the time, place and purpose of the meeting. Anything herein to the contrary 
notwithstanding, each Member who is entitled to notice shall be deemed to have waived notice if, 
whether before or after the meeting, such Member signs a waiver of the notice which is filed with 
the record of the Members' meetings, or is present at the meeting in person or by proxy. Unless 
otherwise provided herein, the presence at a meeting, whether in person or by proxy, of Members 
holding at least fifty-one (51%) percent of the L.L.C. Percentage Interests then held by Members 
shall constitute a quorum. A Member may vote either in person or by written proxy, signed by the 
Member or by his or her duly authorized attorney-in-fact. Members shall be deemed present at a 
meeting if available by teleconference. 
7.7 Each Member shall be entitled to vote those numbers of Membership Units, authorized 
for issuance and issued to such Member; unless otherwise provided, no class of Units shall have 
priority over any other class. 
7.8 In the event of a deadlock (defined as an instance in which the votes of the Members 
on an issue shall remain equal, thereby not constituting a required majority), the issue on which the 
deadlock has been reached shall be resolved by referral of that issue to the then, regularly employed 
Certified Public Accountant of the Company, whose decision on the issue shall be binding upon the 
Members. 
7.9 Anything herein to the contrary notwithstanding, the Members may vote or otherwise 
take any Company action, in lieu of a formal meeting, by written instrument containing the Consent 
of all the Members. 
VIII. DISTRIBUTIONS AND ALLOCATIONS 
8.1 The Manager shall determine whether and when to make Distributions of Net Cash 
Flow and Net Proceeds to the Members. The Manger shall retain such funds in the Company as 
deemed necessary to cover the Company's reasonable business needs, which shall include reserves 
against possible losses in the payment or in making provisions for the payment, when due, of 
obligations of the Company. Subject to the above, the Company shall, from time to time, distribute 
to each Member entitled to it, the amount of any Net Cash Flow or Net Proceeds which the Manager, 
in the exercise of reasonable discretion, deems advisable. Ordinarily, such distributions shall be 
made within ten (10) days of the Company’s receipt of interest or principal payments. 
8.2 Any Net Cash Flow shall be distributed to the Members in accordance with the L.L.C. 
Percentage Interests in the Company. 
8.3 Any Net Proceeds shall be distributed to the Members in accordance with the L.L.C. 
Percentage Interests in the Company. 
8.4 Income from Operations and Losses from Operations shall be allocated among the 
Members in accordance with the L.L.C. Percentage Interests in the Company. 
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8.5 Regulatory Allocations. The following special allocations shall be made in the 
following order: 
A. Minimum Gain Chargeback. Notwithstanding any other provision of this Article VIII, 
if there is a net decrease in the Minimum Gain during any LLC fiscal year, each Member who would 
otherwise have a Capital Account deficit in excess of the amount of such deficit that such Member 
would be obligated to restore shall be specifically allocated items of Profit for such year (and, if 
necessary, subsequent years) in an amount and manner sufficient to eliminate such excess deficit as 
quickly as possible. 
B. Gross Income Allocation. In the event a Member has a deficit Capital Account at the end 
of any LLC fiscal year which is in excess of the sum of the amount of such deficit that such Member 
is obligated to restore, then such Member shall be specially allocated items of Profit in the amount 
of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.5B shall 
be made only if and to the extent that such Member would have such an excess deficit after all other 
allocations provided for in Article VIII have been made as if this Section 8.5B were not in the 
Agreement. 
C. Member Loan Nonrecourse Deductions. Any Losses attributable to a Member Loan or 
any other loan for which one Member (or a Person related, within the meaning of Regulations 
Section 1.752-4(b), to such Member) but not the other Member, bears the economic risk of loss 
(Member Nonrecourse Debts) shall be allocated to such Member that bears the economic risk of 
loss with respect to such Member Nonrecourse Debt in accordance with Regulations Section 
1.704-2(i). 
D. Reallocation of Losses. In the event that the allocations of Losses required by this 
Article VIII would create or increase a deficit in a Member(s) Capital Account as of the end of the 
taxable year in excess of the amount of such deficit that such Member is obligated to restore, then 
an amount of Losses equal to such excess deficit shall be reallocated from such Member to the other 
Member to the extent of, but not in excess of, such other Member's positive Capital Account 
balance. In the event that neither Member has a positive Capital Account balance, then Losses that 
will create or increase a deficit balance in either Member's Capital Account shall be allocated to the 
Members in proportion to their Percentage Interests. 
