Preview
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024
EXHIBIT A
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
BP GROUP DE LLC
This Amended and Restated Limited Liability Company Operating Agreement
("Agreement") of BP GROUP DE LLC (the "Company") is effective as of March 8, 2023 and
entered into by the Company and the Members (as defined in Section 4(A) of this Agreement).
WHEREAS, the Certificate of Formation for the Company was filed with the Delaware
Department of State in accordance with the Delaware Limited Liability Company Act (Del. Code,
Title 6, §§ 18-101 et seq.; the "Act") on July 2, 2014; and
WHEREAS, the Members desire to operate the Company as a limited liability company
under the Act for the purposes set forth herein.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the Members hereby agree as follows:
1. Name. The name of the Company is “BP GROUP DE LLC”, unless changed by
the Members.
2. Purpose. The Company is formed for the purpose of engaging in any lawful act or
activities for which limited liability companies may be formed under the Act and engaging in any
and all activities necessary or incidental to the foregoing.
3. Principal Office. The principal office of the Company shall be located at 2361
Nostrand Avenue, Suite 901, Brooklyn, New York. 11210, or such other location the Members
may select.
4. Members; Assignments.
(A) The term “Members” shall mean the following (individually a “Member”, and
collectively, the “Members”): Class A Member, Class B Member, Class C Member and Class D
Member.
“Class A Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and
Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to
the following properties, the Class A Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller,
as to a 99% membership interest: 1698-1700 Flatbush Avenue, Brooklyn, NY (the “Class A
Property”). Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party
to have any, managerial and control rights with respect to the Class A Property, including, without
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
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limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class
A Property.
“Class B Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and
Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to
the following properties, the Class B Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller,
as to a 99% membership interest: 1212 Seagirt Boulevard, Queens, NY (the “Class B Property”).
Notwithstanding the foregoing, managerial and control rights with respect to the Class B Property,
including, without limitation, the exclusive right to make all day-to-day and major decisions with
respect to the Class B Property, shall be in accordance with Section 4.2 of the operating agreement
of the fee owner of the Class B Property.
“Class C Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and
Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to
the following properties, the Class C Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller,
as to a 1% membership interest: (i) 3250 Westchester Avenue, Bronx, NY, (ii) 3278 Westchester
Avenue, Bronx, NY, and (iii) 3651 Bruckner Boulevard, Bronx, NY (collectively, the “Class C
Properties”). Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party
to have any managerial and control rights with respect to the Class C Properties, including, without
limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class
C Properties, subject, however, to the provisions of Section 4.3 of the operating agreement of the
fee owner of the Class C Properties. In addition, the membership interest percentages are subject
to change pursuant to Article 9 of the operating agreement of the fee owner of the Class C
Properties.
“Class D Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and
Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to
the following properties, the Class D Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller,
as to a 99% membership interest: 33 Washington Street, Newark, NJ (the “Class D Property”).
Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party to have any
managerial and control rights with respect to the Class D Properties, including, without limitation,
the exclusive right to make all day-to-day and major decisions with respect to the Class D
Properties, subject, however, to the provisions of Section 8 of the operating agreement of the fee
owner of the Class D Properties.
“Class E Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and
Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to
the following properties, the Class E Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller,
as to a 1% membership interest: 228 West 132nd Street, New York, NY (the “Class E Property”).
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
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Notwithstanding the foregoing, ISDOK, LLC shall have all, and shall be the sole party to have
any, managerial and control rights with respect to the Class E Property, including, without
limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class
E Property.
“Class F Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and
Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to
the following properties, the Class F Member shall have all (and shall be the only party to have
any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions,
and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller,
as to a 1% membership interest: 163 and 167 East 115th Street, New York, NY (the “Class F
Property”). Notwithstanding the foregoing, ISDOK, LLC shall have all, and shall be the sole party
to have any, managerial and control rights with respect to the Class F Property, including, without
limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class
F Property.
(B) The Members shall be the only members of the Company unless the Members, in their
sole discretion, determine that one or more other persons will be admitted as a member, or that the
Members, collectively, desire to assign all or part of their interest in the Company.
(C) Notwithstanding anything to the contrary contained herein, each separate class of
members set forth above shall be the only class of members having any rights and/or obligations
in connection with its respective class of properties.
