Preview
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021
FIRST AMENDED AND RESTATED OPERATING AGREEMENT
OF
2HNYLLC
This First Amended and Restated Operating Agreement (the "Agreement") of2H NY LLC,
an New York limited liability company (the "Company") is entered into as of July 3, 2020, by
David Salamon with an address at 38 Remsen Avenue #101, Monsey, NY 10952 ("Sponsor") and
MAJS Ventures LLC, a New Jersey limited liability company, having an address at 1858 Dino
Boulevard, Toms River, NJ 08755 ("Investor," and together with Sponsor, collectively, the
"Members").
WITNESSETH:
WHEREAS, the Members desire to operate the Company as a limited liability company
for the purposes set forth herein; and
WHEREAS, the Company's sole asset 1s the property located at 2 Hill Avenue,
Woodbury, New York (the "Premises").
WHEREAS, the Sponsor had entered into Operating Agreement dated July 31, 2019 and
the Members now wish to amend certain terms of the agreement as defined below
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other
valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Members
agree as follows:
1. Name. The name of the limited liability company is 2H NY LLC. All business of the
Company shall be conducted in such name.
2. Office. The principal office of the Company is 38 Remsen Avenue #101, Monsey, NY
10952 or such other place or places as the Members shall determine.
3. Term. The term of the Company shall commence as of the date of formation and the
Company shall be dissolved and its affairs wound up as upon the first to occur of the following:
(a) written consent of the Members, (b) the death, retirement, resignation, expulsion, bankruptcy
or dissolution of a Member or the occurrence of any other event that terminates the continued
membership of a member in the Company, unless the business of the Company is continued by
the consent of all remaining members of the Company within 180 days following the occurrence
of any such event, or (c) the entry of a decree of judicial dissolution of the Company under New
York laws.
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021
. 4. Purpose. The purpose of the Company shall be to own, develop, manage, operate,
improve, finance, refinance market, sell and otherwise deal with and dispose of the Premises
(collectively hereinafter referred to as the "Project").
5. Members. The names, mailing addresses, interests and initial capital contributions of
the Members are as follows:
MEMBER'S NAMES MEMBER'S ADDRESSES INTERESTS CAPITAL
CONTRIBUTIONS
David Salamon 38 Remsen Avenue #101, 51% $100.00
Monsev, NY 10952
MAJS Ventures 1858 Dino Boulevard 49% $700,000.00
LLC Toms River, NJ 08755
6. Management Powers.
(a) The day to day business and affairs of the Company shall be managed by
Sponsor. In accordance therewith, Sponsor agrees to make all Mortgage payments, real estate tax
payments, water charges, electric and heating bills and insurance payments and shall provide proof
of same to Investor within five (5) days of the date each payment is due (collectively, "Sponsor's
Obligations"). Any proposed refinance or sale shall require consent of Investor, any proposed
refinance of sale that does not obtain the consent of Investor shall be deemed null and void.
Sponsor hereby indemnifies and holds Investor (and any affiliate or successors) harmless from and
against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses
including without limitation attorney fees, alleged or incurred fees arising out of or relating to the
Premises and/or the Sponsor's management of the company. Notwithstanding anything contained
herein to the contrary, in no event and at no time may Sponsor be permitted to file any bankruptcy
petition on behalf of the Company and any such attempted filing shall be deemed null and void.
(b) In the event of a Sale Trigger (as defined in Section lO(c) below), this
Agreement shall be replaced by the Second Agreement (as defined in Section lO(e) below) and
Investor shall become the sole manager of the Company and Premises. In such an event, Investor
shall have the sole right to execute any and all closing documents in connection with a sale and/or
refinance of the Premises without the consent of Sponsor, which consent is hereby agreed to and
Sponsor waives any rights to contest such sale.
7. Capital Contributions. Investor has contributed $700,000.00 (the "Investor Capital") in
accordance with the Disbursement Schedule annexed hereto as Exhibit A which shall be the sole
required capital contribution of Investor. Sponsor shall be obligated to contribute any additional
amount of capital contributions necessary for the Premises above the Investor Capital (the
"Sponsor Capital"). Notwithstanding anything else contained in this Agreement, Sponsor alone
shall be obligated to cover any and all costs associated with the Ownership of the Premises or
operation of the Company. Investor shall be under no obligation to assume any liability or expend
any funds whatsoever in the furtherance of the Company.