E. Capital Account Deficit. For purposes of this Section 8.5 a Member shall be considered 
to be obligated to restore a deficit in its Capital Account by (i) the amount that such Member is 
required to restore pursuant to this Agreement; (ii) the amount such Member is deemed to be 
obligated to restore pursuant to the Minimum Gain chargeback provisions set forth in Regulations 
Section 1.704-2(g); and (iii) the amount such Member would deem obligated to restore if deductions 
relating to Nonrecourse Debts and the Minimum Gain was computed with respect to such Member 
Nonrecourse Debts. 
8.6 Curative Allocations. The allocations set forth in Section 8.5 (the "Regulatory 
Allocations") are intended to comply with the requirements of Regulations under Code Section 
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7.04(b) and shall be interpreted consistently with such Regulations. Notwithstanding any other 
provision of this Article VIII, other items of Profits and Losses shall be allocated among the 
Members so that, to the extent possible without violating the purpose of the Regulatory Allocations 
the net amount of Profits and Losses allocated to each Member shall be equal to the net amount that 
would have been allocated to each such Member if the Regulatory Allocations had not been made. 


8.7 Tax Allocations. All items of income, gains, losses and deductions computed for 
Federal income tax purposes shall be allocated to the Members in accordance with the allocation of 
the corresponding item of Profits or Losses and all other allocations shall be made in proportion to 
each Member's Percentage Interests. In the event that property with a fair market value differs from 
its adjusted tax basis is contributed to the LLC by a Member or owned by the LLC if and when the 
Member's Capital Accounts are revalued, then the items of income, gain, loss and deduction with 
respect to such property shall be allocated in accordance with Section 7.04(c) of the Code and 
the Regulation thereunder. All other allocations shall be made in proportion to the Member's 
Percentage Interests. 
8.8 All other forms of income, gain, loss, deduction or credit that is capable of allocation 
shall be allocated among the Members in accordance with the L.L.C. Percentage Interests, unless 
the Code shall require that any such item be allocated among the Members in a manner inconsistent 
with the allocations provided for in this Agreement in order to be respected by the Internal Revenue 
Service; in that event, and notwithstanding any contrary provision in this Agreement, the Members 
shall reallocate all such items in a manner which conforms with the Code and, if possible, most 
closely approximates the allocations otherwise provided for in this Agreement. The allocations 
under this sub-paragraph shall be binding on all Members. 
IX. TRANSFER OF INTERESTS 
9.1 Subject to what is set forth in the paragraph immediately below, a Manager may not 
withdraw or retire as Manager without the prior written authorization of a majority of the Members, 
unless that withdrawal or retirement shall be in connection with the Dissolution of the Company. 
The provisions of this paragraph shall be applicable equally to any Successor Manager. 
9.2 A Manager may not withdraw as Manager of the L.L.C., unless written notice is 
provided to all Members and a Successor Manager is named, who is approved in advance in writing 
by a majority of Members and who shall, as Successor Manager, sign a copy of this Agreement in 
his or her capacity as Successor Manager and deliver same to each Member prior to being authorized 
to act as such Successor Manager. 
9.3 No Member may assign or otherwise transfer all or any part of his or her L.L.C. Interest, 
or grant or create any participation in such Member's right to receive Distributions or returns of 
Capital, without the advance written Consent of the other Members. Any such transaction by a 
Member in violation of the provisions of this paragraph shall be deemed null and void at its 
inception, and of no force or effect. 
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9.4 Anything to the contrary notwithstanding, and in the event that a Member may wish to 
sell, assign or transfer all or any portion of his or her L.L.C. Interest in the Company, then such 
Member shall first offer that Interest to the Company which may, by a majority vote of the Members 
then entitled to vote, agree to purchase or acquire that Interest. If the Company does not agree, then 
such Member may sell, assign or transfer all or any portion of his or her L.L.C. Interest in the 
Company to another Member, without obtaining the prior written approval of any other Person. 
9.5 Anything to the contrary notwithstanding, a Member may sell, assign or transfer all or 
any portion of his or her L.L.C. Interest to a Person other than a Member; however, that purchaser, 
assignee or transferee shall not become a Member, and the transaction shall be deemed to be null 
and void: (1) unless all of the remaining Members provide their advance written Consent to such 
sale, assignment or transfer; (2) unless any such sale, assignment or transfer shall be made in full 
compliance with all applicable Laws, Regulations and the Act; and (3) unless the purchaser, assignee 
or transferee shall have executed and acknowledged an Assumption Agreement pursuant to which 
that purchaser, assignee or transferee agrees to assume all of the obligations of the transferor and 
to be bound by all of the provisions of this Agreement. 