(D) For the avoidance of any doubt, it is understood that no Member shall be allowed to
pledge any shares of the Company without the unanimous consent of all of the Members.
5. Management.
(A) The Members may exercise their respective management powers and rights, if any, in
connection with their respective classes of membership (subject to the provisions of Section 4
above), and otherwise act hereunder and under the Act through their own managers, officers,
employees and other agents, or through any other persons that may be designated from time to
time by the unanimous consent of the Members to carry out such Members’ authority or duties (in
accordance with the provisions of Section 4 above). The Members may also appoint a President,
Secretary, one or more Vice-Presidents or such other officers of the Company for their respective
class of membership, with such powers, authority and responsibilities as shall be assigned to them
by such Members, or in lieu of a specific grant of authority by the Members to an officer, it shall
be presumed that such officer has the authority and power to represent and act on behalf of the
Company for such Members in the same manner as an officer of a Delaware corporation with the
same title.
(B) No Member, acting in its capacity as a Member, shall have the right, power or authority
to participate in the management or control of the Company, except with respect to those matters
as to which a Member is expressly entitled to vote or approve pursuant to the terms of this
Agreement (including, without limitation, Section 4 above). Unless expressly permitted by this
Agreement or authorized by the unanimous vote or consent of the Members, no Member, acting
in its capacity as a Member, shall have the right, power or authority to act on behalf of or otherwise
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024
bind the Company or any other Member, and no Member shall hold itself out as having such right,
power or authority.
(C) Notwithstanding anything to the contrary contained in this Agreement, the Members
of a class shall have the sole right, power and authority to bind the Company with respect to matters
pertaining to such Members’ class of membership and properties (as described, and in accordance
with, Section 4(A) above).
(D) With respect to any matter that is not related to any of the class properties listed in
Section 4(A) above, the Members shall address such matter by unanimous consensus.
6. Indemnification. The Company shall indemnify and hold harmless each Member
and each other person requested to perform services on behalf of the Company as provided in this
section. The Company shall indemnify and hold harmless, to the fullest extent permitted by law,
each of such persons from and against any and all losses, claims, damages, liabilities, expenses
(including reasonable legal fees and expenses), judgments, fines, settlements and other amounts
arising from all claims, demands, actions, suits or proceedings in which such persons may be
involved, or threatened to be involved, as a party or otherwise arising as a result of such person's
status as a Member, manager, officer, employee or agent of the Company, or any affiliate of such
a person performing services on behalf of the Company. The Company shall pay or reimburse, to
the fullest extent allowed by law, in advance of the final disposition of the proceeding, the costs
referred to above as they are incurred by the indemnified person in connection with any action to
which this indemnity applies. The indemnity rights and obligations of the parties under this section
shall survive the termination of this Agreement and the dissolution of the Company to the extent
that an indemnified person becomes involved in an action at such time.
7. Capital Contributions; Loans. The Members shall make only such capital
contributions as the Members, in their sole discretion, determine appropriate for the Company's
purpose. No capital contributions shall be returned to the Members except upon the Members’
written consent. No interest or other return shall accrue or be payable with respect to any capital
contributions. The Members and any other person may make advances or loans to the Company
on such terms and conditions as the Members and such other person agree upon in writing.
8. Allocation of Profits and Losses; Distributions of Cash Flow. All of the
Company's profits, losses and distributions shall be allocated and made solely to the Members in
accordance with Section 4(A) above, so that profits, losses and distributions in connection with a
class property shall be allocated and made to the Member that has the rights and obligations to
such profits, loses and distributions with respect to such class property. Distributions shall be made
to each Member at the times and in the amounts determined by such Member, in accordance with
Section 4(A) above. For this purpose "cash flow" means the excess of cash receipts over cash
disbursements, determined for each fiscal year of the Company or for such other period it is to be
computed; provided that cash receipts shall not include capital contributions, loan proceeds or
condemnation or insurance proceeds unless the Members otherwise agree. No distribution shall be
made to the extent it would be improper under the Act.
9. Fiscal Year; Tax Reporting. The fiscal year of the Company for financial
statement and federal income tax purposes shall end on December 31 of each year. The Members
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shall cause to be prepared and timely filed all tax returns required to be filed for the Company (if
any).