8. Mortgage Loan and Restrictions. The Company may not take out any loans without
the prior written consent of Investor. As of the date herein, the Members agree to have the
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021
Restricti~n ~nnexed beret? as Exhibit B recorded with the County of Orange Register's Office and
the Restnctton shall remam as long as the Investor is a Member of the Company. Additionally, the
Sp~nsor shall also_ cause a res:riction (similar in form to the one shown on Exhibit B) to be recorded
agam~t the follo~mg properties as well: (a) 69 Eastview Road, Highland Mills, NY; (b) 4 7 Burrow
Dr, Highland Mills, NY; (c) 39 Mountain Rd, Monroe, NY (d) 93 Roselawn Rd, Highland Mills,
NY; and (e) 188 Roselawn Road, Highland Mills, NY ("Other Property Restrictions"). Sponsor
agrees to re-execute or execute additional documents should the Recorders office require same.
9. Distributions. Investor shall be entitled to the following preferred returns (each a
"Preferred Return" and collectively the "Preferred Returns"): (a) $35,000 on July 3, 2020 and on
the 3rd day of each month following thereafter. Notwithstanding anything contained herein, and
provided no Sale Trigger has occurred, no Preferred Return is required to be made from Sponsor
to Investor until September 3, 2020, as Investor has collected at closing the sum of$70,000 which
amount has been held back from the Capital Contributions, but in no way reduces the amount of
the Capital Contribution; and (b) $7,000 on September 3, 2020 and on the 3rd day of each month
following thereafter. No distributions from the Premises can be made prior to Investor receiving
each Preferred Return and a return of the Investor Capital, other than payments towards the
Sponsor's Obligations. Each Preferred Return shall be in addition to and not credited against the
Buyout Price as defined in Section l0(a) below. In no event will Investor get less than $70,000
towards its Preferred Returns. Should local laws prohibit the full amount of the Preferred return as
a return, that amount which is in excess of the local law shall be deemed to be a return of principal.
Additionally, Sponsor hereby agrees to guarantee all distributions to Investor pursuant to the
Guarantee Agreement annexed hereto as Exhibit C.
10. Buyout and Sale Options.
(a) On or before September 3, 2020, time being of the essence (the "Buyout Date"),
Sponsor shall have the option to purchase no less than all the membership interest of Investor (the
"Buyout") by delivering certified funds to Investor (or Investor's designees) in the amount of the
current outstanding Investor Capital and Preferred Returns, if any (collectively the "Buyout
Price"). Provided no Sale Trigger has occurred, and Sponsor makes the Distributions as provided
in Section 9 (a) and (b), the Buyout Date can be extended twice for one month, but in no instance
longer than November 3, 2020.
(b) If Sponsor completes the Buyout by tendering full payment of the Buyout Price
by the Buyout Date and otherwise in accordance with this Agreement, Investor shall resign as an
officer of the Company and irrevocably transfer all of its membership interest to Sponsor and shall
deliver any and all documents which may be necessary to effectuate such transfer and assignment,
as reasonably requested by Sponsor or his attorney.
(c) In the event (i) Sponsor fails to make any Preferred Return payment as provided
in this agreement; or (ii) Sponsor fails to timely complrte t1feBuyout pursuant to Section l0(a)
above, or (iii) any lien, violation and/or enc~mbrance ~ ~ S i l ~aced on or against the Premises -Ftf-r~CL 11-11
jl:f:£c.;n V1:: Di''Wiiich is not removed within 30 days1-°o't (ivf~~n~r 1rii~f8 perform Sponsors Obligations or
comply with any other terms of this Agreement, or (v) Sponsor becomes insolvent, or fails to pay
its bills when due, or make an assignment for the benefit or creditors, or (vi) Sponsor attempts to
violate any provision of this Agreement; or (vii) a "sale trigger" occurs on any deal that Investor
and Sponsors have together; or (viii) Sponsor does not provide original recordable Other Property
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021
Restrictions to Investor by July 10, 2020 (each a "Sale Trigger"), Investor shall be entitled to sell the
Premises to any bona-fide third party arm's length purchaser of Investor's choice (the "Sale"), however,
Sponsor shall have a right of first refusal to purchase the Premises and in such event all distribution of
proceeds from the Sale shall be made in the following order of priority: First, to Investor in the amount of
the Buyout Price; Second, to Investor to pay for all reasonable expenses incurred in connection with the
Sale Trigger and/or the Sale as deemed necessary by Investor; and Third, to Sponsor. Sponsor shall be
liable for all reasonable fees incurred by Investor should a Sale Trigger occur.