9.6 In the event that any Person shall acquire all or any part of the L.L.C. Interest of a 
Member by operation of law or judicial proceeding, the holder of that L.L.C. Interest shall be 
entitled to receive only the share of income, gain, deductions, credits and losses, as well as the return 
of contributions to which said Member would otherwise be entitled; however, that Person shall have 
no right to participate in the Management of the L.L.C. or vote on matters coming before the L.L.C. 
9.7 The L.L.C. shall dissolve and terminate upon the death, retirement, resignation, 
expulsion, Bankruptcy, incompetency or Dissolution of a Member, or the occurrence of any other 
event which terminates the continued Membership of a Member in the L.L.C. in accordance with 
this Agreement or under the Act, unless all of the remaining Members Consent to continue the 
business of the L.L.C. The remaining Members shall have the right, but not the obligation, to 
continue the business of the L.L.C., exercisable within ninety (90) days from receipt of notice of any 
of the events referred to in this paragraph. 
X. DISSOLUTION AND LIQUIDATION 
10.1 The Company shall be dissolved upon the occurrence of any one of the following 
events: 
A. A 2/3rd vote of the Members; 
B. The sale, divestiture, or other similar disposition by the Company of all or substantially 
all of its assets; 
C. Any other event which, under the laws of the State of New Jersey, would cause the 
Dissolution of an L.L.C., unless all of the Members Consent to continue the business of the L.L.C. 
under the terms of this Agreement; 
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D. The occurrence of a Terminating Event with respect to the Manager, unless all Members 
Consent to continue the business of the Company and designate a Successor Manager, all of which 
shall be done in accordance with the terms of this Agreement. 
10.2 Dissolution shall be effective on the date of the event giving rise to the Dissolution, 
but the Company shall not terminate until the assets have been distributed in accordance with the 
provisions of this Agreement. 
10.3 Upon the Dissolution of the Company pursuant to the causes set forth above, the 
winding up of the Company business and the distribution of Company assets shall be carried out in 
good faith, with due diligence, and in a timely manner, consistent with the provisions of this Article 
X. and the requirements of applicable law. 
10.4 The Manager shall act as "Liquidator", unless the Dissolution of the Company shall 
occur as the result of any Terminating Event with respect to the Manager, in which event the 
Liquidator shall be selected by unanimous Consent of the remaining Members. The provisions of 
this paragraph shall be applicable equally to any Successor Manager 
10.5 The Liquidator shall promptly file all certificates or notices of Dissolution of the 
Company as might be required by law. Upon complete Liquidation and distribution of Company 
property and assets, the Members shall cease to be Members of the Company, and the Liquidator 
shall execute, acknowledge and file all certificates and notices required by law to dissolve the 
Company. 
10.6 Promptly following the complete Liquidation and distribution of Company property 
and assets, the Company accountant shall prepare, and the Liquidator shall furnish to each Member, 
a statement showing the manner in which the Company property and assets were liquidated and 
distributed; such statement shall contain a full and proper accounting of all assets, liabilities and 
operations of the Company, effective as of the last day of the month in which the Dissolution occurs. 
10.7 The Net Proceeds resulting from the Liquidation of the assets of the Company shall 
be distributed in accordance with the following priorities: 
A. To the payment of accrued expenses, debts, obligations and liabilities of the Company, 
except those payable to any Member; 
B. To the creation of any reserve which the Liquidator deems necessary to provide for any 
contingent or unforeseen liabilities or obligations of the Company; provided, however, that at the 
expiration of such period of time as the Liquidator might deem advisable, the balance of such 
reserves shall be distributed in the manner set forth in sub-paragraph D. below; 
C. To the Members to repay any loans or advances made by them to the Company, or any 
other debts owed to them by the Company; 
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D. The balance shall be distributed to the Members in accordance with the L.L.C. percentage 
Interests. 
10.8 No Member shall have the right to demand and receive other than cash. The 
Liquidator shall in any event have the power to sell the Company's assets for cash in order to provide 
for payment of liabilities and for establishment of any reserves referred to above. All saleable assets 
of the Company may be sold in connection with any Liquidation at public or private sale at such 
price and upon such terms as the Liquidator, in his or her sole discretion, may deem advisable. Any 
Member and any Person in which any Member is in any way interested, may purchase those assets 
at such sale. Distributions of Company assets may be made in cash or in kind, by agreement of the 
Members. 
XI. RECORDS, REPORTS AND TAXES 
11.1 The fiscal year of the Company, and its method of accounting, shall be as determined 
by the Manager in consultation with the Company's accountant. 
11.2 At all times during the continuance of the Company and its winding up, the Manager 
shall keep, or cause to be kept, true books and records of all transactions of the Company. All such 
books and records, together with this Agreement and a copy of the Certificate of Formation for the 
Company, as same might be amended, shall be maintained at the principal office of the Company, 
or at the office of the Company's accountants, but shall be open to the inspection of all Members or 
their duly designated representatives, upon reasonable prior notice and during normal business 
hours. 