10. Term; Dissolution. The term of the Company shall continue until the (i) written
consent of the Members to dissolve it, or (ii) the dissolution of the Members unless a successor
member is appointed in the manner provided under the Act. If a Member has a deficit capital
account upon dissolution, it shall have no obligation to make any additional capital contribution,
and the negative balance of the capital account shall not be considered a debt owed by the Member
to the Company.
11. Entire Agreement; Amendments. This Agreement constitutes the entire
operating agreement of the Company and may be amended and supplemented only by a written
instrument signed by the Members.
12. Governing Law. This Agreement and its interpretation shall be governed
exclusively by the laws of Delaware.
13. No Third Party Beneficiary. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Company or other third party.
14. Amended and Restated Operating Agreement. This Agreement constitutes an
amended and restated version of any previously executed operating agreements of the Company.
Said operating agreements are herein superseded, replaced and modified by this Agreement.
15. Counterparts/PDF. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one Agreement. For
purposes of this Agreement, fax or pdf signatures shall have the same force and effect as originals.
[Signature page follows]
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly
executed this Agreement as ofthe date and year first set forth above.
MEMBER:
Class A Member, Class B Member, Class C Member,
Class M mber, Class E Member and Class F
Me r:
Mark Caller
ISDOK, LLC
By:
Name: Robert Kodsi
Title: Authorized Signatory
COMPANY:
BP GROUP DE LLC, a Delaware limited liability
company
Clas Me ber, Class B Member, Class C Member
and ass Member:
Mark Caller
ISDOK, LLC
By:
Name: Robert Kodsi
Title: Authorized Signatory
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly
executed this Agreement as of the date and year first set forth above.
MEMBER:
Class A Member, Class B Member, Class C Member,
Class D Member, Class E Member and Class F
Member:
Mark Caller
ISDOK, LLC
.
g
ame: Robert Kodsi
Title: Authorized Signatory
COMPANY:
BP GROUP DE LLC, a Delaware limited liability
company
Class A Member, Class B Member, Class C Member
and Class D Member:
Mark Caller
ISDOK, LLC
B
Name: Robert Kodsi
Title: Authorized Signatory
Preview
FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 EXHIBIT A FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BP GROUP DE LLC This Amended and Restated Limited Liability Company Operating Agreement ("Agreement") of BP GROUP DE LLC (the "Company") is effective as of March 8, 2023 and entered into by the Company and the Members (as defined in Section 4(A) of this Agreement). WHEREAS, the Certificate of Formation for the Company was filed with the Delaware Department of State in accordance with the Delaware Limited Liability Company Act (Del. Code, Title 6, §§ 18-101 et seq.; the "Act") on July 2, 2014; and WHEREAS, the Members desire to operate the Company as a limited liability company under the Act for the purposes set forth herein. NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Members hereby agree as follows: 1. Name. The name of the Company is “BP GROUP DE LLC”, unless changed by the Members. 2. Purpose. The Company is formed for the purpose of engaging in any lawful act or activities for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. 3. Principal Office. The principal office of the Company shall be located at 2361 Nostrand Avenue, Suite 901, Brooklyn, New York. 11210, or such other location the Members may select. 4. Members; Assignments. (A) The term “Members” shall mean the following (individually a “Member”, and collectively, the “Members”): Class A Member, Class B Member, Class C Member and Class D Member. “Class A Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to the following properties, the Class A Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller, as to a 99% membership interest: 1698-1700 Flatbush Avenue, Brooklyn, NY (the “Class A Property”). Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party to have any, managerial and control rights with respect to the Class A Property, including, without FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class A Property. “Class B Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to the following properties, the Class B Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller, as to a 99% membership interest: 1212 Seagirt Boulevard, Queens, NY (the “Class B Property”). Notwithstanding the foregoing, managerial and control rights with respect to the Class B Property, including, without limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class B Property, shall be in accordance with Section 4.2 of the operating agreement of the fee owner of the Class B Property. “Class C Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to the following properties, the Class C Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller, as to a 1% membership interest: (i) 3250 Westchester Avenue, Bronx, NY, (ii) 3278 Westchester Avenue, Bronx, NY, and (iii) 3651 Bruckner Boulevard, Bronx, NY (collectively, the “Class C Properties”). Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party to have any managerial and control rights with respect to the Class C Properties, including, without limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class C Properties, subject, however, to the provisions of Section 4.3 of the operating agreement of the fee owner of the Class C Properties. In addition, the membership interest percentages are subject to change pursuant to Article 9 of the operating agreement of the fee owner of the Class C Properties. “Class D Member” shall consist of ISDOK, LLC (as to a 1% membership interest) and Mark Caller (as to a 99% membership interest), as the sole members of the class. With respect to the following properties, the Class D Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 1% membership interest, and Mark Caller, as to a 99% membership interest: 33 Washington Street, Newark, NJ (the “Class D Property”). Notwithstanding the foregoing, Mark Caller shall have all, and shall be the sole party to have any managerial and control rights with respect to the Class D Properties, including, without limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class D Properties, subject, however, to the provisions of Section 8 of the operating agreement of the fee owner of the Class D Properties. “Class E Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to the following properties, the Class E Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller, as to a 1% membership interest: 228 West 132nd Street, New York, NY (the “Class E Property”). FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 Notwithstanding the foregoing, ISDOK, LLC shall have all, and shall be the sole party to have any, managerial and control rights with respect to the Class E Property, including, without limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class E Property. “Class F Member” shall consist of ISDOK, LLC (as to a 99% membership interest) and Mark Caller (as to a 1% membership interest), as the sole members of the class. With respect to the following properties, the Class F Member shall have all (and shall be the only party to have any) rights and obligations to the profits and losses, cash flow, proceeds from sale, distributions, and capital gains and losses, with ISDOK, LLC, as to a 99% membership interest, and Mark Caller, as to a 1% membership interest: 163 and 167 East 115th Street, New York, NY (the “Class F Property”). Notwithstanding the foregoing, ISDOK, LLC shall have all, and shall be the sole party to have any, managerial and control rights with respect to the Class F Property, including, without limitation, the exclusive right to make all day-to-day and major decisions with respect to the Class F Property. (B) The Members shall be the only members of the Company unless the Members, in their sole discretion, determine that one or more other persons will be admitted as a member, or that the Members, collectively, desire to assign all or part of their interest in the Company. (C) Notwithstanding anything to the contrary contained herein, each separate class of members set forth above shall be the only class of members having any rights and/or obligations in connection with its respective class of properties. (D) For the avoidance of any doubt, it is understood that no Member shall be allowed to pledge any shares of the Company without the unanimous consent of all of the Members. 5. Management. (A) The Members may exercise their respective management powers and rights, if any, in connection with their respective classes of membership (subject to the provisions of Section 4 above), and otherwise act hereunder and under the Act through their own managers, officers, employees and other agents, or through any other persons that may be designated from time to time by the unanimous consent of the Members to carry out such Members’ authority or duties (in accordance with the provisions of Section 4 above). The Members may also appoint a President, Secretary, one or more Vice-Presidents or such other officers of the Company for their respective class of membership, with such powers, authority and responsibilities as shall be assigned to them by such Members, or in lieu of a specific grant of authority by the Members to an officer, it shall be presumed that such officer has the authority and power to represent and act on behalf of the Company for such Members in the same manner as an officer of a Delaware corporation with the same title. (B) No Member, acting in its capacity as a Member, shall have the right, power or authority to participate in the management or control of the Company, except with respect to those matters as to which a Member is expressly entitled to vote or approve pursuant to the terms of this Agreement (including, without limitation, Section 4 above). Unless expressly permitted by this Agreement or authorized by the unanimous vote or consent of the Members, no Member, acting in its capacity as a Member, shall have the right, power or authority to act on behalf of or otherwise FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 bind the Company or any other Member, and no Member shall hold itself out as having such right, power or authority. (C) Notwithstanding anything to the contrary contained in this Agreement, the Members of a class shall have the sole right, power and authority to bind the Company with respect to matters pertaining to such Members’ class of membership and properties (as described, and in accordance with, Section 4(A) above). (D) With respect to any matter that is not related to any of the class properties listed in Section 4(A) above, the Members shall address such matter by unanimous consensus. 