(d) Intentionally Deleted
(e) Annexed hereto as Exhibit D is a SECOND Amendment to the operating agreement
(the "Second Agreement") for the Company which shall take effect and be used by the Members upon a
Sale Trigger.
11. Assignments. The Sponsor may not assign or transfer in whole or in part his membership
interest in the Company, except upon the express prior written consent of Investor. Investor may assign its
interest without consent of Sponsor.
12. Withdrawal of a Members: Termination of the Company. No Members shall be permitted to
withdraw from the Company or demand a return or payment of his capital contribution, unless Investor
would receive the Buyout Price and except as otherwise provided for in this Agreement.
13. Admission of Additional Members. The Members may not cause the Company to admit one
or more additional Members to the Company, without the express prior written consent of Investor
14. Liability of Members. The Members shall not have any liability for the obligation or liabilities
of the Company except to the extent provided in the New York Limited Liability Company .Act.
15. Governing Law. This Agreement shall be governed by, and constructed under, the laws of the
State of New York, all rights and remedies being governed by said laws.
16. Waiver of Jury Trial. The Sponsor irrevocably waives any and all right it may have to a trial
by jury in any action, proceeding or claim of any nature relating to this Agreement, any documents executed
in connection with this agreement or any transaction contemplated in any way of such documents. The
Sponsor acknowledges that the foregoing waiver is knowing and voluntary.
17. Multiple Counterparts and Facsimile/PDF Permitted. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and together shall constitute one and the
same instrument. Facsimile or pdf copies of original signatures shall be deemed original for purposes of
this Agreement.
18. Rules of Construction. This Agreement is not subject to the principle of construing its meaning
against the party that drafted it, and each Member acknowledges that it was represented by its own counsel
in connection with its negotiation and drafting.
19. Heter Iska. The Buyout Price, Preferred Returns, and/or any other payments/fees/interest
earned under this Agreement shall be made in accordance with the laws of Heter Iska in Shulchan Aruch
YoreDeah.
NO FURTHER TEXT
SIGNATURE PAGE TO FOLLOW
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021
IN WITNESS WHEREOF, the parties hereto have executed this First Amended and
Restated Operating Agreement as of the date first above written.
(
,)tv.j j,L------
navid Salamon, Member
MAJS Ventures LLC.
By:
Preview
FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021 FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF 2HNYLLC This First Amended and Restated Operating Agreement (the "Agreement") of2H NY LLC, an New York limited liability company (the "Company") is entered into as of July 3, 2020, by David Salamon with an address at 38 Remsen Avenue #101, Monsey, NY 10952 ("Sponsor") and MAJS Ventures LLC, a New Jersey limited liability company, having an address at 1858 Dino Boulevard, Toms River, NJ 08755 ("Investor," and together with Sponsor, collectively, the "Members"). WITNESSETH: WHEREAS, the Members desire to operate the Company as a limited liability company for the purposes set forth herein; and WHEREAS, the Company's sole asset 1s the property located at 2 Hill Avenue, Woodbury, New York (the "Premises"). WHEREAS, the Sponsor had entered into Operating Agreement dated July 31, 2019 and the Members now wish to amend certain terms of the agreement as defined below NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Members agree as follows: 1. Name. The name of the limited liability company is 2H NY LLC. All business of the Company shall be conducted in such name. 2. Office. The principal office of the Company is 38 Remsen Avenue #101, Monsey, NY 10952 or such other place or places as the Members shall determine. 3. Term. The term of the Company shall commence as of the date of formation and the Company shall be dissolved and its affairs wound up as upon the first to occur of the following: (a) written consent of the Members, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a member in the Company, unless the business of the Company is continued by the consent of all remaining members of the Company within 180 days following the occurrence of any such event, or (c) the entry of a decree of judicial dissolution of the Company under New York laws. FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021 . 4. Purpose. The purpose of the Company shall be to own, develop, manage, operate, improve, finance, refinance market, sell and otherwise deal with and dispose of the Premises (collectively hereinafter referred to as the "Project"). 