11.3 All funds of the Company shall be deposited in the Company's name in such bank or 
brokerage account or accounts as shall be designated by the Manager. 
11.4 There shall be established and maintained on the books of the Company a Capital 
Account for each Member. 
11.5 Each Member hereby recognizes that the Company will be recognized as a 
partnership for both Federal and New Jersey tax purposes. The Members shall undertake all 
reasonable, but good faith, efforts to cause the Company's accountants to prepare and make timely 
filings of all tax returns and statements which the accountants determine, in the exercise of good 
faith, must be filed on behalf of the Company with any appropriate taxing authority. The accountant 
shall provide a copy of all such returns and statements to each Member prior to the respective filing 
due dates, including any extensions, and prior to the actual filings of any such returns. In addition, 
copies of all such returns and statements shall be kept and maintained with the Company's books and 
records as set forth above. 
11.6 No Member shall take any action or refuse to take any action which might cause the 
Company to forfeit the benefits of any tax election previously made or agreed to be made by the 
Company. 
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11.7 All determinations of accounting matters hereunder shall be made by a majority of the 
Members upon the advice of the then-regularly retained accountant of the Company in accordance 
with generally accepted accounting principals applied on a consistent basis. Unless otherwise 
provided for herein, the accountant for the Company shall be selected by the Manager. 
11.8 All assets acquired by the Company shall be titled in the name of the Company. 
XII. MISCELLANEOUS 
12.1 Each Member hereby knowingly, intelligently and permanently waives and relinquishes 
any and all rights that he or she may have to cause all or any part of the Property of the Company 
to be partitioned, it being the intention of the Members to prohibit any Member from bringing any 
form of law suit for partition against the Company or the other Members, or any one of them. This 
provision shall be specifically enforceable in a court of law in the State of New Jersey, or in any 
other jurisdiction in which this Agreement might be honored. 
12.2 Any disputes, controversies and disagreements arising between the parties hereto 
(except for actions for injunctive relief) shall be resolved by arbitration to be conducted, in Atlantic 
or Cape May County, New Jersey, and in accordance with the rules then pertaining for commercial 
disputes of the American Arbitration Association. The laws of the State of New Jersey shall apply 
to any dispute arising out of this Agreement. Only issues of estate fiduciary law shall be governed 
by the state in which the estate or trust exists. All other legal issues shall be governed by New 
Jersey law. The rule or decision in such arbitration shall be binding upon the parties. Such award 
or decision may be entered as a judgment in such court or courts as may have jurisdiction over the 
parties in the matter. Any controversy arising under this Agreement shall be determinable only by 
such arbitration procedure. 
12.3 The headings contained in this Agreement are for reference purposes only and shall 
not affect the meaning or interpretation of this Agreement. 
12.4 This Agreement contains the entire understandings and agreements made by and 
between the parties to it. There shall be no representations or warranties included in this Agreement 
unless specifically set forth herein. This Agreement may not be modified, altered, amended or 
changed except by an instrument in writing duly executed by all Members. 
12.5 This Agreement may be executed in one or more counterparts, each of which shall 
constitute a duplicate original. For purposes of this Agreement, facsimile signatures shall be 
acceptable and enforceable to the same extent as original signatures. 
12.6 This Agreement shall be binding upon and shall inure to the benefit of the parties 
hereto, their respective legal or personal representatives, heirs, successors and assigns. 
12.7 The invalidity or un-enforceability of any provision of this Agreement shall in no way 
affect the validity or enforceability of any other provision of this Agreement. 
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12.8 All schedules and exhibits that may be attached to this Agreement are incorporated 
herein by reference and specifically made part of this Agreement. 
12.9 Any notice or Consent required to be provided or given by any provision of this 
Agreement shall be in writing and shall be delivered personally or by certified mail, return receipt 
requested to the Members, at their addresses set forth in this Agreement, unless specifically notified 
otherwise in advance in writing. Notice or Consent transmitted by facsimile with adequate proof 
of same by the transmitting party shall also be acceptable. 
12.10 Each Member hereby represents that such Member is acquiring such Member’s 
interest in the Company for such Member’s own account, or investment, not with the intent of 
selling or distributing such interest or taking such action as may invoke applicable state or federal 
securities laws. 
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals 
effective the day and year first above written. 
Dated: ____________________ __________________________________________ 
Dated: ____________________ __________________________________________ 
Dated: ____________________ ___________________________________________ 
Dated: ____________________ ___________________________________________ 
Dated: ____________________ ___________________________________________ 
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