6. Indemnification. The Company shall indemnify and hold harmless each Member and each other person requested to perform services on behalf of the Company as provided in this section. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each of such persons from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from all claims, demands, actions, suits or proceedings in which such persons may be involved, or threatened to be involved, as a party or otherwise arising as a result of such person's status as a Member, manager, officer, employee or agent of the Company, or any affiliate of such a person performing services on behalf of the Company. The Company shall pay or reimburse, to the fullest extent allowed by law, in advance of the final disposition of the proceeding, the costs referred to above as they are incurred by the indemnified person in connection with any action to which this indemnity applies. The indemnity rights and obligations of the parties under this section shall survive the termination of this Agreement and the dissolution of the Company to the extent that an indemnified person becomes involved in an action at such time. 7. Capital Contributions; Loans. The Members shall make only such capital contributions as the Members, in their sole discretion, determine appropriate for the Company's purpose. No capital contributions shall be returned to the Members except upon the Members’ written consent. No interest or other return shall accrue or be payable with respect to any capital contributions. The Members and any other person may make advances or loans to the Company on such terms and conditions as the Members and such other person agree upon in writing. 8. Allocation of Profits and Losses; Distributions of Cash Flow. All of the Company's profits, losses and distributions shall be allocated and made solely to the Members in accordance with Section 4(A) above, so that profits, losses and distributions in connection with a class property shall be allocated and made to the Member that has the rights and obligations to such profits, loses and distributions with respect to such class property. Distributions shall be made to each Member at the times and in the amounts determined by such Member, in accordance with Section 4(A) above. For this purpose "cash flow" means the excess of cash receipts over cash disbursements, determined for each fiscal year of the Company or for such other period it is to be computed; provided that cash receipts shall not include capital contributions, loan proceeds or condemnation or insurance proceeds unless the Members otherwise agree. No distribution shall be made to the extent it would be improper under the Act. 9. Fiscal Year; Tax Reporting. The fiscal year of the Company for financial statement and federal income tax purposes shall end on December 31 of each year. The Members FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 shall cause to be prepared and timely filed all tax returns required to be filed for the Company (if any). 10. Term; Dissolution. The term of the Company shall continue until the (i) written consent of the Members to dissolve it, or (ii) the dissolution of the Members unless a successor member is appointed in the manner provided under the Act. If a Member has a deficit capital account upon dissolution, it shall have no obligation to make any additional capital contribution, and the negative balance of the capital account shall not be considered a debt owed by the Member to the Company. 11. Entire Agreement; Amendments. This Agreement constitutes the entire operating agreement of the Company and may be amended and supplemented only by a written instrument signed by the Members. 12. Governing Law. This Agreement and its interpretation shall be governed exclusively by the laws of Delaware. 13. No Third Party Beneficiary. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or other third party. 14. Amended and Restated Operating Agreement. This Agreement constitutes an amended and restated version of any previously executed operating agreements of the Company. Said operating agreements are herein superseded, replaced and modified by this Agreement. 15. Counterparts/PDF. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one Agreement. For purposes of this Agreement, fax or pdf signatures shall have the same force and effect as originals. [Signature page follows] FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as ofthe date and year first set forth above. MEMBER: Class A Member, Class B Member, Class C Member, Class M mber, Class E Member and Class F Me r: Mark Caller ISDOK, LLC By: Name: Robert Kodsi Title: Authorized Signatory COMPANY: BP GROUP DE LLC, a Delaware limited liability company Clas Me ber, Class B Member, Class C Member and ass Member: Mark Caller ISDOK, LLC By: Name: Robert Kodsi Title: Authorized Signatory FILED: KINGS COUNTY CLERK 03/11/2024 04:49 PM INDEX NO. 507141/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 03/11/2024 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date and year first set forth above. MEMBER: Class A Member, Class B Member, Class C Member, Class D Member, Class E Member and Class F Member: Mark Caller ISDOK, LLC . g ame: Robert Kodsi Title: Authorized Signatory COMPANY: BP GROUP DE LLC, a Delaware limited liability company Class A Member, Class B Member, Class C Member and Class D Member: Mark Caller ISDOK, LLC B Name: Robert Kodsi Title: Authorized Signatory