5. Members. The names, mailing addresses, interests and initial capital contributions of the Members are as follows: MEMBER'S NAMES MEMBER'S ADDRESSES INTERESTS CAPITAL CONTRIBUTIONS David Salamon 38 Remsen Avenue #101, 51% $100.00 Monsev, NY 10952 MAJS Ventures 1858 Dino Boulevard 49% $700,000.00 LLC Toms River, NJ 08755 6. Management Powers. (a) The day to day business and affairs of the Company shall be managed by Sponsor. In accordance therewith, Sponsor agrees to make all Mortgage payments, real estate tax payments, water charges, electric and heating bills and insurance payments and shall provide proof of same to Investor within five (5) days of the date each payment is due (collectively, "Sponsor's Obligations"). Any proposed refinance or sale shall require consent of Investor, any proposed refinance of sale that does not obtain the consent of Investor shall be deemed null and void. Sponsor hereby indemnifies and holds Investor (and any affiliate or successors) harmless from and against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses including without limitation attorney fees, alleged or incurred fees arising out of or relating to the Premises and/or the Sponsor's management of the company. Notwithstanding anything contained herein to the contrary, in no event and at no time may Sponsor be permitted to file any bankruptcy petition on behalf of the Company and any such attempted filing shall be deemed null and void. (b) In the event of a Sale Trigger (as defined in Section lO(c) below), this Agreement shall be replaced by the Second Agreement (as defined in Section lO(e) below) and Investor shall become the sole manager of the Company and Premises. In such an event, Investor shall have the sole right to execute any and all closing documents in connection with a sale and/or refinance of the Premises without the consent of Sponsor, which consent is hereby agreed to and Sponsor waives any rights to contest such sale. 7. Capital Contributions. Investor has contributed $700,000.00 (the "Investor Capital") in accordance with the Disbursement Schedule annexed hereto as Exhibit A which shall be the sole required capital contribution of Investor. Sponsor shall be obligated to contribute any additional amount of capital contributions necessary for the Premises above the Investor Capital (the "Sponsor Capital"). Notwithstanding anything else contained in this Agreement, Sponsor alone shall be obligated to cover any and all costs associated with the Ownership of the Premises or operation of the Company. Investor shall be under no obligation to assume any liability or expend any funds whatsoever in the furtherance of the Company. 8. Mortgage Loan and Restrictions. The Company may not take out any loans without the prior written consent of Investor. As of the date herein, the Members agree to have the FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021 Restricti~n ~nnexed beret? as Exhibit B recorded with the County of Orange Register's Office and the Restnctton shall remam as long as the Investor is a Member of the Company. Additionally, the Sp~nsor shall also_ cause a res:riction (similar in form to the one shown on Exhibit B) to be recorded agam~t the follo~mg properties as well: (a) 69 Eastview Road, Highland Mills, NY; (b) 4 7 Burrow Dr, Highland Mills, NY; (c) 39 Mountain Rd, Monroe, NY (d) 93 Roselawn Rd, Highland Mills, NY; and (e) 188 Roselawn Road, Highland Mills, NY ("Other Property Restrictions"). Sponsor agrees to re-execute or execute additional documents should the Recorders office require same. 9. Distributions. Investor shall be entitled to the following preferred returns (each a "Preferred Return" and collectively the "Preferred Returns"): (a) $35,000 on July 3, 2020 and on the 3rd day of each month following thereafter. Notwithstanding anything contained herein, and provided no Sale Trigger has occurred, no Preferred Return is required to be made from Sponsor to Investor until September 3, 2020, as Investor has collected at closing the sum of$70,000 which amount has been held back from the Capital Contributions, but in no way reduces the amount of the Capital Contribution; and (b) $7,000 on September 3, 2020 and on the 3rd day of each month following thereafter. No distributions from the Premises can be made prior to Investor receiving each Preferred Return and a return of the Investor Capital, other than payments towards the Sponsor's Obligations. Each Preferred Return shall be in addition to and not credited against the Buyout Price as defined in Section l0(a) below. In no event will Investor get less than $70,000 towards its Preferred Returns. Should local laws prohibit the full amount of the Preferred return as a return, that amount which is in excess of the local law shall be deemed to be a return of principal. Additionally, Sponsor hereby agrees to guarantee all distributions to Investor pursuant to the Guarantee Agreement annexed hereto as Exhibit C. 10. Buyout and Sale Options. (a) On or before September 3, 2020, time being of the essence (the "Buyout Date"), Sponsor shall have the option to purchase no less than all the membership interest of Investor (the "Buyout") by delivering certified funds to Investor (or Investor's designees) in the amount of the current outstanding Investor Capital and Preferred Returns, if any (collectively the "Buyout Price"). Provided no Sale Trigger has occurred, and Sponsor makes the Distributions as provided in Section 9 (a) and (b), the Buyout Date can be extended twice for one month, but in no instance longer than November 3, 2020. (b) If Sponsor completes the Buyout by tendering full payment of the Buyout Price by the Buyout Date and otherwise in accordance with this Agreement, Investor shall resign as an officer of the Company and irrevocably transfer all of its membership interest to Sponsor and shall deliver any and all documents which may be necessary to effectuate such transfer and assignment, as reasonably requested by Sponsor or his attorney. (c) In the event (i) Sponsor fails to make any Preferred Return payment as provided in this agreement; or (ii) Sponsor fails to timely complrte t1feBuyout pursuant to Section l0(a) above, or (iii) any lien, violation and/or enc~mbrance ~ ~ S i l ~aced on or against the Premises -Ftf-r~CL 11-11 jl:f:£c.;n V1:: Di''Wiiich is not removed within 30 days1-°o't (ivf~~n~r 1rii~f8 perform Sponsors Obligations or comply with any other terms of this Agreement, or (v) Sponsor becomes insolvent, or fails to pay its bills when due, or make an assignment for the benefit or creditors, or (vi) Sponsor attempts to violate any provision of this Agreement; or (vii) a "sale trigger" occurs on any deal that Investor and Sponsors have together; or (viii) Sponsor does not provide original recordable Other Property FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021 Restrictions to Investor by July 10, 2020 (each a "Sale Trigger"), Investor shall be entitled to sell the Premises to any bona-fide third party arm's length purchaser of Investor's choice (the "Sale"), however, Sponsor shall have a right of first refusal to purchase the Premises and in such event all distribution of proceeds from the Sale shall be made in the following order of priority: First, to Investor in the amount of the Buyout Price; Second, to Investor to pay for all reasonable expenses incurred in connection with the Sale Trigger and/or the Sale as deemed necessary by Investor; and Third, to Sponsor. Sponsor shall be liable for all reasonable fees incurred by Investor should a Sale Trigger occur. (d) Intentionally Deleted (e) Annexed hereto as Exhibit D is a SECOND Amendment to the operating agreement (the "Second Agreement") for the Company which shall take effect and be used by the Members upon a Sale Trigger. 11. Assignments. The Sponsor may not assign or transfer in whole or in part his membership interest in the Company, except upon the express prior written consent of Investor. Investor may assign its interest without consent of Sponsor. 12. Withdrawal of a Members: Termination of the Company. No Members shall be permitted to withdraw from the Company or demand a return or payment of his capital contribution, unless Investor would receive the Buyout Price and except as otherwise provided for in this Agreement. 13. Admission of Additional Members. The Members may not cause the Company to admit one or more additional Members to the Company, without the express prior written consent of Investor 14. Liability of Members. The Members shall not have any liability for the obligation or liabilities of the Company except to the extent provided in the New York Limited Liability Company .Act. 15. Governing Law. This Agreement shall be governed by, and constructed under, the laws of the State of New York, all rights and remedies being governed by said laws. 16. Waiver of Jury Trial. The Sponsor irrevocably waives any and all right it may have to a trial by jury in any action, proceeding or claim of any nature relating to this Agreement, any documents executed in connection with this agreement or any transaction contemplated in any way of such documents. The Sponsor acknowledges that the foregoing waiver is knowing and voluntary. 17. Multiple Counterparts and Facsimile/PDF Permitted. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Facsimile or pdf copies of original signatures shall be deemed original for purposes of this Agreement. 18. Rules of Construction. This Agreement is not subject to the principle of construing its meaning against the party that drafted it, and each Member acknowledges that it was represented by its own counsel in connection with its negotiation and drafting. 19. Heter Iska. The Buyout Price, Preferred Returns, and/or any other payments/fees/interest earned under this Agreement shall be made in accordance with the laws of Heter Iska in Shulchan Aruch YoreDeah. NO FURTHER TEXT SIGNATURE PAGE TO FOLLOW FILED: ROCKLAND COUNTY CLERK 07/22/2021 04:06 PM INDEX NO. 034359/2021 NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 07/22/2021 IN WITNESS WHEREOF, the parties hereto have executed this First Amended and Restated Operating Agreement as of the date first above written. ( ,)tv.j j,L------ navid Salamon, Member MAJS Ventures LLC. By: