MOHAMMAD HONARKAR VS. MAHENDER MAKHIJANI

AARONM.MAY(SBN207751)

Aaron.May@halpernmay.com

JOSEPHJ.YBARRA(SBN218130)

Joseph.Ybarra@halpernmay.com

THOMASRUBINSKY(SBN302002)

Thomas.Rubinsky@halpernmay.com

HALPERNMAYYBARRAGELBERGLLP

550SouthHopeStreet,Suite2330 LosAngeles,California90071-2604

Telephone:(213)402-1900

AttorneysforPlaintiff

MOHAMMADHONARKAR,individuallyandon behalfofMOMASINVESTCO,LLC,MOMBS INVESTCO,LLC,andMOMCAINVESTCO,LLC

SUPERIORCOURTOFCALIFORNIA COUNTYOFORANGE

MOHAMMADHONARKAR,individuallyandon behalfofMOMASINVESTCO,LLC,MOMBS INVESTCO,LLC,andMOMCAINVESTCO, LLC,

Plaintiff, v.

MAHENDERMAKHIJANI;CONTINUUM ANALYTICS, INC.;MOMASINVESTOR GROUP,LLC;MOMBSINVESTORGROUP, LLC;MOMCAINVESTORGROUP,LLC; MOMCAMANAGER, LLC;MOMBS MANAGER,LLC;MOMASMANAGER,LLC; LAGUNAHW,LLC;LAGUNAHI,LLC; SUNSETCOVEVILLAS,LLC;RETREATAT LAGUNAVILLAS,LLC;DUPLEXATSLEEPY HOLLOW,LLC;HOTELLAGUNA,LLC;and DOES1-100,inclusive,

Defendants, and

MOMASINVESTCO,LLC,aDelawarelimited liabilitycompany;MOMBSINVESTCO,LLC,a Delawarelimitedliabilitycompany;MOMCA INVESTCO,LLC,aDelawarelimitedliability company;andDOES101-110,inclusive,

NominalDefendants.

CaseNo.

COMPLAINTFOR:

1. TRESSPASS

2. FRAUDULENTINDUCEMENT

3. BREACHOFCONTRACT(MOMS)

4. BREACHOFIMPLIEDCOVENANT OFGOODFAITHANDFAIR DEALING

5. ACCOUNTING

6. CONVERSION

7. UNJUSTENRICHMENT

8. VIOLATIONOFCAL.PENAL CODE§496(c)

9. BREACHOFCONTRACT(Holliday Inn)

10.BREACHOFCONTRACT(Hotel Laguna)

11.DECLARATORYRELIEF(MOMS)

12.DECLARATORYRELIEF(Holliday Inn)

13.DECLARATORYRELIEF(Hotel Laguna)

DAVID

YAMASAKI, Clerk of the Court By A. Van Arkel, Deputy Clerk.

PlaintiffMohammadHonarkar(“Mr.Honarkar”or(“Plaintiff”)individuallyand derivativelyonbehalfofMOMASInvestco,LLC(“MOMAS”),MOMBSInvestco,LLC (“MOMBS”),andMOMCAInvestco,LLC(“MOMCA”)(together,the“MOMLLCs”or “NominalDefendants”),(collectively“Plaintiff”):

INTRODUCTION

1. ThisactionisbeingbroughttoenjoinDefendantsfromphysicallyattacking Plaintiff’semployeesandwrongfullyenteringandattemptingtotakecontrolofPlaintiff’s property. Defendantshavehiredanarmyofarmedsecurityguardsandthroughthatarmyand bruteforcehaveenteredPlaintiff’spropertiesandattemptedtochangethelocksandtakeover theirbusinesses. Defendants’employeesandcontractorshavephysicallyassaultedDefendants’ employeesandcontractors,resultinginthearrestofatleastoneofDefendant’semployeesbythe LagunaBeachPoliceDepartment. Defendantsmustbeimmediatelyenjoinedtostopfurther bodilyinjuryandharmtoproperty.

2. Mr.Honarkarisarespectedrealestatedeveloperandentrepreneurbasedin Laguna Beach,California. AmongMr.Honarkar’sdevelopmentprojectsisthehistoricHotelLaguna, locatedat425S.CoastHighway,LagunaBeach,California. Mr.Honarkarhasanagreementto managetherestaurantsandbeachclubattheHotelLaguna. Additionally,Mr.Honarkerhasa contracttomanageseveralhotelsandvacationrentalsinLagunaBeach,including:(a)14West BoutiqueHotel,locatedat688-690S.CoastHwy.,LagunaBeach,CA;(b)HolidayInnLaguna Beach,locatedat696S.CoastHwy.,LagunaBeach,CA;(c)SunsetCoveVillas,locatedat683 SleepyHollowLane,LagunaBeach,CA;(d)RetreatatLagunaVillas,locatedat749Gaviota, LagunaBeach,CA;(e)DuplexatSleepyHollow,locatedat689SleepyHollowLane,Laguna Beach,CA(collectively,the“HolidayInnLagunaProperties”).

3. Priortothebusinessrelationshipatissueinthiscase,Mr.Honarkar,through variouslimitedliabilitycompaniesthatheownedandcontrolled,wastheownerofanextensive realestateportfolioworthhundredsofmillionsofdollars. InSpring2021,Mr.Honarkarsought aninfusionofcapitalintohisrealestateportfolio,whichMr.Honarkarplannedtousetopay certainpersonalobligationstohisformerspouseandtorefinancealargewarehouseloanthatwas

securedbyseveralofhisproperties. Mr.HonarkarattemptedtosecurethecapitalfromNano Banc,acommercialbank basedinIrvine,California,withwhichMr.Honarkarhadformerlydone business. NanoBancreferredhimtoMahenderMakhijani,who,oninformationandbelief,was a largeshareholderofthebankandaninvestorfocusedondistressedrealestateassets. Shortly thereafter,Messrs.HonarkarandMakhijani,throughtheirrespectivecorporateentities,agreedto formanewbusinessventure. ThetermsofthedealrequiredMr.Honarkartocontributehis ownershipinterestsintheentitiesholdingtitletohisrealestateportfolio. Inexchange,Mr. Makhijaniwastocontributeatleast$30millionincapitalandrefinancetheexistingdebtonMr. Honarkar’sproperties. Importantly,althoughthenewventurewouldholdtheownershipinterests contributedbyMr.Honarkar,Mr.Makhijaniwouldonlyparticipateinthefinancialearningsofa specificrealestateprojectifhecontributedcapitaltothatprojectand,eventhen,onlyuptothe extentofhiscapitalcontribution. Inotherwords,Mr.Makhijani’sfinancialparticipationwasona project-by-projectbasis.

4. AsMr.Honarkarrecentlylearned,Mr.Makhijanineverplannedtomake,andnever didmake,hisrequired$30millioncapitalcontributiontotheventure. Instead,Mr.Makhijani causedthenewlyformedventuresto borrow $20millionfromNanoBanc,tooktheproceedsof thatloanforhimself,andthenusedthosefundstomakehispurportedcapitalcontribution. More simply,Mr.Makhijanimadehispurportedcapitalcontributiontothenewventurewithmoneythat hetookfromthenewventure. Evenworse,Mr.Makhijaniagreedthatthis$20millionloanwould besecuredbyaDeedofTrustoncertainrealestateassetsthat,atthetime,wereownedbyMr. HonarkarandwerelatercontributedbyMr.Honarkartothenewventure. Mr.Makhijanithen concealedthisDeedofTrustfromMr.HonarkarbyhavingNanoBancrefrainfromrecordingit, withtheschemeonlycomingtolightwhenNanoBancreceivedaCeaseandDesistOrderfrom theFederalReserveBankthat,that, inter alia,requiredittoidentifyallunsecuredloansmadeto bankinsiders(suchasMr.Makhijani)andremediateanyloansmadeonpreferentialterms. Only thendidNanoBancrecordtheDeedofTrust,morethan9monthsafteritwasexecuted.

5. SincelearningthatMr.Makhijanididnotcontributetherequiredcapitaltothenew venture,Mr.Honarkarhasendeavoredtolearnwhatelsemayhavebeen concealedfromhim. Mr.

Makhijanihasresistedthateffortateveryturn,refusingtoproducethemostbasicfinancial recordsofthenewentitiesandforcingMr.HonarkartofileaPetitionforWritofMandateto inspectsuchrecords—anactionthatisnowpendinginLosAngelesSuperiorCourt. Thebitsand piecesthatMr.Honarkarhaslearnedtodatearetroubling,asMr.Makhijaniappearstohave transferredrealestateassetswithoutMr.Honarkar’sconsent—inbreachoftheparties’ agreement—andusedtherealestateportfoliotoborrowtensofmillionsofdollarsandsold tenancyincommoninterests,theproceedsofwhichappeartohavebeenkeptbyMr.Makhijani and/orcorporateentitiesthathecontrolsinviolationoftheparties’agreements.

6. Inaddition,Mr.HonarkarinitiatedanarbitrationproceedingwithJAMSpursuant tothemandatoryarbitrationprovisionintheparties’contracts. Inthatproceeding,Mr.Honarkar isseekingcompensatorydamagesandotherrelieffortheharmMr.Makhijanihascaused.

7. Mr.Makhijanihasnotbeenwillingtosettlethesedisputesthroughthecourtsor arbitration. Instead,hehaslaunchedacampaignofharassment andretaliationagainstMr. Honarkerandexpresslytoldhimhisgoalwastocut-offallrevenuehehasanddestroyhis businessesandreputation. Mr.MakhijanialongwithhiscompanyContinuumAnalyticsand variousindividualsundertheiremployand/ordirectionhaveattemptedtotakeoverPlaintiff’s propertiesandbusinessthroughphysicalforce,falsedocumentationsubmittedtogovernment entities,liestoPlaintiff’scustomers,andothermeans. Defendants’actionshavecausedPlaintiff significantdamage,includingbutnotlimitedtoharmtotheirreputations,property,management rights,andgoodwillaswellasbodilyinjurytoPlaintiff’semployeesandcontractors.

8. Throughthisaction,Plaintiffisseekingimmediateinjunctiverelieftoenjoin Defendantsfromengaginginactionsofharassmentaimedatdisruptingthebusinessandbreaching Plaintiff’scontractualrightsandtheappointmentofareceiver. Theparties’contractsexpressly excludeactionsseekinginjunctiverelieffromthemandatoryarbitrationprovisions.

THEPARTIESANDJURSIDICTION

9. PlaintiffMohammadHonarkarisaresidentoftheStateofCalifornia. Mr. HonarkarisaMemberofeachofthefollowinglimitedliabilitycompaniesandbringscertain

claimshereinderivativelyontheirbehalf:MOMASInvestco,LLC;MOMBSInvestco,LLC;and MOMCAInvestco,LLC(together,the“MOMLLCs”or“NominalDefendants”)

10. Oninformationandbelief,NominalDefendantMOMASInvestco,LLC(“MOM AS”)isaDelawarelimitedliabilitycompanydoingbusinessintheStateofCalifornia. Defendant MOMAS’sregisteredagentforserviceofprocessisCaliforniaCorporate Agents,Inc.

11. Oninformationandbelief,NominalDefendantMOMBSInvestco,LLC(“MOM BS”)isaDelawarelimitedliabilitycompanydoingbusinessintheStateofCalifornia. Defendant MOMBS’sregisteredagentforserviceofprocessisCaliforniaCorporateAgents,Inc.

12. Oninformationandbelief,NominalDefendantMOMCAInvestco,LLC(“MOM CA”)isaDelawarelimitedliabilitycompanydoingbusinessintheStateofCalifornia. Defendant MOMCA’sregisteredagentforserviceofprocessisCaliforniaCorporateAgents,Inc.

13. DefendantMahenderMakhijaniisaresidentoftheStateofCalifornia. On informationandbelief,atallrelevanttimes,Mr.Makhijaniistheowner,shareholder,managing memberand/orprincipalofeachofthefollowingDefendants:ContinuumAnalytics,Inc.;MOM CAInvestorGroup,LLC;MOMBSInvestorGroup,LLC;MOMASInvestorGroup,LLC; MOMCAManagerLLC;MOMBSManagerLLC;andMOMASManagerLLC.

14. DefendantContinuumAnalytics,Inc.(“Continuum”)isaCaliforniacorporation withitsprincipalplaceofbusinessinNewportBeach,California. ContinuumispartytoaMay 24,2021bindingtermsheetwith4GWireless,Inc.,anentityownedbyMr.Honarkar. The bindingtermsheetwasthepredecessorcontracttotheOperatingAgreementsoftheMOMLLCs. Oninformationandbelief,theprincipalplaceofbusinessforContinuumis520NewportCenter Drive,Suite480,NewportBeach,CA92660,anditsprincipalshareholderisMahender Makhijani.

15. DefendantMOMCAInvestorGroup,LLC(“MOMCAMember”)isaDelaware limitedliabilitycompanywithitsprincipalplaceofbusinessinOrangeCounty,California. MOM CAMemberisamemberofMOMCA Investco,LLC. Oninformationandbelief,MOMCA Membersharesofficespace,employees,officers,andagentswithContinuumandisownedand controlledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMCAInvestco,

LLC,anynoticestoMOMCAMemberaretobesentc/oContinuumAnalytics,520Newport CenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

16. DefendantMOMASInvestorGroup,LLC(“MOMASMember”)isaDelaware limitedliabilitycompanywithitsprincipalplaceofbusinessinOrangeCounty,California. MOM ASMemberisamemberofMOMASInvestco,LLC. Oninformationandbelief,MOMAS Membersharesofficespace,employees,officers,andagentswithContinuumandisownedand controlledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMASInvestco, LLC,anynoticestoMOMASMemberaretobesentc/oContinuumAnalytics,520Newport CenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

17. DefendantMOMBSInvestorGroup,LLC(“MOMBSMember”)isaDelaware limitedliabilitycompanywithitsprincipalplaceofbusinessinOrangeCounty,California. MOM BSMemberisamemberofMOMBSInvestco,LLC. Oninformationandbelief,MOMBS Membersharesofficespace,employees,officers,andagentswithContinuumandisownedand controlledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMBSInvestco, LLC,anynoticestoMOMBSMemberaretobesentc/oContinuumAnalytics,520Newport CenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

18. DefendantMOMASManager,LLC(“MOMASManager”)isaDelawarelimited liabilitycompanywithitsprincipalplaceofbusinessinOrangeCounty,California. MOMAS ManageristheManagingMemberofMOMASInvestco,LLC. Oninformationandbelief,MOM ASManagersharesofficespace,employees,officers,andagentswithContinuumandisowned andcontrolledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMAS Investco,LLC,anynoticestoMOMASManageraretobesentc/oContinuumAnalytics,520 NewportCenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

19. DefendantMOMBSManager,LLC(“MOMBSManager”)isaDelawarelimited liabilitycompanywithitsprincipalplaceofbusinessinOrangeCounty,California. MOMBS ManageristheManagingMemberofMOMBS Investco,LLC. Oninformationandbelief,MOM BSManagersharesofficespace,employees,officers,andagentswithContinuumandisowned andcontrolledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMBS

Investco,LLC,anynoticestoMOMBSManageraretobesentc/oContinuumAnalytics,520 NewportCenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

20. MOMCAManager,LLC(“MOMCAManager”)isaDelawarelimitedliability companywithitsprincipalplaceofbusinessinOrangeCounty,California. MOMCAManageris theManagingMemberofMOMCAInvestco,LLC. Oninformationandbelief,MOMCA Managersharesofficespace,employees,officers,andagentswithContinuumandisownedand controlledbyContinuum. AccordingtothewrittenOperatingAgreementofMOMCAInvestco, LLC,anynoticestoMOMCAManageraretobesentc/oContinuumAnalytics,520Newport CenterDrive,Suite480,NewportBeach,CA92660,Attn:MahenderMakhijani.

21. Theterm“EntityDefendants,”asusedherein,referstoContinuum,MOMCA Member,MOMBSMember,MOMASMember,MOMCAManager,MOMBSManager,and MOMASManager,collectively.

22. Oninformationandbelief,atalltimesrelevantherein,Makhijanicontrolledthe businessofeachoftheEntityDefendants,commingledthefundsandassetsoftheEntity Defendantsanddivertedthosefundsandassetsforhispersonaluse,disregardedlegalformalities andfailedtomaintainarm’slengthrelationshipsbetweenandamongtheEntityDefendants, inadequatelycapitalizedtheEntityDefendants,usedthesameofficeorbusinesslocationand employedthesamepersonsfortheEntityDefendants,usedtheEntityDefendantsasmereshells, instrumentalities,and/orconduitsforhimselfandtoshieldagainstpersonalobligations,including theobligationsallegedinthisStatementofClaim.

23. Oninformationandbelief,atalltimesrelevantherein,therewasaunityofinterest andownershipamongtheEntityDefendantsthattheindividualityorseparatenessofanyofthe EntityDefendantsdidnotexist,andadherencetothefictionoftheseparateexistenceofthe variousEntityDefendantswouldsanctionafraudandpromoteinjustice.

24. Oninformationandbelief,atalltimesrelevantherein,MakhijaniandtheEntity Defendants,andeachofthem,wereactingastheagents,employees,and/orrepresentativesof eachother,withinthescopeoftheiragencyoremploymentandwiththefullknowledge,consent,

permission,authorization,andratification,eitherexpressorimplied,ofeachoftheDefendantsin performingtheactsallegedinthisComplaint.

25. DefendantLagunaHW,LLCisaDelawarelimitedliabilitycompanywithits principalplaceofbusinessinOrangeCounty,California.

26. DefendantLagunaHI,LLCisaDelawarelimitedliabilitycompanywithits principalplaceofbusinessinOrangeCounty,California.

27. DefendantSunsetCoveVillas,LLCisaDelawarelimitedliabilitycompanywith itsprincipalplaceofbusinessinOrangeCounty,California.

28. DefendantRetreatatLagunaVillas,LLCisaDelawarelimitedliabilitycompany withitsprincipalplaceofbusinessinOrangeCounty,California.

29. DefendantDuplexatSleepyHollow,LLCisaDelawarelimitedliabilitycompany withitsprincipalplaceofbusinessinOrangeCounty,California.

30. DefendantHotelLaguna,LLCisaDelawarelimitedliabilitycompanywithits principalplaceofbusinessinOrangeCounty,California.

31. ThiscourthasjurisdictionoverthesubjectmatterandallDefendants.The contractsatissuewereexecutedintheStateofCalifornia,thetrespassand othertortstookplacein theStateofCaliforniaanddefendantsandDOES1to10havesufficientminimumcontactswith theStateofCalifornia.

32. Venueisproperinthiscountybecausetheacts,events,anddamagesalleged herein,includingtheexecutionofthecontractsatissueaswellasotheractsoccurredinOrange County.

DEMANDFUTILITY

33. Mr.HonarkarhasmademultipledemandstoDefendantsthattheyremediatethe wrongdoingdescribedherein. Defendantshaverejectedeachsuchdemand,evenrefusingto providebasicinformationanddocumentsregardingthefinancialtransactionsatissue. Demandis futilebecauseDefendantshaveadisablinginterestinthetransactionschallengedherein,which benefitedthemselvesattheexpenseofPlaintiffandtheMOMLLCs. Moreover,business judgmentprotectiondoesnotapplytoDefendantsbecauseoftheirdisablinginterestandbecause

thetransactionsareegregiousontheirface,representedanextremedeparturefromtherequisite standardofcare,violatebasicfairness,andconstitutedintentionalactsperformedforthebenefitof DefendantsandtothedetrimentofPlaintiffandtheMOMLLCs.

FACTUALBACKGROUND

A. Messrs.HonarkarAndMakhijaniFormTheMOMLLCs

34. Mr.Honarkarisarespectedentrepreneurandreal estateinvestoranddeveloper basedinLagunaBeach,California. AmongMr.Honarkar’sprojectsisthehistoricHotelLaguna, andHolidayInnLagunaBeach.

35. Mr.HonarkarhasanagreementtomanagetheHolidayInnLagunaProperties (definedabove)withLagunaHW,LLC,LagunaHI,LLC,SunsetCoveVillas,LLC,RetreatAt LagunaVillas,LLC,andDuplexAtSleepyHollow,LLC(collectivelythe“HolidayInnProperties LLCs”). Mr.Honarkarand4GarepartiestoawrittenManagementAgreementdatedJanuary1, 2021,wherebyMr.HonarkerisentitledtomanagetheHolidayInnLagunaProperties. (Atrue andcorrectcopyoftheManagementAgreementisattachedheretoas Exhibit1.) The ManagementAgreement,whichhasa10-yearterm,providesbroadauthorityforPlaintiffto managetheHolidayInnLagunaProperties. Moreover,theManagementAgreementprovides expresslythatotherparties,includingtheownersoftheProperties,arenottointerfere“with Manager’sortheHotelPersonnel’sexerciseoftheirdutiesunderorinconnectionwiththis AgreementortheHotel.”

36. Mr.HonarkaralsohasanagreementwithHotelLaguna,LLC,tomanagethe restaurantsandbeachclubattheHotelLaguna. Thisagreementwasanoralagreementthat providesMr.HonarkartherighttomanageandoperatetherestaurantsandbeachclubattheHotel Laguna. Mr.Honarkarhasinvestedtimeandmoneyintodevelopingthebeachcluband restaurantsandhasbeenoperatingtherestaurants sinceOctober2021andthebeachclubsince June2022.

37. InSpring2021,Mr.Honarkarfacedsignificantfinancialpressures,bothto refinanceexistingdebtonhisrealestateassetsandtopaycertainfinancialobligationstohis formerspouse,bothofwhichweredueinJune2021. Mr.Honarkarattemptedtosecurefinancing

fromNanoBanc,astate-charteredbankbasedinIrvine,California,withwhichMr.Honarkarhad previouslydonebusiness. NanoBancreferredMr.Honarkartooneofitslargestshareholders, MahenderMakhijani,theownerofContinuumAnalytics,Inc.(“Continuum”),aNewportBeachbasedinvestmentcompanyfocusedondistressedrealestateassets.

38. Mr.HonarkarultimatelyreachedanagreementwithMr.Makhijani,andinMay 2021,Mr.Honarkar,through4G,andMr.Makhijani,throughContinuum,enteredintoabinding writtentermsheet.1 Pursuanttothetermsheet,Continuumwastoprovidethird-partyequityand assetmanagementservices. Specifically,Continuumwastocontribute$35millionincapital (definedas“cashequity”)toanewbusinessventurecreatedbyMessrs.HonarkarandMakhijani.

AsMr.Makhijaniwasinformed,Mr.Honarkarplannedtousehalfofthatcapital($17.5million) tomeethisfinancialobligationstohisformerspouse,buttheentire$35millionwastobecredited ascapitalcontributionstothefurtherdevelopmentofHotelLagunaandanotherrealestateproject ownedbyMr.HonarkarthatwaslocatedinLosAngeles’sKoreatown. Additionally,andasa conditionprecedenttothedeal,ContinuumwastoarrangefortherefinancingofMr.Honarkar’s existingdebtobligationsoncertainproperties,then-estimatedtobeabout$140million. Mr. Honarkar’scapitalcontributiontothenewventurewastocomefromthecontributionofMr. Honarkar’sownershipinterestsinvariouslimitedliabilitycompaniesthat,inturn,heldtitleto substantialrealpropertyinSouthernCalifornia. Accordingtothetermsheet,thoselimited liabilitycompaniesweretobecome subsidiariesofthenewventure. Importantly,thetermsheet providedthat,unlessanduntilContinuummadeacapitalinvestmentinaspecificrealestate project(asthetermsheetrequiredittodoforHotelLagunaandtheKoreatownproject),Mr. Honarkarretainedtheunilateralrighttoselland/orrefinancetheprojects,subjectonlytolimited consentrightsonthepartofContinuum. Additionally,Continuumwasonlyentitledtoreceivea financialreturnfromthoseprojectsforwhichithadmadeacapitalcontribution.

39. Mr.MakhijaniwasawarethatMr.Honarkarwasrequiredtopayhisformerspouse atotalof$17.5millionbyJune12,2021,orforfeithisrighttoahouseformerlyownedbythe couple. Additionally,Mr.MakhijaniwasawarethatMr.HonarkarhadonlyuntilJune12,2021to

1 ThetermsheetisattachedheretoasExhibit2.

payofftheexisting$145milliondebtonhisproperties,whichwasalreadyindefault,orfacea foreclosureaction. Notwithstandingtheurgentsituation,Mr.MakhijaniinformedMr.Honarkar thathislawyerswoulddrafttheOperatingAgreementsforthelimitedliabilitycompany(or companies)thatwouldconstitutethenewbusinessventure. Mr.MakhijanithenwaiteduntilJune 4,2021toprovidedraftoperatingagreementsforthree(3)limitedliabilitycompanies,whichwere tocomprisethenewventure.

40. TheOperatingAgreementsweresignedonlydayslater,onJune8,2021,both becauseMr.HonarkarhadimmediatefinancialobligationstomeetandbecauseMr.Makhijani refusedtonegotiatethetermssetforthinthedrafts. OnthesamedaythattheOperating Agreementsweresigned—June8,2021—thepartiesclosedescrowontherefinancingofthe existingdebtoncertainofMr.Honarkar’sproperties. However,becauseMr.Makhijaniclaimed thathecouldnotsecuresufficientfinancingtopayofftheentiretyoftheexisting$145million debtonMr.Honarkar’sproperties(asthetermsheetrequired),Mr.Makhijaniusedhis$30 millioncapitalcontribution(anamountthatwasalreadylessthanthe$35millionrequiredinthe termsheet)2 tomakeuptheshortfall. PursuanttotheEscrowClosingStatementprovidedtoMr. Honarkaratthetime,Continuummadea$30millioncapitalcontributiontoescrow,comprisedof twoseparatewiretransfers($20millionand$10million,respectively). Thesewiretransferswere purportedlyinfulfillmentofContinuum’scapitalcontribution. However,becausethe$30million capitalcontributionwas nowbeingusedtopayoffthedebtoftheproperties,Mr.Honarkarwas unabletopayhisobligationstohisformerspouse,asthepartieshadplannedandagreedupon. As aresult,Mr.Honarkarwasforcedtoforfeithisrighttoaresidenceformerlyownedbythecouple.

B. TheMOMLLCOperatingAgreements

41. PursuanttotheJune8,2021OperatingAgreements,Messrs.Honarkarand MakhijaniformedthreeseparatelimitedliabilitycompaniesorganizedunderthelawsoftheState ofDelaware—MOMCAInvestco,LLC(“MOMCA”);MOMASInvestco,LLC(“MOMAS”);

2 Indeed,Continuumalsoreceived$3,996,395.05incashoutoftheescrowproceeds,further reducingitspurportedcapitalcontributionbythisamount.

andMOMBSInvestco,LLC(“MOMBS”). ThematerialtermsofthethreeOperating Agreementsaresubstantiallysimilar,andeachisdatedJune8,2021.3

42. ThematerialtermsoftheMOMCAOperatingAgreementareasfollows:

(a) Makhijani/Continuum,throughanewlyformedLLC(theMOMCA Member),wasrequiredtomakea$30million“Contribution”toMOMCA, whichwastobeusedfortheHotelLagunaproject. (Op.Agr.§6.1). The OperatingAgreementdefines“Contribution”as“moneyorproperty”thata “MembercontributestotheCompanyascapital”(Op.Agr.§1.19)and expresslystatesthatloansbyaMembertotheCompany“shallnotbe consideredContributionsforpurposesofthisAgreement…”(Op.Agr.§ 6.5).

(b) Mr.Honarkar,inturn,contributedtoMOMCAtheentiretyofthe membershipinterestsinvariouslimitedliabilitycompaniesownedand controlledbyMr.Honarkar,whichweredefinedaseither“Subsidiaries”or “Projects.” (Op.Agr.§6.1(a)).4 TheAgreementstatesexpresslythat,asof thetimeofexecution,theonly“Project”wasHotelLaguna;eachoftheother entitieswasa“Subsidiary.” A“Subsidiary”wouldbecomea“Project”only upontheMOMCAMember(Makhijani/Continuum)makingaspecified capitalcontributiontothe“Subsidiary.” AbsentsuchaContribution,the MOMCAMemberwouldholdnocapitalinterest inthe“Subsidiary”and wouldnotbeentitledtoparticipateinanyrevenuesgeneratedbytheentity.

(c) MOMCAwouldbemanagedbya“ManagingMember”and “AdministrativeMember." TheinitialManagingMemberwasMOMCA

3 ThethreeOperatingAgreementsareattachedheretoas Exhibits3-5.

4 TheOperatingAgreementssometimesreferto“Subsidiaries”as“OtherOwnedLLCs.” The termsareusedinterchangeably. Importantly,severaloftheentitieslistedasamongthe“Other OwnedLLCs”or“Subsidiaries”donotbelongonthelistandwereinsertedthereinbyDefendants, eithernegligentlyortodefraudMr.Honarkar. Specifically,thefollowingentitiesarelistedas “OtherOwnedLLCs”or“Subsidiaries”butwerenotintendedbyMr.Honarkartobenamedas such:MJARestaurants,Inc.;4GWireless,Inc.;SevenDegreesLaguna,Inc.;LagunaBeach Company,Inc.;andPizza90,Inc.

Manager—anentitycontrolledbyMakhijani/Continuum. Theinitial AdministrativeMemberwasMr.Honarkar. Althoughmostofthepowers wereplacedinthehandsoftheManagingMember,theOperating Agreementspecificallystatesthat,astothe“Subsidiaries/OtherOwned LLCs”(not“Projects),theManagingMemberisnotentitledtoselltheassets ofthoseentitiesorownershipinterestsintheentitiesabsentthepriorwritten consentofMr.Honarkar. (Op.Agr.§9.3(b)).

(d) TheOperatingAgreementprovidesthattheManagingMemberisrequiredto keepfullandaccuratebooksandrecordsoftheCompany,includingastoall income,expenses,andtransactionsoftheCompany. (Op.Agr.§12.1). Additionally,theManagingMemberistoprovidemonthlyandannual financialreportsontheCompany,includingitsbalancesheet,profitandloss statement,andtaxreturns. (Op.Agr.§12.2).

C. TheMakhijaniEntitiesImmediatelyLeverageThePropertiesForTheirOwnBenefit AndRefuseToProvideEvenBasicFinancialInformationToMr.Honarkar.

43. Almostimmediately,Makhijani/ContinuumusedtheirpositionasManaging MemberoftheMOMLLCstotakeoutsubstantialloansontherealestateassetsownedbythe Subsidiaries/OtherOwnedLLCs,oftenwithoutMr.Honarkar’sknowledgeorconsent. For example:

(a) OnJun8,2021,DefendantscausedtheMOMLLCstoborrow$175million dollarsfromCoastlineLoan,LLC. TheloanwassecuredbyaDeedofTrust overseveralproperties,includingtheKoreatownpropertyownedbyMr. Honarkar. Notwithstandingthefactthatthesepropertieswereusedas securityfortheloan,Plaintiffisnotawarewhetheranyoftheloanproceeds wereprovidedtotheMOMLLCs.

(b) InFebruary2022,an$18.75millionDeedofTrustwasrecordedonproperty ownedbyLagunaHI,LLC,an“OtherOwnedLLC”undertheOperating

Agreement. TheDeedofTrustsecuredapurportedloanmadebyCantor GroupIV,LLC(“CantorIV”). Oninformationandbelief,CantorIVisan investmententityownedand/orcontrolledbyMr.Makhijaniandhasits principalplaceofbusinessatthesameaddressasContinuum,520Newport CenterDrive,Suite480,NewportBeach,CA92660.

(c) InMay2022,another$10millionDeedofTrustwasrecordedagainst propertyownedbyLagunaHI,LLC. TheDeedofTrustpurportedlysecured a$10millionloanmadebyCantorGroupV,LLC(“CantorV”)—another entitycontrolledbyMr.Makhijani.

(d) InNovember2022,CantorIVrecordeda$16.5MMDeedofTrustinits favor,encumberingpropertiesownedbytheLagunaArtsDistrictComplex, LLC,another“OtherOwnedLLC.” TheDeedpurportedlysecureda$16.5 millionloanmadebyCantorIV.

44. BecauseMakhijani/Continuumhasrefusedtoprovidetherequiredfinancialand transactionreportsfortheMOMLLCs,Mr.Honarkardoesnotknowwhethertheloanswere necessaryorevenwhetheranyofthefundspurportedlyloanedtotheentitiesactuallywenttothe entities. Mr.Honarkar,a50%ownerofthecompanies,hasnotreceivedanyoftheproceeds,and heisunawareofanyreasonwhythecompanieswouldneedover$200millionincapital. The onlylogicalconclusionisthatMr.Makhijaniusedthesefundsforhisownpersonalinterests, whichwouldexplainwhyhehassteadfastlyrefusedtoprovideanyfinancialreportingorbooks andrecordstoMr.Honarkar.

D. Mr.HonarkarDiscoversSubstantialWrongdoingByDefendants

45. InFebruary2022,Mr.Honarkarnegotiatedthesaleofcertainrealproperty owned byTesoroRedlands,LLC—oneoftheSubsidiaries/OtherOwnedLLCs. Thesalepricewas$67 million,which,ifconsummated,wouldhaveproducedapproximately$40millioninnetproceeds toMr.Honarkar(aftertheexistingdebtonthepropertywaspaidoff)—proceedsthatMr. Honarkarplannedtousetopayofsomethedebtonhisrealestateportfolio.

46. BecausetheOperatingAgreementsprovidestheManagingMember(Continuum)a righttoconsenttothesaleofassetsheldbyaSubsidiary(Op.Agr.§9.3(a)),Mr.Honarkar requestedtheManagingMember’sconsenttothesale. Mr.Makhijanirefused,statingthatthe propertywasproducingincomeandthatMr.Honarkardidnotneedtopayoffthedebtatissue, someofwhichwasheldbyContinuum. Shortlythereafter,withoutinformingMr.Honarkaror seekinghisconsent,Mr.Makhijanirefinancedtheproperty,causingTesoroRedlands,LLCto incuranew,additionaldebtobligationof$11.8million. Makhijanireportedlyusedthesomeof theproceedsfromthisloantopaydown$7.5millionofthetotalthattheMOMLLCsowedto LoanOakFund(athird-partylender),butMr.Honarkarisnotawareofwhathappenedtothe remainingloanproceedsorwhethertheywereevencontributedtotheMOMLLCs,asopposedto beingkeptbyMr.Makhijaniforhispersonalinterests.

47. BecauseofMr.Makhijani’sactionswithrespectto TesoroRedlands,LLCandhis repeatedrefusaltoprovidefinancialinformation,inSpring2022,Mr.Honarkarbegan investigatingthetitlerecordsofvariousrealpropertiesowned,indirectly,bytheMOMLLCs. ThefactslearnedbyMr.HonarkardemonstratesubstantialwrongdoingbyMr.Makhijani, Continuum,andthelimitedliabilitycompaniescontrolledbyMr.Makhijani. Mostsignificantly, MakhijaniandContinuumfraudulentlyinducedMr.HonarkartoenterintotheMOMLLC transactionsbypromisingtocontribute$30millionincapitaltotheentities—moneythatMr. Honarkarneededtopayoffhispre-existingfinancialobligations. MakhijaniandContinuumnot onlyfailedtofulfillthatconditionoftheagreement,theyapparentlyhadnointentionofdoingso whenthepromisewasmade,conspiredwiththirdpartiestomakeitappearthattheyhadmadethe requiredcapitalcontribution,andthenconcealedtheiractionsfromMr.Honarkar.

48. Oninformationandbelief,onJune7,2021—beforetheMOMLLCOperating Agreementswereevenexecuted—MakhijaniandContinuumcausedtheMOMLLCs, collectively,toborrow$20millionfromthirdpartyNanoBanc,ofwhichMakhijaniwasa substantialshareholder. MakhijaniandContinuumthentookthatthoseloanproceeds,which belongedtotheMOMLLCs,andusedthemtofund$20millionoftheirrequired$30million capitalcontributiontotheMOMLLCs. Inotherwords,MakhijaniandContinuummadetheir

purportedcapitalcontributiontotheMOMLLCswithmoneytheyhadwrongfullytakenfromthe MOMLLCs. Additionally,assecurityforthe$20millionloanfromNanoBanc,Makhijaniand ContinuumgrantedNanoBancaDeedofTrustonpropertyownedbyLagunaHI,LLC—anentity that,asofJune7,2021,wasownedandcontrolledbyMr.Honarkar,exclusively. TheDeedof Trust,whichisdatedJune7,2021,issignedbyDebaShyam,purportedly onbehalfofthe ManagingMemberofMOMCA.

49. MakhijaniandContinuum,apparentlywiththeassistanceandconsentofNano Banc,activelyconcealedtheiractionsfromMr.Honarkar. NotonlywasMr.Honarkarnever informedthatthepurportedcapitalcontributionwasmadewithmoneytakenfromtheMOM LLCs,hewasneverinformedoftheDeedofTrust onpropertyownedbyLagunaHI,LLC—an entitythatheownedandcontrolled. Indeed,althoughtheDeedofTrustonLagunaHI, LLC’s propertiesisdatedJune7,2021,itwasnotrecordedbyNanoBancuntilMarch2022–morethan 9monthslater. Oninformationandbelief,theDeedofTrustwasonlyrecordedatthattime becauseNanoBancwasunderaJanuary18,2022CeaseandDesistOrderfromtheFederal ReserveBank(“CeaseandDesistOrder”)which,interalia,requiredNanoBanctoreport unsecuredloansmadeto insidersoftheBankinthepriortwoyearsandremedyanydeficiencies inthoseloans. Oninformationandbelief,ifnotfortheCeaseandDesistOrder,theDeedofTrust wouldneverhavebeenrecorded,andMr.Honarkarwouldstillnotbeawareofthefraud. Atrue andcorrectcopyoftheCeaseandDesistOrderisattachedheretoas Exhibit6

50. Unfortunately,MakhijaniandContinuum’sfailuretomaketherequiredcapital contributionappearstobeonlythefirstofseveralactsofwrongdoingwithrespecttotheMOM LLCs. Oninformationandbelief,onJuly1,2021,MakhijaniandContinuum,alongwithMOM CAManager,causedTesoroRedlands,LLC—another“OtherOwnedLLC”undertheOperating Agreements—toborrow$1millionfromNanoBanc. Again,theloanwassecuredbyaDeedof TrustencumberingrealpropertyownedbyTesoroRedlands,LLC,andagain,Mr.Honarkarwas notinformedoftheloanortheDeedofTrust. AndaswiththeDeedofTrustencumbering LagunaHI,LLC,thisDeedofTrustwasnotrecordedbyNanoBancuntilmonthslater,onlywhen itbecamenecessarybyvirtueoftheCeaseandDesistOrder.

51. Mr.Honarkarwasalsorecentlyinformedthat,inadditiontothesecretDeedsof Trustrecordedonhisproperties,Makhijani,Continuum,andMOMCAManagerhavesold tenant-in-common(“TIC”)interestsinrealpropertyownedorcontrolled,indirectly,bytheMOM LLCs,withoutinformingMr.Honarkarorseekinghisconsent. Forexample,oninformationand belief,onApril12,2021orApril12,2022,MOMCAManagersoldaTICinterestinHotel Laguna,LLCtoJaachak,LLC,inexchangefor$1million. Notably,thesignatoryforJaachak, LLCisanexecutiveforContinuum,indicatingthatthesalemayhavebeenadisguisedtransferto Makhijani/Continuum.

52. Similarly,oninformationandbelief,onDecember30,2022,MOMCAManager purportedtosellaTICinterestinpropertyownedbyLagunaHI,LLC,inexchangeformorethan $4million. Mr.Honarkarwasnotinformedofthissale,didnotconsenttoit,anddoesnotknow whatMOMCAManagerdidwiththeproceeds. Moreover,thesaleconstitutedabreachofthe OperatingAgreementofMOMCA,whichrequiredMOMCAManagerto obtaintheconsentof Mr.HonarkarbeforesellinganyassetsheldbyOtherOwnedLLCs,ofwhichLagunaHI,LLC wasone.

E. MakhijaniRetaliatesAgainstMr.Honarkar

53. InFebruary2023,Mr.HonarkarinformedMakhijaniandContinuumofhis concernswiththeforegoingtransactionsandrequestedthattheyproduceallrelevantdocuments andfinancialrecordsoftheMOMLLCs. Thereafter,onMarch22,2023,Mr.Honakar,through histhen-counsel,thelawfirmofLatham&WatkinsLLP,sentabooksandrecordsdemandwith respecttoeachoftheMOMLLCs,seekingbasic financialandtransactiondocumentsforthe entities. TrueandcorrectcopiesoftheMarch22,2023booksandrecordsdemandsareattached heretoasExhibits7-9

54. Almostimmediatelythereafter,MakhijaniandContinuumbeganacampaignof retaliationagainstMr.Honarkar. OnMarch29,2023,MakhijaniandContinuum,utilizingtheir powerasManagingMemberoftheMOMLLCs,terminatedMr.HonarkarastheAdministrative Manageroftheentities. Thereafter,MakhijaniandContinuuminformedagentsatthevarious propertiesthatMr.Honarkarwasnolongertheowneroftheproperties,and thattheyshouldnot

communicatewithhimregardingthebusinesses. InearlyApril2023,MakhijaniandContinuum sentateamofarmedguardstoenterandphysicallytakecontrolofseveraloftheproperties controlled,indirectly,bytheMOMLLCs,includingHotelLaguna,aHolidayInnHotel,andmore than30vacationrentals.Amongotherthings,MakhijaniandContinuumremovedexisting management,disabledsecuritycamerasandothersecurityapparatus,dismantledordisabled existingoperationalsystems,andbegannoisilymisrepresentingtotenants,vendors,andcity officialsthatMr.Honarkarwasnolongertheowneroftheproperties.

55. Additionally,Mr.Honarkarwas recentlyinformedthatMakhijaniandContinuum hadcausedfraudulentStatementsofInformationtobefiledwiththeSecretaryofState, wrongfullyalteringthedesignatedagentsforserviceofprocessforseveral ofMr.Honarkar’s entities.

56. Todate,MakhijaniandContinuum,actingthroughtheManagingMembersofthe MOMLLCs,haverefusedtoproduceanyofthebooksandrecordsdemandedbyMr.Honarkar, notwithstandingthefactthatMr.HonarkarisindisputablyaMemberofeachoftheMOMLLCs.

F. KnownBadActsThatHaveOccurredSoFar

57. OnMay2,2023,Defendantshiredarmedsecurity guardsandsentthemalongwith otheremployeesoftheirstotheHotelLagunaandHolidayInnLagunaBeach.Atthoseproperties, Defendantsattemptedtoforcefullytakecontrolofthebusinessesandchangethelocks. Defendantsdidthisthroughverbalintimidationaswellasphysicalviolence. Atleastoneof Defendants’employeesassaultedmultipleindividualsattheHotelLaguna andwasarrestedbythe LagunaBeachPoliceDepartmentforhisactions.

58. ThefullextentofDefendants’actsareunknown. Butinadditiontotheabove,here aresomeofthethingsPlaintiffknowssofar:

 Defendantshavelockedthemanageroutofherin-residenceapartmentatthe HolidayInn.

 Defendantshavechangedlocksondoors.

 Defendantshavechangedaccesstocertainpoint ofsalesystems.

 Defendantshavetoldsomeemployeesthattheyarerelievedoftheirduties,someof whichwerenotevenprovidedproperterminationnotices.

 Defendantshavepresentedthemselvesatthepropertiesandhavetoldeveryone whowouldlistenthatHonarkarisnolongerinvolved,andtheyarethebossnow.

 Defendantshaveattemptedtochangeoverpayroll.

 Defendantshavepreventedguestswhohavebookedandpaidforroomsatthehotel andrentalpropertiesfromcheckingintothepropertiesandusingthoserooms.

 DefendantshavetoldgueststodivertfundsfromPlaintifftoDefendantsby instructingthemtochargebackbookingfeestoPlaintiff,whichDefendantsalready received,andthensendthebookingfeestoaccountsDefendants control.

Noneoftheaboveactsweredonewithanycoloroflaw,authorityorcourtorder.

CAUSESOFACTION

FIRSTCAUSEOFACTION

(TRESPASSbyPlaintiffdirectlyagainstMakhijani,Continuum,MOMCAMember,MOM BSMember,andMOMASMember)

59. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

60. Plaintiffowned,occupied,and/orcontrolledtheHotelLagunaandHolidayInn LagunaPropertiesandfacilitiesthereinincludingtherestaurantandbeachclub.

61. DefendantsintentionallyandcausedotherstointentionallyentertheHotelLaguna andHolidayInnLagunaPropertiesandthefacilitiesthereinonmultipleoccasionsbetween approximatelyFebruary2023throughatleastMay2023.

62. PlaintiffdidnotgivepermissiontotheDefendantsorthepeopleandentities controlledbyDefendantstoentertheHotelLagunaandHolidayInnLagunaPropertiesandthe facilitiesthereinor,alternatively,Defendantsandthepeopleandentitiesundertheircontrol exceededthepermissiblescopeofpermissionwhentheyenteredthepropertyandwhenthey refusedtoleavethepropertyafterbeingdirectedtodoso.

63. AsaresultofDefendants’actions,Plaintiffhasbeeninjured.

SECONDCAUSEOFACTION

(FRAUDULENTINDUCEMENTbyPlaintiff,directly,againstMakhijani,Continuum, MOMCAMember,MOMBSMember,andMOMASMember)

64. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

65. InMay2021,Plaintiff,throughhiscompany,4GWireless,Inc.,enteredintoa bindingtermsheetwithContinuum. Thetermsheetprovided,interalia,thatContinuumwould contribute$35milliontoanewventuretobeformedwithPlaintiff.

66. InJuneof2021,thepartiesformedtheMOMLLCsbyexecutingtheOperating Agreements,which,interalia,requiredDefendantstoprovide$30millionincapitaltooneor moreoftheMOMLLCs. BysigningtheOperatingAgreements,Defendantscontractuallyagreed tocontribute$30millioninnewcapitaltoMOMCA.

67. Defendantsfailedtocontributethe$30millioncalledforbytheOperating Agreement,insteadcausingtheMOMLLCstoborrow$20millionfromNanoBanc,takingthose fundsfromtheMOMLLCsforthemselves,andthenusingthefundstomakethepurportedcapital contribution. Assuch,theconsiderationforMr.Honarkar’sobligationsundertheOperating Agreementsfailed.

68. Oninformationandbelief,atthetimetheOperatingAgreementswereexecuted, DefendantshadnointentionofmakingthecapitalcontributionrequiredbytheOperating Agreements. DefendantsconcealedthesematerialfactsandtheiractionsfromPlaintiffby causingNanoBanc,thelender,torefrainfromrecordingtheDeedofTrustsecuringtheloan.

69. PlaintiffreliedonDefendants’promisetocontribute$30millionincapitaltothe MOMLLCs,tohisdetriment. Absentthepromise,Plaintiffwouldnothaveenteredintothe OperatingAgreementsformingtheMOMLLCsandwouldnothavecontributedhisownership interestsinthelimitedliabilitycompaniesholdingtitletoPlaintiff’srealestateportfolio.

70. AsaresultofDefendants’actions,Plaintiffhasbeeninjured.

71. PlaintiffseeksrescissionoftheMOMLLCOperatingAgreements,whichwere inducedbyfraud.

THIRDCAUSEOFACTION

(BREACHOFCONTRACTbyPlaintiff,directly,againstMakhijani,MOMCAMember, MOMBSMember,MOMASMember,MOMCAManager,MOMBSManager, andMOMASManager)

72. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

73. InJuneof2021,PlaintiffandDefendantsMOMCAMember,MOMBSMember, andMOMASMember(together,the“MOMMembers”)formedtheMOMLLCsbyexecuting theOperatingAgreements,which,interalia,expresslyrequiredMOMMemberstoprovide$30 millionincapitaltoMOMCA.

74. TheMOMMembersfailedtocontributethe$30millioncalledforbytheOperating Agreements,insteadcausingtheMOMLLCstoborrow$20millionfromNanoBanc,takingthose fundsfromtheMOMLLCs,andthenusingthefundstomakeitspurportedcapitalcontribution, asrequiredbytheOperatingAgreements. Insodoing,theMOMMembersbreachedthe OperatingAgreements.

75. DefendantsMOMCAManager,LLC,MOMBSManager,LLC,andMOMAS Manager,LLC(collectively,“MOMManagers”) areboundbytheOperatingAgreements,which provide,interalia,thattheManagingMemberisnotempoweredtosellortransfertheassetsof “OtherOwnedLLCs”or“Subsidiaries”withoutthewrittenconsentofMr.Honarkar. As discussedindetailabove,onmultipleoccasions,theMOMManagershavesoldTICinterestsin realpropertyownedbyanOtherOwnedLLCorSubsidiary,withoutMr.Honarkar’sknowledge orconsent. Similarly,theMOMManagershavecausedrealpropertyownedbyOtherOwned LLCsorSubsidiariestobeencumberedbyDeedsofTrust,alsowithoutMr.Honarkar’s knowledgeorconsent. TheforegoingactionsconstitutebreachesoftheOperatingAgreements.

76. EachofDefendantshasfailedtoallocateincomeorotherfundsbelongingtothe MOMLLCstotheMOMLLCs,insteadkeepingsuchfundsforthemselves.

77. TheOperatingAgreementsoftheMOMLLCsrequiretheManagingMemberto keepdetailedfinancialandtransactionrecordsoftheentities. Oninformationandbelief,the

MOMManagershavefailedtokeepsuchrecords,aswellasrefusedtoprovidesuchrecordsto Plaintiffuponreasonablerequest,inbreachoftheOperatingAgreements.

78. Plaintiffhasbeeninjuredbytheforegoingbreachesofcontract.

FOURTHCAUSEOFACTION

(BREACHOFIMPLIEDCOVENANTOFGOODFAITHANDFAIRDEALINGby Plaintiff,directly,againstMakhijani,MOMCAMember,MOMBS Member,MOMAS Member,MOMCAManager,MOMBSManager,andMOMASManager)

79. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

80. Delawarelawimpliesacovenantofgoodfaithandfairdealingineverycontract, whichprohibitsapartyinacontractualrelationshipfromengaginginarbitraryorunreasonable conductwhichhastheeffectofpreventingtheotherpartytothecontract fromreceivingthefruits ofthebargain.

81. AsDefendantswereaware,andassetforthexpresslyintheOperating Agreements,Plaintiff’spurposeinenteringintotheOperatingAgreementswas,inpart,tosecure $30millioninnewcapital,whichPlaintiffintendedtousetopayofcertainpre-existingfinancial obligations.

82. Notwithstandingtheirpromisetoprovidesuchcapital,Defendantsfailedtodoso, insteadcausingtheMOMLLCstoborrow$20millionfromathirdpartyandthentakingthose loanproceedsforthemselvesandusingthemtomaketherequiredcapitalcontribution.

83. Additionally,althoughtheOperatingAgreementsdonotpermitDefendantstosell, transfer,orencumbertheassetsoftheOtherOwnedLLCsorSubsidiarieswithouttheconsentof Mr.Honarkar,DefendantshavesoldTICinterests insuchpropertiesandencumberedthose propertieswithDeedsofTrusttosecuretensofmillionsofdollarsindebt,allwithoutMr. Honarkar’sknowledgeorconsent.

84. Byvirtueoftheforegoing,Defendantsbreachedtheimpliedcovenantofgoodfaith andfairdealing,whichhadtheeffectofpreventingPlaintifffromreceivedtheintendedbenefitsof theparties’agreement.

FIFTHCAUSEOFACTION

(ACCOUNTING,byPlaintiffagainstDefendantsMOMCAManager,MOMBSManager, MOMASManager,MOMCAMember,MOMBSMember,MOMASMember, andDOES1-10)

85. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

86. DefendantsMOMMembersandMOMManagershavebreachedtheOperating Agreementsthroughtheactionsdescribedabove,includingbyfailingtokeeptherequired financialrecordsoftheMOMLLCsand/orrefusingtoprovidesuchrecordstoPlaintiff,a MemberoftheMOMLLCs.

87. Defendants’breachesoftheOperatingAgreementalsoinvolveself-dealingand thereforeconstituteinequitablecircumstanceswarrantinganaccounting.

88. Plaintiffisentitledtoafullandcompleteaccountingoftheassetsandliabilitiesof theMOMLLCs,alongwiththetransactionsofthoseentitiesandthedisbursementofany paymentswrongfullydivertedormisappropriatedbyDefendants.

SIXTHCAUSEOFACTION

(CONVERSIONbyPlaintiffHonarkar,derivativelyonbehalfoftheMOMLLCs,against Makhijani,Continuum,MOMCAMember,MOMBSMember,MOMASMember,MOM CAManager,MOMBSManager,MOMASManager,andDOES1-10)

89. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

90. DefendantsareMembersorManagingMembersoftheMOMLLCsand,assuch, owedutiestotheMOMLLCs,assetforthintheOperatingAgreements.

91. Atalltimesherein,PlaintiffhasbeenaMemberoftheMOMLLCsandthusis entitledtobringaderivativeactiononbehalfoftheMOMLLCspursuantto6Del.§18-1001.

92. Oninformationandbelief,DefendantshavecausedtheMOMLLCstoincur significantdebtinconnectionwiththeoperatingofthebusiness,including,withoutlimitation,a $20millionloanfromNanoBanconoraboutJune7,2021.

93. Oninformationandbelief,Defendantshavemisappropriatedtheproceedsofthe loans,whichbelongtotheMOMLLCs,andusedthoseproceedsfortheirownpurposes. Assuch, DefendantshavecausedtheMOMLLCstoincurdebttothirdparties,includingdebtsecuredby theassetsowned,indirectly,bytheMOMLLCs,withoutanyconsiderationbeingprovidedtothe MOMLLCs,astheloanproceedsweretakenbyDefendants. Defendants areobligatedtoreturn theloanproceeds,including,withoutlimitation,the$20millionfromNanoBanc,totheMOM LLCs.

94. Defendantshaveadisablingself-interest,astheybenefittedfromtheactions challengedonthisclaim. Assuch,pre-suitdemandisfutile,asDefendantscontroltheMOM LLCs,onwhosebehalftheclaimisbrought.

95. Defendants’actionswereintentional,willful,inplainbreachofmaterialtermsof theOperatingAgreementsandcommittedwithmalice.

96. TheMOMLLCshavebeendamagedinanamounttobeprovenattrial,butnotless than$20million. TheMOMLLCsareentitledto recoverpunitivedamagesonaccountof Defendants’actions.

SEVENTHCAUSEOFACTION

(UNJUSTENRICHMENTbyPlaintiff,derivativelyonbehalfoftheMOMLLCs,against Makhijani,Continuum,MOMCAMember,MOMBSMember,MOMASMember,MOM CAManager,MOMBSManager,MOMASManager,andDOES1-10)

97. Plaintiffreallegesandreassertseachofthefactualallegationssetforthaboveand incorporatesthembyreferenceasthoughfullysetforthbelow.

98. DefendantsareMembersorManagingMembersoftheMOMLLCs,ortheiralter egosoragents,and,assuch,owedutiestotheMOMLLCs,assetforthintheOperating Agreements.

99. Atalltimesherein,PlaintiffhasbeenaMemberoftheMOMLLCsandthusis entitledtobringaderivativeactiononbehalfoftheMOMLLCspursuantto6Del.§18-1001.

100. Oninformationandbelief,DefendantshavecausedtheMOMLLCstoincur significantdebtinconnectionwiththeoperatingofthebusiness,including,withoutlimitation,a

$20millionloanfromNanoBanconoraboutJune7,2021.

101. Oninformationandbelief,Defendantshavemisappropriatedtheproceedsofthe loans,whichbelongtotheMOMLLCs,andusedthoseproceedsfortheirownpurposes. Assuch, Defendantshavebeenunjustlyenriched,attheexpenseoftheMOMLLCs.

102. Defendantshaveadisablingself-interest,astheybenefittedfromtheactions challengedonthisclaim. Assuch,pre-suitdemandisfutile,asDefendantscontroltheMOM LLCs,onwhosebehalftheclaimisbrought.

103. TheMOMLLCshavebeendamaged.

EIGHTHCAUSEOFACTION

(VIOLATIONOFCALIFORNIAPENALCODESECTION496(c)byPlaintiff,derivatively onbehalfoftheMOMLLCs,againstMakihijani,Continuum,MOMCAMember,MOM BSMember,MOMASMember,MOMCAManager,MOMBSManager,MOMAS Manager,andDOES1-10)

104. Plaintiffreallegesandreassertseachofthefactualallegationssetforthaboveand incorporatesthembyreferenceasthoughfullysetforthherein.

105. Oninformationandbelief,Defendantshavemisappropriatedmoneybelongingto theMOMLLCs,including,withoutlimitation,atleast$20millionthatDefendantscausedthe MOMLLCstoborrowfromNanoBanc.

106. TheMOMLLCshavebeendamagedbytheactionsofDefendants,astheyhave beendeprivedofatleast$20millionbelongingtotheMOMLLCsandbecausetheyhavea financialobligationtorepaythosefundstoNanoBanc.

107. UnderCaliforniaPenalCodesection496(c),theMOMLLCsareentitledtorecover trebledamagesandthecostsandreasonableattorneys’feesincurredinbringingsuit.

NINTHCAUSEOFACTION

(BREACHOFCONTRACTbyPlaintiff,directly,againstHolidayInnPropertiesLLCs andDOES1-10)

108. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

109. Mr.HonarkarhasacontractwiththeHolidayInnPropertiesLLCstomanageand operatetheHolidayInnProperties.

110. Mr.Honarkarhas doneallorsubstantiallyallofthethingsrequiredofthemunder thecontractorareexcusedfromperformingunderthecontract.

111. TheHolidayInnPropertiesLLCsthroughtheiragentshavebreachedthecontract byinterferingwithMr.Honarker’sexerciseofhisdutiesunderorinconnectionwiththecontract. Amongotherthings,theHolidayInnPropertiesLLCshavepreventedaccesstotheHolidayInn Propertiesbychangingthelocksattheproperties,usingphysicalforceandviolenceandverbal threatsandintimidation. Theyhavealsosteeredcustomersawayfromthepropertyanddiverted incomefromtherentaloftheproperty.

112. TheHolidayInnPropertiesLLCactionshave causedharmtoMr.Honarker.

113. Mr.Honarkerhasbeeninjuredbytheforegoingbreachesofcontractinanamount tobeprovenattrial.

TENTHCAUSEOFACTION

(BREACHOFCONTRACTbyPlaintiff,directly,againstHotelLagunaLLC andDOES1-10)

114. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

115. Mr.HonarkerhasacontractwithHotelLagunaLLCtomanageandoperatethe restaurantsandbeachclubattheHotelLaguna.

116. Mr.Honarker.hasdoneallorsubstantiallyallofthethingsrequiredofhim under thecontractorisexcusedfromperformingunderthecontract

117. HotelLagunaLLCthroughitsagentshasbreachedthecontractbyinterferingwith hisexerciseofitsdutiesunderorinconnectionwiththisagreement. Amongotherthings,the HotelLagunaLLChaspreventedaccesstorestaurantsandbeachclubbychangingthelocksatthe properties,usingphysicalforce andviolence andverbalthreatsandintimidation. Theyhavealso steeredcustomersawayfromthefacilities.

118. HotelLagunaLLC’sactionshavecausedharmtoMr.Honarker.

119. LagunaBeach,Inc.hasbeeninjuredbytheforegoingbreachesofcontractinan amounttobeprovenattrial.

ELEVENTHCAUSEOFACTION

(DECLARATORYRELIEFbyPlaintiff,directly,againstMOMCAMember,MOMBS Member,MOMASMember,MOMCAManager,MOMBSManager,MOMASManager, andDOES1-10)

120. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

121. PlaintiffandDefendants haveadisputeastotheirrespectiverights,powers,and obligationsundertheOperatingAgreementsoftheMOMLLCs. Specifically,Plaintiffand Defendantshaveanactualdisputeastothefollowingmatters(withoutlimitation):

a. WhetherDefendantsareentitledtosellinterestsintheassetsoftheOther OwnedLLCsand/orSubsidiaries;

b. WhetherDefendantsareentitledtoencumbertheassetsoftheOtherOwned LLCsand/orSubsidiaries;

c. Whetherthecorporateentities,notlimitedliabilitycompanies,referencedin certainExhibitstotheOperatingAgreementsare“OtherOwnedLLCs”or “Subsidiaries”undertheOperatingAgreements.

122. Theparties’disputesare ripefordeterminationbecauseDefendantshavesoldand encumberedtheassetsoftheOtherOwnedLLCs andSubsidiaries,withoutPlaintiff’sconsent,and becauseDefendantshavestatedthattheybelievethecorporateentitiesatissueare“OtherOwned LLCs”or“Subsidiaries”undertheOperatingAgreements.

TWELTHCAUSEOFACTION

(DECLARATORYRELIEFbyPlaintiff,directly,againstHolidayInnPropertiesLLCsand DOES1-10)

123. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

124. PlaintiffandHolidayInnPropertiesLLCshaveadisputeastotheirrespective rights,powers,andobligationsundertheManagementAgreement. Specifically,Plaintiffand DefendantshaveanactualdisputeastowhetherPlaintiffhastherighttomanageandoperatethe HolidayInnProperties.

125. ThedisputeisripefordeterminationbecausetheHolidayInnPropertiesLLCs throughtheiragentshavepreventedPlaintifffromoperatingandmanagingthepropertiesthrough physicalforce,intimidation,fraudandothermeans.

THIRTEENTHCAUSEOFACTION

(DECLARATORYRELIEFbyPlaintiff,directly,againstHotelLaguna,LLC andDOES1-10)

126. Plaintiffreallegesandreassertseachofthefactualallegationssetforthabove,and incorporatesthembyreferenceasthoughfullysetforthbelow.

127. PlaintiffandDefendanthaveadisputeastotheirrespectiverights,powers,and obligationsundertheiragreement. Specifically,PlaintiffandDefendanthaveanactualdisputeas towhetherPlaintiffhastherighttomanageandoperatetherestaurantsandbeachclubattheHotel Laguna.

128. ThedisputeisripefordeterminationbecausetheHotelLaguna,LLCthroughits agentshavepreventedLagunaBeach,Inc.fromoperatingandmanagingtherestaurants andbeach clubthroughphysicalforce,intimidation,fraudandothermeans.

PRAYERFORRELIEF

WHEREFORE,Plaintiff,praysforjudgmentagainstDefendants,eachofthem,forthe followingrelief:

1. Adeclaratoryjudgmentproviding,interalia,that:

(a) AstotheHolidayInnLagunaProperties,Mr.HonarkeristheManagerofthe propertiespursuanttoawritten10-yearManagementAgreementdatedJanuary1, 2021andDefendantsmustrefrainfrom,interalia, trespassingontheHolidayInn LagunaProperties,physicallyusurpingcontroloftheHolidayInnLaguna Propertiesbybringinginarmedguardsandlocksmiths,interferingwithstaff,

tryingtodismissstaff,andmakinginaccuratedemandsandstatementsto residentsandguests.

(b) AstotheHotelLaguna,Mr.Honarkeristhemanageroftherestaurantsandbeach clubpursuanttotheparties’agreementandDefendantsmustrefrainfrom,inter alia,trespassingintotherestaurants andbeachclub,physicallyusurpingcontrol oftherestaurantsandbeachclubbybringinginarmedguardsandlocksmiths, interferingwithstaff,tryingtodismissstaff,andmakinginaccuratedemandsand statementstocustomers.

(c) Adeclaratoryjudgmentproviding,interalia,thatDefendantsarenotentitledto transfer,alienate,orencumberassetsoftheOtherOwnedLLCsorSubsidiaries, asthosetermsaredefinedintheOperatingAgreements,andthatthecorporate entitiesreferencedintheDeclaratoryReliefclaimarenotOtherOwnedLLCsor SubsidiariesoftheMOMLLCs.

2. Atemporaryrestrainingorderandpreliminaryinjunctionrequiring:

(a) DefendantstorefrainfromtrespassingonHotelLagunaandtheHolidayInn LagunaProperties,including,withoutlimitation,torefrainfromattemptingto exercisecontrolorinterferewithPlaintiff’scontrolandoperationofthose properties.

(b) DefendantstoreinstateMr.HonarkarasAdministrativeManageroftheMOM LLCsandrequiringDefendantstorefrainfromtakinganyactiontointerferewith ordisturbMr.Honarkar’sownershipinterests;TheappointmentofaReceiver overMOMASInvestco,LLC,MOMBSInvestco,LLC,MOMCAInvestco, LLCatleastuntiltheownershipandotherdisputesareresolved.

(a) Defendantstorefrainfromtransferring,alienating,orencumberingassetsofthe OtherOwnedLLCsorSubsidiaries,asthosetermsaredefinedintheOperating Agreements,andthatthecorporateentitiesreferencedintheDeclaratoryRelief claimarenotOtherOwnedLLCsorSubsidiariesoftheMOMLLCs.

3. TherescissionoftheMOMLLCOperatingAgreements,onaccountofDefendants’ fraudintheinducementandfailureofconsideration;

4. AnaccountingofDefendants’managementoftheMOMLLCs;

5. Reasonableattorneys’feesandcostsincurredinthisdispute,pursuanttoSection17of theOperatingAgreements;

6. CompensatorydamagesforalltheNinthandTenthCausesofActions;

7. Interest,includingbutnotlimitedtopre-judgmentinterest,atthelegalrate;

8. Reasonableattorneys’feesandcostsincurredinthisdispute,pursuanttoSection17of theOperatingAgreements,6Del.C.§18-1004,andCaliforniaPenalCodesection 496(c);and

9. SuchotherreliefastheCourtdeemsjustandequitable.

DATED: May3,2023

HALPERNMAYYBARRAGELBERGLLP

AARONM.MAY JOSEPHJ.YBARRA

By: AARONM.MAY

AttorneysforPlaintiffMOHAMMAD HONARKAR,individuallyandonbehalfof MOMASInvestco,LLC,MOMBSInvestco, LLC,andMOMCAInvestco,LLC

DEMANDFORJURYTRIAL

Plaintiffdemandsatrialbyjuryonallcausesofactionforwhichatrialbyjurymaybe had.

DATED: May3,2023

HALPERNMAYYBARRAGELBERGLLP

AARONM.MAY

JOSEPHJ.YBARRA

By: AARONM.MAY

AttorneysforPlaintiffMOHAMMAD

HONARKAR,individuallyandonbehalfof MOMASInvestco,LLC,MOMBSInvestco, LLC,andMOMCAInvestco,LLC

EXHIBIT 1

HOTEL MANAGEMENT AGREEMENT

BETWEEN

MOHAMMAD HONARKAR AND 4G WIRELESS, INC. FOR THE HOTELS AND VACATION RENTALS

Laguna HW, LLC

Laguna HI, LLC

Sunset Cove Villas, LLC

Retreat At Laguna Villas, LLC

Duplex At Sleepy Hollow, LLC

Effective as of January 1, 2021

Exhibit A: Centralized Services

Exhibit B: Name Under Which Hotel Will Operate

Exhibit C: Required Insurance

Exhibit D: Specimen Consolidated Income Statement

Exhibit E: Legal Description of Sites Schedule 1:

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of January 1, 2021 (the “Effective Date”), by and between MOHAMMAD HONARKAR and 4G WIRELESS, INC., a California corporation (“Manager”), and LAGUNA HW, LLC, LAGUNA HI, LLC, SUNSET COVE VILLAS, LLC, RETREAT AT LAGUNA VILLAS, LLC and DUPLEX AT SLEEPY HOLLOW, LLC (“Owner”) (collectively, the “Parties” and individually, a “Party”).

Recitals

A. Manager is knowledgeable and experienced in managing and promoting hotels and resorts.

B Owner desires to engage Manager's services and experience and manage 14 West Boutique Hotel, Holiday Inn Laguna Beach, Sunset Cove Villas, Retreat at Laguna Villas and Duplex at Sleepy Hollow, hotels and vacation rentals owned and operated by Owner and located in Laguna Beach, California (the “Hotel” and the "Vacation Rentals" , collectively "Hotel").

Terms

The Parties agree as follows:

1. DEFINITIONS

Capitalized terms have the meanings set forth on Schedule 1.

2. GENERAL MANAGEMENT AND OPERATIONS.

2.1. General Management Services. Owner engages Manager, and Manager accepts such engagement, to supervise, direct, and control the Operation of the Hotel from the Opening Date through the end of the Term (the “Operating Period”). In performing its services pursuant to this Agreement, Manager is Owner’s agent.

2.2. Authority and Duty of Manager. Subject to the requirements and limitations set forth in this Agreement, during the Operating Period, Manager is authorized to, and Manager shall, as Owner’s agent, Operate the Hotel. The Parties acknowledge that Owner’s objectives in the Hotel’s Operation are to: (i) Operate the Hotel in accordance with the Operating Standard and in accordance with the terms and conditions of this Agreement; (ii) protect, preserve and maintain in good working order the assets that comprise the Hotel; (iii) control Operating Expenses and Capital Expenditures consistent with approved Operating Plans and Budgets; and (iv) maximize the Net Operating Income. Without limiting the generality of Manager’s authority and responsibility set forth in the preceding two

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sentences, Manager shall have the authority and duty, on Owner’s behalf and as its agent, to:

2.2.1 Supervise the Operation of the Hotel and Vacation Rentals;

2.2.2 Supervise and direct all marketing, promotion and sales activities related to the Hotel and Vacation Rentals;

2.2.3 Establish all pricing and discount policies;

2.2.4 Purchase, supervise and manage all inventory and supplies, including Operating Supplies and Fixed Asset Supplies to Operate the Hotel in accordance with the Operating Standard;

2.2.5 Make all payments and collect all receivables related to the Operation of the Hotel and Vacation Rentals;

2.2.6 Manage Capital Improvements in accordance with the applicable Operating Plan and Budget;

2.2.7 Arrange for all information systems in accordance with the Operating Standard;

2.2.8 In addition to Monthly Reports, provide Owner with reports on the Hotel’s financial performance, sales and marketing efforts, and other matters, as the Parties may reasonably agree from time to time;

2.2.9 Meet with Owner periodically to review operations and performance of the Hotel under the then applicable Operating Plan and Budget;

2.2.10 Recruit, employ, relocate, pay, supervise, and discharge all Hotel Personnel on behalf of Owner, subject to the terms of Section 2.3

2.2.11 Determine all Hotel Personnel policies relating to the Hotel, including:

(i) policies relating to terms and conditions of employment, selection, training, compensation, bonuses, employee benefits, discipline, discharge, and replacement; and (ii) policies relating to the exercise by any person or organization of rights under the National Labor Relations Act or any applicable labor laws in relation to the Hotel; provided that Manager is entitled to engage, on Owner’s behalf, and rely upon appropriate professionals to advise and conduct training in connection with such laws, and provided further that Manager shall not, without Owner’s written approval, enter into any union organization or recognition, negotiations, agreement or contract regarding any collective bargaining agreement or multi-employer plan;

2.2.12 Maintain all books and records relating to the Hotel and Vacation Rentals Operations;

2.2.13 Negotiate, enter into, and administer service contracts for Hotel and Vacation Rentals Operations, provided, however, that:

(a) Manager shall obtain Owner’s prior written approval before entering into any such contract if such contract (A) is with an Affiliate of Manager, (B) has a term longer than one (1) year (unless such contract gives Owner the right to terminate the contract without cause and without payment of any termination fee on notice of thirty (30) days or less), or (C) has an annual payment obligation exceeding $25,000 and is not for consumables; and

(b) Manager shall select vendors based upon its commercially reasonable judgment as to the best combination of cost and quality of goods and services available to the Hotel; and

2.2.14 Negotiate, enter into, and administer, on behalf of Owner, contracts for the use of banquet and meeting facilities and guest rooms by groups and individuals;

2.2.15 Reasonably cooperate with Owner and any actual or prospective purchaser, owner, Mortgagee, or other lender in connection with any proposed sale, lease, or financing of, or relating to, the Hotel;

2.2.16 Institute, in its own name or in the name of Owner, any and all legal actions or proceedings to collect charges, rent, or other income derived from the Hotel’s Operations or to oust or dispossess guests, tenants, or other persons in possession therefrom, or to cancel or terminate any lease, license, or concession agreement for the breach thereof or default thereunder by the tenant, licensee, or concessionaire;

2.2.17 Collect on behalf of Owner and account for and remit to governmental authorities all applicable excise, sales, and use taxes or similar governmental charges collected by the Hotel directly from patrons or guests, or as part of the sales price of any goods, services, or displays, such as gross receipts, admission, or similar or equivalent taxes;

2.2.18 Apply for, obtain and maintain in the name of Owner all licenses and permits required in connection with the Operation of the Hotel and the facilities (including restaurant, bar and lounge facilities) located therein; provided that Owner shall execute and deliver any and all applications and other documents and otherwise cooperate to the fullest extent with Manager in applying for, obtaining and maintaining such licenses and permits, and provided further that Manager may engage on Owner’s

behalf appropriate professionals to obtain or process any such licenses or permits;

2.2.19 Pay, as an Operating Expense, all Governmental Impositions imposed upon the Hotel or upon the Operations conducted at the Hotel or upon any of Owner’s property at the Hotel, real, personal or mixed, or upon any part thereof under Manager’s management and control, including all interest and penalties thereon. As used herein, Governmental Impositions include all social security taxes, unemployment insurance taxes, withholding taxes, and similar charges imposed on Manager or Owner in connection with any Hotel Personnel;

2.2.20 Oversee the parking operations at the Hotel, and, if such parking operations are managed by a third party operator, exercise Owner’s supervisory rights held by Owner under the agreement with such operator; and

2.2.21 Cooperate with Owner’s accountants, auditors and advisors.

The Parties acknowledge that Manager may, as it deems appropriate, utilize the Hotel Personnel in the performance of, and to accomplish, its duties under this Section 2.2. The Parties further acknowledge that all of Manager’s duties under this Section 2.2 are subject to Owner’s obligations to fund the Operation of the Hotel under Section 6.3.

2.3. Employees. Manager shall, at Owner’s expense, hire and employ the Hotel Personnel as employees of Manager. Manager may use the Hotel Personnel to perform (subject to Manager’s supervision) any of Manager’s duties under this Agreement. All compensation of Hotel Personnel, including fringe benefits, annual bonuses, severance and employment taxes paid or payable to or on behalf of the employees of the Hotel, together with any tax payable by Manager in connection with the payment or reimbursement of such total aggregate compensation, shall be paid out of the Operating Accounts. The term “fringe benefits” in the preceding sentence includes the cost of pension and profit sharing plans, workers’ compensation benefits, group life and accident and health insurance or equivalent benefits and participation, and reciprocation in any of Manager’s company wide employee programs and similar benefits available to such employees by virtue of their employment by Manager.

2.4. Shared Functions.

2.4.1 Identification of Shared Functions. Owner acknowledges that certain functions at the Hotel may be more efficiently performed if those functions are performed by personnel at or shared with other Manager-managed hotels, rather than by one or more dedicated employees hired exclusively for

the Hotel. Manager is given permission and authority to determine, in its discretion, the functions and activities that can or should be shared among the Hotel and one or more other Manager-managed hotels (“Shared Functions”). In exercising such discretion, Manager’s objective will be to realize efficiencies, savings, or other enhanced financial performance for the Hotel. Owner acknowledges that (a) Manager has been or will be given similar discretion by the other Managermanaged hotels who participate in Shared Functions, (b) Manager’s objective thereunder will be to exercise such discretion to realize efficiencies, savings, or other enhanced financial performance for such other hotels, and (c) Manager is not, in any event, required to exercise its discretion under this Section 2.4 in a manner that will negatively impact such other hotels or unfairly benefit the Hotel. Owner further acknowledges that Manager may, in its discretion, eliminate any or all of the Shared Functions and undertake to perform all functions and activities separately for the Hotel, if, in Manager’s judgment, undertaking the functions and activities as Shared Functions may be contrary to any applicable law or regulation.

2.4.2 Allocation of Costs and Expenses for Shared Functions. Manager is given permission and authority to allocate, in Manager’s discretion, to the Hotel a share of the costs and expenses (including, for example, wages and benefits for employees engaged in Shared Functions) incurred in connection with each of the Shared Functions (each, a “Hotel Allocation”, and collectively, the “Hotel Allocations”). In exercising such discretion, Manager’s objective will be to fairly allocate such costs and expenses (the “Allocated Expenses”). In making the Hotel Allocations, Manager may consider any reasonable factor(s) or measurement(s), including any or all of the following:

(a) The relative revenue of the hotels (including revenue from particular categories, such as rooms, food, beverage, telephone parking, or other sources), so that one or more categories of the Allocated Expenses are allocated to each of the hotels based on their respective percentage of total revenues in one or more category of revenue.

(b) The number of rooms in each of the hotels, so that one or more categories of the Allocated Expenses are allocated to each of the hotels based on their respective number of rooms.

(c) For any one or more Shared Function, the amount of labor cost attributable to each of the hotels in performing the Shared Function.

(d) Other measures used in the Hospitality Industry, such as cost per pound (e.g., in the case of laundry), cost per occupied room, cost per cover, or cost per square foot of space.

Owner acknowledges that (i) Manager has been or will be given, by the other Manager-managed hotels who participate in Shared Functions, similar discretion to allocate to such other hotels a share of the Allocated Expenses (each, a “Corresponding Allocation”, and collectively, the “Corresponding Allocations”), (ii) Manager’s objective thereunder will be to fairly allocate the Allocated Expenses to such other hotels based on Manager’s application, in its judgment, of the same factors it is entitled to consider in this Section 2.4.2, and (iii) Manager is not, in any event, required to exercise its discretion under this Section 2.4.2 in a manner that will unfairly impact such other hotels or unfairly benefit the Hotel.

2.4.3 Annual Operating Budget. Manager shall include, in each annual Operating Plan and Budget prepared after the date of this Addendum, a list of any Allocated Functions and estimated Hotel Allocations or formulas associated therewith. Manager shall provide Owner, on a quarterly basis, a report showing the Allocated Functions, the Allocated Expenses, and Manager’s calculations that, through the application of the formulas, result in the Hotel Allocations for the prior calendar quarter and the Operating Year through the end of such calendar quarter.

2.4.4 Indemnity. Owner acknowledges that Operator, in exercising its discretion and judgment under Sections 2.4.1 and 2.4.2, does not materially benefit from the conclusions it reaches in determining the Allocated Functions or the Hotel Allocations or Corresponding Allocations (collectively, the “Allocations”). If any Manager-managed hotel owner (including Owner) makes any claim that the Allocated Functions or Allocations should be or should have been made or determined differently, then, for the purposes of Section 13.9.1, such claim, including all liability, loss, damages, costs and expenses (including attorneys fees) arising out of, or incurred in connection with, such claim, shall be deemed Claims caused by activities and events at or in connection with the Operation of the Hotel. To the extent that the resolution of any such claim is capable of being resolved by Owner and the other Manager-managed hotels who participate in Shared Functions, Owner shall exert commercially reasonable efforts to resolve any such claim amicably and promptly with such other owners.

2.5. Limitations on Manager’s Authority

Notwithstanding the terms of this Agreement, Manager shall not take the following actions without the Owner’s prior written consent:

2.5.1 Claim/Litigation Initiate or settle any liability claim, insurance claim, or litigation related to the Hotel involving a payment by or to the Hotel or Owner equal to or greater than $25,000.

2.5.2 Rental/License Enter into any rental, lease or other tenancy of Hotel real property (excluding specifically, however, the renting of the Hotel’s rooms or public spaces to guests in the ordinary course of the Hotel’s Operation).

2.5.3 Borrowing/Encumbrance The granting of any security interest, or any borrowing or other encumbrance of Owner’s assets, other than incurred or created in the generation of trade payables in the ordinary course of Hotel operations.

2.6. Noninterference. The executive staff of the Hotel will manage and operate the Hotel on a day-to-day basis, subject to the supervision of Manager. Owner shall not interfere with Manager’s or the Hotel Personnel’s exercise of their duties under or in connection with this Agreement or the Hotel.

2.7. Public Statements. The Parties shall coordinate with one another on all public statements, whether written or oral and no matter how disseminated, regarding their contractual relationship, as set forth in this Agreement, or the performance by either of them of their respective obligations hereunder.

2.8. No Restriction on Manager’s Activities

Neither Manager nor any of its Affiliates is restricted from owning, operating, licensing, franchising, managing, advising, or otherwise associating in any way with any other hotel, time-share facility, interval ownership facility, vacation club, residential facility, food and beverage operation, or other business of any kind, whether or not such hotel or business may be considered in competition with the Hotel and whether or not such hotel or business is located within the immediate vicinity of the Hotel, and Manager and its Affiliates are expressly permitted to engage in any or all of such activities.

3. CENTRALIZED SERVICES

Owner acknowledges that (i) certain centralized and similar services are provided or made available by Manager (the “Centralized Services”) and (ii) the Centralized Services are an essential element in the effective Operation of managed Hotels. Any Centralized Services to be provided under this Agreement may be provided by

Manager or Affiliate of Manager (the “Manager Centralized Services”) or by a third party designated by Manager or an Affiliate of Manager (the “Third-Party Centralized Services”).

3.1. Mandatory Centralized Services. Owner acknowledges and agrees that (i) the Hotel shall participate in all mandatory Centralized Services applicable to Manager-managed Hotels and (ii) Owner shall pay all Centralized Services Charges for, and comply with all terms and requirements of, such mandatory Centralized Services. The mandatory Centralized Services that are effective as of the Effective Date are set forth in Exhibit A. Owner acknowledges that the mandatory Centralized Services are subject to change from time to time in accordance with Section 3.4.

3.2. Optional Centralized Services. Owner shall have the right, but not the obligation, to participate in any Centralized Services, other than the mandatory Centralized Services described in Section 3.1, that Manager, in its discretion, may make available from time to time to the Hotel as an optional Centralized Service. If Owner elects to participate in any such optional Centralized Service, Owner shall provide notice to Manager, in which case Manager shall make such optional Centralized Service available to Owner upon Owner’s purchase and installation of any equipment and software and training of Hotel employees and completion of all other requirements for participation, and Owner shall pay all Centralized Services Charges for, and comply with all terms of, such optional Centralized Services. Owner acknowledges that the optional Centralized Services are subject to change from time to time in accordance with Section 3.4

3.3. Centralized Services Charges.

3.3.1 The fees and costs charged for the Centralized Services (the “Centralized Services Charges”) will be determined on the same basis for substantially all of the other Manager-managed Hotels that are participating in such Centralized Services, and may include (i) compensation and employee benefits of Manager’s or its Affiliates’ personnel directly involved in providing the Centralized Services, (ii) overhead costs allocable to providing such Centralized Services, (iii) recovery of development costs and promotion costs for such Centralized Services, (iv) costs of equipment employed in providing the Centralized Services, and (v) costs of operating, maintaining and upgrading the Centralized Services. In addition, Owner shall pay all costs for the installation and maintenance of any equipment or software at the Hotel used in connection with the Centralized Services. Manager, its Affiliates, and any third-party providing any Centralized Services have the right to increase or decrease any or all of the Centralized Services Charges from time to time, upon 60 days notice to Owner, provided that any such changes in the Centralized Services Charges are applied to substantially all of the Managermanaged Hotels participating in the applicable Centralized Services.

Exhibit A sets forth all Centralized Service Charges that are mandatory as of the Effective Date. The Parties acknowledge that the fees and costs charged for Centralized Services are Operating Expenses.

3.3.2 Manager represents and warrants to Owner that (i) the Centralized Services Charges for the mandatory Manager Centralized Services do not include a profit component (i.e., a mark-up in addition to the cost items listed in Section 3.3.1) unless specifically disclosed to Owner and (ii) the intent of Manager’s policy regarding allocation of its overhead costs is to allocate such costs to mandatory Manager Centralized Services in a manner that allows Manager to recover its costs for developing and providing such mandatory Manager Centralized Services. Owner acknowledges that from time to time there might be a surplus or deficit of funds for any one or more Centralized Services, and that any retention of funds for use at a later date (including interest earned thereon) does not constitute a profit. Notwithstanding the foregoing, Owner acknowledges that any Third-Party Centralized Services may include a profit component to such third-party, and Manager has the right to include a profit component in any of the optional Manager Centralized Services.

3.3.3 Manager or its Affiliates may (but are not required) to pay any amounts due to a third-party for any Third-Party Centralized Services provided to the Hotel, in which case, notwithstanding anything to the contrary in this Agreement, such amounts are deemed to be Reimbursable Expenses for all purposes under this Agreement.

3.4. Modification of Centralized Services. Owner acknowledges that Manager needs the flexibility to modify the Centralized Services to respond to market trends, customer demands, economic conditions, technological advances and other factors affecting the operation of Manager-managed Hotels, as they may change from time to time. Accordingly, Owner agrees that Manager shall have the right to (a) modify the services provided in respect of any Centralized Services, (b) add a new, or discontinue an existing, Centralized Service, or

(c) make a mandatory Centralized Service optional, or make an optional Centralized Service mandatory, as Manager deems advisable from time to time, each such change to be implemented upon no less than 60 days notice to Owner.

3.5. Centralized or Pooled Purchasing. Owner may, but will not be obligated to, participate, along with other Manager-managed Hotels, in one or more corporate or pooled purchasing programs or arrangements, if any, for the procurement of goods or services used in connection with the Operation of the Hotel (“Purchasing Programs”). If Manager offers such a program to Owner, Manager shall use reasonable efforts to cause such programs to provide the Hotel

with terms that, taken in their entirety, are not materially less favorable to the Hotel than those reasonably obtainable by the Hotel from an unrelated party. Owner acknowledges and agrees that certain of such contracts and arrangements may include termination charges and that, upon the expiration or termination of this Agreement, Owner will be responsible for any such termination charges arising from such expiration or termination (unless any such contract or contracts are assumable by Owner and Owner elects to so assume such contract or contracts, as they relate to the Hotel, upon such expiration or termination). Owner also acknowledges that Manager or its Affiliates may from time to time receive certain volume discounts, refunds, rebates or bonuses in connection with its corporate or pooled purchasing programs or arrangements (the “Administrative Fees”). Manager shall use policies, as determined in its good faith discretion, to apportion Administrative Fees amongst the hotels participating in the purchasing program after retaining sufficient Administrative Fees to cover or recover Manager’s costs in creating and administering such Purchasing Programs. Owner acknowledges that from time to time there might be a surplus or deficit of funds for any one or more of the Purchasing Programs, and that Manager’s policies may include retention of funds for use at a later date. Manager may modify (a) the method of apportioning the Administrative Fees or (b) modify or terminate its policy and practice regarding the Administrative Fees or any purchasing fee charged to the Hotel.

4. OPERATING PLAN AND BUDGET; CAPITAL EXPENDITURES

4.1. Preparation and Contents of Operating Plan And Budget. Manager shall assist Owner in its financial planning by preparing and submitting to Owner for Owner’s review and written approval an initial draft of a proposed operating plan and budget (“Operating Plan and Budget”) for the ensuing Operating Year. Manager shall submit the proposed Operating Plan and Budget for the first Operating Year on or before the later of sixty (60) days after the Effective Date. For each Operating Year thereafter, Manager shall submit the proposed Operating Plan and Budget by November 15 before the applicable Operating Year. Manager shall include in the proposed Operating Plan and Budget:

4.1.1 Forecasts for the Operating Year of Gross Revenue, Gross Operating Profit, and the Hotel’s Operating Expenses;

4.1.2 A general description of the Hotel’s target markets, the Hotel’s relative position in those markets, the proposed room rate structures for each market segment, the current and future marketing and sales plans for the Hotel for the Operating Year containing a reasonably detailed budget itemization of the proposed expenditures by category, the advertising and

public relations plan for the Hotel, and the proposed staffing for the sales and marketing activities of the Hotel; and

4.1.3 A Capital Expenditures budget estimating the amounts and timing of Capital Expenditures to be made for major building improvements, renovation, repairs and replacements for the Operating Year.

4.2. Agreement Upon Operating Plan and Budget. Owner and Manager shall exercise good faith and exert commercially reasonable efforts to reach agreement on the applicable Operating Plan and Budget prior to the Opening Date with respect to the first Operating Year and, for each subsequent Operating Year, by December 15 of the year preceding such Operating Year. Owner shall have the right to object or request changes to any aspects of the Operating Plan and Budget. If the Owner does not give written approval of the Operating Plan and Budget, then, until the form of the Operating Plan and Budget is approved by Owner, Manager shall have the right to adhere to such portions of the Operating Plan and Budget as are undisputed and, with respect to items in dispute, shall adhere to the most recent Owner-approved Operating Plan and Budget, as adjusted for inflation. As to those items of the Operating Plan and Budget not approved by Owner, the Parties will use commercially reasonable efforts to agree to the Operating Plan and Budget within fifteen (15) days after receipt by Manager of notice from Owner that Owner does not approve the Operating Plan and Budget. If the Parties reach agreement in accordance with this Section 4.2, then the agreed plan and budget (or any part of it) will be the Operating Plan and Budget for the applicable Operating Year.

4.3. Deviations from Operating Plan and Budget. Manager shall obtain Owner’s prior written consent to any expenditure that deviates from the Operating Plan and Budget, except that Owner’s consent is not required:

4.3.1 If the change in any Line Item expense does not exceed the Line Item amount in the Operating Plan and Budget by the greater of five thousand dollars ($5,000) or ten percent (10%) of such Line Item amount;

4.3.2 If the aggregate actual expenses for any Operating Year are no more than five percent (5%) above the aggregate Operating Plan and Budget expenses for that Operating Year;

4.3.3 If actual Gross Revenue for any period exceeds the Gross Revenue budgeted in the Operating Plan and Budget for such period, and there is an increase in variable operating expenses (such as food, labor and supplies) reasonably related to such Gross Revenue increase in a relationship which is not greater than the relationship between variable operating expenses and Gross Revenue anticipated in the applicable Operating Plan and Budget; or

4.3.4 If, under an Operating Plan and Budget, a Capital Improvement project is to be undertaken and the expenditures for any Line Item of such Capital Improvement project does not exceed the Line Item amount by ten percent (10%) and the aggregate actual expenses for such Capital Improvement project do not exceed the amount budgeted for such project in the Operating Plan and Budget by more than ten percent (10%)

4.4. Efforts to Achieve Projected Results; No Guaranty. Manager shall exercise prudent and reasonable efforts to achieve the results projected in the applicable Operating Plan and Budget with respect to any Operating Year. Owner acknowledges, however, that the Operating Plan and Budget is a composition of estimates and, therefore, Manager cannot and does not guarantee that the Operating Plan and Budget will be achieved for any Operating Year

4.5. Capital Improvements And Reserve.

4.5.1 Capital Improvements. Owner and Manager shall consider Capital Expenditures as part of the process for approval of the Operating Plan and Budget under Section 4.2. Notwithstanding the terms of Section 4.2, however, Owner shall not have the right to reject the inclusion of proposed Capital Expenditures in the Operating Plan and Budget or revisions to the Operating Plan and Budget, to the extent such Capital Expenditures are necessary (i) to keep the Hotel in a safe operating condition, (ii) to avoid damage to the Hotel or injury to persons, (iii) to comply with Legal Requirements, or (iv) to comply with the Operating Standard.

4.5.2 Establishment of the Reserve. Manager shall, from funds derived from the operation of the Hotel or funds contributed by Owner, establish the Reserve to apply toward the cost of additions to and substitutions, replacements and renewals of FF&E and other Capital Expenditures. All amounts in the Reserve are the property of Owner, and any interest on amounts in the Reserve remains a part of the Reserve. To the extent that Manager is required to pay any income taxes on any interest paid on amounts in the Reserve, such taxes are payable out of the Reserve.

4.5.3 Deposits into the Reserve. Once each calendar month during the Term, Manager shall transfer from the Operating Accounts into the Reserve an amount equal to (a) one twelfth ( 1/12th) of (b) four and one-half percent (4.5%) of the annual Gross Revenue forecast set forth in the Operating Plan and Budget for the applicable Operating Year. The amount to be contributed to the Reserve is an estimate of amounts required for the purposes set forth in Section 4.5.1. The Parties recognize that the passage of time or unforeseen events or conditions may render such amount insufficient to keep the Reserve at the level required to maintain the Hotel in good repair and condition in keeping with the Operating Standard and

this Agreement, and in such case Manager may give Owner written notice that additional funds are required to be deposited in the Reserve. Owner shall provide such additional funds within thirty (30) days after Manager’s notice. The terms of this Section 4.5.3 do not diminish Owner’s obligation, under Section 6.3, to provide sufficient funds to assure the uninterrupted Operation of the Hotel in accordance with the Operating Standard.

4.5.4 Reserve Requirements under Mortgage. Owner and, subject to Section 6.3, Manager shall comply with all requirements of any Mortgage regarding the establishment of the Reserve Additionally, if the terms of any Mortgage require more funds to be deposited into the Reserve than are required by Section 4.5.3, then, subject to Owner’s obligations under Section 6.3, Manager shall deposit into the Reserve, from the Operating Accounts, such additional amounts.

4.5.5 Expenditures. Manager shall endeavor to schedule any substitutions, replacements and renewals of FF&E and other Capital Expenditures to allow them to be adequately funded from the Reserve. Subject to Section 4.5.1, to the extent funds are available in the Reserve, the Operating Accounts, or are otherwise supplied by Owner, Manager is authorized to make from time to time such substitutions, replacements and renewals of FF&E and make Capital Improvements that (a) are required or advisable to comply with applicable life safety requirements, or comply with, and cure or prevent the violation of, any Legal Requirements, (b) are expressly provided for in the applicable Operating Plan and Budget, or (c) are approved in advance by Owner in writing. At the end of each Operating Year, any amounts remaining in the Reserve shall be carried forward to the next Operating Year.

4.6. Technical Advice. Owner acknowledges that any review, advice, assistance, recommendation or direction provided by Manager with respect to the design, construction, reconstruction, equipping, furnishing, decoration, alteration, improvement, renovation or refurbishing of the Hotel or any component thereof during the Operating Period: (a) is intended solely to assist Owner in the development, construction, reconstruction, maintenance, repair and upgrading of the Hotel and Owner’s compliance with its obligations under this Agreement during the Operating Period (b) does not constitute any representation, warranty or guaranty of any kind whatsoever that (i) there are no errors in any plans and specifications, (ii) there are no defects in the design of construction of any part of the Hotel, any component thereof, or any installation of any building systems or FF&E therein, or (iii) such plans, specifications, construction, reconstruction and installation work will comply with Legal Requirements (including the American

with Disabilities Act or similar laws or regulations governing public accommodations for individuals with disabilities).

5. BOOKS AND RECORDS, REPORTS, FINANCIAL STATEMENTS, AND AUDITS

5.1. Books and Records. Manager shall keep full and adequate books of account and such other records as are necessary to reflect the results of Operation of the Hotel. Such books of account will be kept in all material respects in accordance with GAAP. The books of account and all other records relating to, or reflecting the Operation of, the Hotel will be kept at or readily accessible from the Hotel and will be available to Owner and its representatives at all reasonable times for examination, inspection and copying. Upon any termination of this Agreement, all of such books and records (or copies thereof) will be turned over to Owner forthwith so as to insure the orderly continuance of the Operation of the Hotel, but Owner shall, for a period of seven (7) years thereafter, make the books and records through such date of termination available to Manager at all reasonable times for inspection, examination and copying.

5.2. No Obligation to Reconstruct; Opening Balance Sheet. It is acknowledged that Manager has no knowledge and cannot represent the accuracy of historical financial information concerning the Hotel prior to the Effective Date of this Agreement and that Manager is not responsible for reconstruction or correction of accounting records prior to such date. Owner shall furnish Manager with opening balance sheet entries within sixty (60) days after the Effective Date, and notwithstanding any provision in this Agreement to the contrary, Manager is not required to deliver to Owner any financial statements for the Hotel until at least thirty (30) days following receipt of such entries by Manager.

5.3. Monthly Reports. Manager will provide the Monthly Reports to Owner no later than twenty (20) days after the last day of the preceding month, which reports shall pertain to the immediately preceding month and shall be certified by the Hotel’s Controller and at least one Manager Principal, to the best of each such individual’s knowledge after diligently reading such reports, that such reports are true, correct and complete in all material respects.

5.4. Additional Monthly Reports. If a Mortgagee requires reports that are different from the Monthly Reports, then the Parties will work in good faith to (a) modify the Monthly Reports in order to satisfy the reasonable requirements of such Mortgagee and (b) prevent the need for Manager to report duplicative information in different reporting formats.

5.5. Annual Financial Statements.

5.5.1 Within thirty (30) days after the end of each Operating Year, Manager shall prepare and deliver to Owner each of the following with respect to

such Operating Year: (i) an unaudited balance sheet, (ii) a statement of operations and retained earnings, (iii) a statement of cash flows, and (iv) a statement showing the calculation and payment of the Management Fee for that Operating Year (identified individually).

5.5.2 Owner may, at intervals determined by Owner, require Manager to cause an audit of annual financial statements prepared under Section 5.5.1 Any such audit will be performed by a firm of independent certified public accountants acceptable to Owner and Manager and shall include a balance sheet, a statement of operations and retained earnings, a statement of cash flows, and a statement of the Gross Revenue (if not shown on the statement of operations and retained earnings), prepared in accordance with GAAP and accompanied by an audit report with regard thereto, from the accounting firm performing such audit. The cost of such audits shall be at Owner’s expense and paid from the Operating Accounts. If, however, the audit shows a variance to the annual financial statements delivered by Manager pursuant to Section 5.5.1 of greater than six percent (6.0%) of Gross Revenue or Gross Operating Profit, then Manager shall correct any misstatements as shown by the audit, and the cost of the audit shall be at Manager’s sole cost and expense.

5.6. Inspections by Owner. Owner and Owner’s designated agent(s) shall, at any time throughout the Term, have the right to examine and inspect the books and records of the Hotel (and make any copies thereof), the Operations of the Hotel and all other services and materials provided to the Hotel or allocated to it by Manager or any Affiliate of Manager upon reasonable prior written notice by Owner to Manager; provided, however, Owner shall also be entitled to conduct spot audits or examinations of the same without prior notice to Manager from time to time. Any examination or inspection pursuant to this Section shall be conducted in such a fashion as to interfere as little as reasonably practicable with the Hotel’s normal Operations and shall be performed as an Operating Expense. Manager shall cooperate with Owner and Owner’s auditor in connection with any such audit and shall promptly make available to Owner and Owner’s auditor any and all information relating to the Hotel that they may reasonably request in connection with such audit.

5.7. Hotel Guest Information. Manager shall maintain as part of the books and records of the Hotel any guest profiles, contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), and other information obtained in the ordinary course of business from guests of the Hotel during such guests’ stay at the Hotel or during such guests’ use of the facilities associated with the Hotel (including stay histories at the Hotel) (the “Hotel Guest Information”). During the Operating Term, Owner shall have access to the Hotel Guest Information, and may use the Hotel Guest Information in any reasonable manner,

so long as such use will not (a) violate the terms of this Agreement, any Legal Requirements, or any of privacy policies of Manager or any of its Affiliates applicable to Manager-managed Hotels, (b) interfere with, or be detrimental to, the use and exclusive Operation of the Hotel by Manager, or (c) interfere with, or be detrimental to, the financial performance of the Hotel. Owner and Manager jointly shall own all Hotel Guest Information.

6. BANK ACCOUNTS AND FUNDING OF HOTEL OPERATIONS; REMITTANCES TO OWNER

6.1. Operating Accounts. Manager shall establish and maintain operating accounts (“Operating Accounts”) at a bank or banks designated, with Owner’s approval, by Manager for the disbursement of monies in connection with the Operation of the Hotel. All bank accounts with respect to the Hotel or this Agreement shall be held in the name of Owner.

6.2. Use of Operating Accounts. Manager shall cause all funds advanced to the Hotel by Owner as working capital and all funds derived from the Operation of the Hotel to be deposited in the Operating Accounts. Owner may deposit such amounts directly into the Operating Accounts. So long as this Agreement shall not have terminated, Manager shall have sole control of the Operating Accounts and Manager is entitled to pay out of the Operating Accounts all Operating Expenses, all costs and expenditures which Manager is permitted or required to make pursuant to this Agreement, all fees, charges, reimbursements and other amounts due Manager under this Agreement, and all other amounts required to perform Manager’s obligations under this Agreement. Checks or other documents of withdrawal drawn upon the Operating Accounts will be signed by representatives of Manager or Hotel Personnel designated by Manager. In addition to the Operating Accounts, Manager is entitled to maintain such funds as it deems necessary in house banks or in petty cash funds at the Hotel. All such funds shall be the property of Owner, and all accounts holding such funds shall be in the name of Owner. Owner acknowledges that failure to use the funds in the Operating Accounts for the purposes set forth in this Section 6.2 could subject Manager to claims by third parties or to loss for failure to pay Manager’s fee (including any amounts due to Manager upon termination of this Agreement). Accordingly, Owner grants to Manager a security interest in, and the irrevocable right to use or reasonably retain, such funds solely for the purposes of paying the expenses, costs, and fees payable or reasonably anticipated to be payable by the Hotel. Manager’s rights under the preceding sentence survive any termination of this Agreement.

6.3. Adequate Funding. Owner shall at all times maintain in the Operating Accounts a minimum balance in an amount (the “Minimum Balance”) to assure the uninterrupted Operation of the Hotel in accordance with the Operating Standard

and the terms of this Agreement, including the payment of (a) all Operating Expenses incurred in connection with the Hotel pursuant to this Agreement or Manager’s performance of its obligations under this Agreement, (b) all fees, charges and reimbursements payable to Manager under this Agreement, and (c) all other amounts incurred on Owner’s behalf in accordance with the terms of this Agreement. Without limiting Owner’s obligations under the preceding sentence, Owner shall not at any time permit the balance in the Operating Accounts to be less than an amount equal to the projected applicable Operating Expenses of the Hotel for one (1) month as reflected in the then current Operating Budget, including an amount equal to 30 days’ projected payroll. From time to time, upon ten (10) days prior written notice from Manager that such funds are required, Owner shall furnish to Manager funds in an amount equal to the difference between the Minimum Balance and the funds then on deposit in the Operating Accounts. If Owner fails to supply required working capital in accordance with the provisions of this Section 6.3 or if Manager otherwise deems such action to be necessary, then Manager may use all or part of the funds in the Reserve to supplement the Operating Accounts in order to defray or pay the Hotel’s operating costs and expenses. Manager’s obligations and duties under this Agreement are at all times subject to Owner’s obligation to provide sufficient funds under this Section 6.3. Manager is not under any circumstances required to advance any of its own funds to pay for the Operating Expenses or any other financial requirements of the Hotel.

6.4. Order of Payment of Operating Expenses. All payments by Manager, on behalf of Owner, of Operating Expenses and other Hotel expenses and liabilities incurred pursuant to this Agreement will be applied as designated by Manager, in the exercise of its commercially reasonable discretion. Owner acknowledges and agrees that Owner may not designate an order for application of any fees different from that designated by Manager under the preceding sentence, and (ii) Manager may accept fees paid pursuant to different instructions from Owner without any obligation to follow such instructions, even if such payment is made by its terms conditional on such instructions being followed. This provision may be waived only by written agreement signed by Manager, which written agreement must be separate from the check or other document constituting payment. No restrictive endorsement on any check or in any communication accompanying or relating to any payment to Manager or its Affiliates is binding, and acceptance of such payment shall not constitute an accord and satisfaction.

6.5. Remittances. At such times, and subject to the retention of reasonable operating reserves, as are mutually agreed upon by the Parties, but no less frequently than quarterly, Manager shall remit to Owner any funds in the Operating Accounts which exceed the Minimum Balance.

7. MANAGEMENT FEE, AND REIMBURSABLE EXPENSES

7.1. Management Fee. Owner shall pay Manager the Base Fee for all periods during the Term and the Incentive Fee for each Operating Year during the Operating Period. The Base Fee and the Incentive Fee are prorated for any partial accounting period during the Operating Period.

7.2. Payment of Base Fee. The Base Fee shall be calculated and paid monthly in arrears based on the actual monthly Gross Revenue for the Hotel and shall be paid within thirty (30) days of the end of each month during the Operating Period in which the Base Fee was earned.

7.3. Payment of Incentive Fee. The Incentive Fee shall be calculated annually in arrears based on the actual annual Gross Operating Profit for the Hotel and shall be payable on the date that is the earlier of (a) sixty (60) days after expiration of each Operating Year, so long as Owner has been provided with the annual financial statements in accordance with Section 5.5.1 or (b) thirty (30) days after delivery by Manager to Owner of the annual financial statements delivered with respect to each Operating Year pursuant to Section 5.5.1

7.4. Reimbursement of Reimbursable Expenses Incurred by Manager. Owner shall reimburse Manager for all Reimbursable Expenses. The Parties acknowledge and agree that Manager may allow Manager Corporate Personnel to stay at the Hotel, on a space-available basis, without a nightly room charge, to the extent that such stay is for the purpose of performing Manager’s duties and activities under this Agreement.

7.5. Centralized Service Charges. On or before the twentieth (20th) day of each month, Owner shall pay the Centralized Services Charges for all (a) mandatory Centralized Services for the Hotel for the immediately preceding calendar month, and (b) optional Centralized Services for the immediately preceding calendar month for such period during which Owner elects to participate.

7.6. Interest. If a sum owing to any Party under this Agreement remains unpaid for a period of thirty (30) days after the due date and any applicable notice and cure periods, then the obligated Party must pay interest on the sum owing at the Default Rate. Acceptance of interest does not waive the default arising from the defaulting Party’s nonpayment of any amount when due.

8. TRADEMARKS

8.1. Use of Proprietary Rights. As part of Manager’s services under this Agreement for the Operation of the Hotel and Vacation Rentals, Manager shall: (a) Operate the Hotels and Vacation Rentals under the names identified in Exhibit B and (b) use any additional Proprietary Rights in the Operation

of the Hotel and the Site as Manager deems appropriate or advisable. Manager has the exclusive right to determine the form of presentation and use of any Proprietary Rights in the Operation of the Hotel, including the marketing, sales, advertising and promotion of the Hotel, any goods or services relating to the Hotel and any signage for the Hotel. Manager reserves the sole right and discretion to: (i) establish operating standards for the use of any Proprietary Rights for the Hotel, which must be satisfied as a condition of the use of such Proprietary Rights in the Operation of the Hotel, and (ii) require Owner, Hotel Personnel, and any other person Manager deems necessary to sign a confidentiality agreement as a condition to the disclosure or use of any Proprietary Rights by such person.

8.2. New or Modified Trademarks. If the name identified in Exhibit B contains any of the Trademarks, then, notwithstanding the terms of Section 8.1, Manager may designate one or more new, modified or replacement Trademarks, without Owner’s consent, to reflect changes in the Trademarks, and may require Owner to use any such Trademarks or change the Hotel Name to conform to such new, modified or replacement Trademarks. If Manager does so, then Manager, at its sole cost and expense, shall pay all expenses associated with implementing such new, modified or replacement Trademarks. Neither Manager nor any of its Affiliates have any liability or obligation whatsoever with respect to any new, modified or replacement Trademark, other than as provided in the preceding sentence.

8.3. Acknowledgment of Manager’s Rights. Owner acknowledges the rights of Manager and its Affiliates in and to the Proprietary Rights and acknowledges and agrees that:

(a) Owner has not acquired, and Owner will not represent in any manner that Owner has acquired, in any manner any ownership rights in the Proprietary Rights;

(b) Manager may use and grant to others the right to use any Proprietary Right, except as expressly provided otherwise in this Agreement;

(c) the restrictions and limitations with respect to Owner’s use of the Proprietary Rights under this Agreement apply to all forms and formats, including print, video, electronic and other media (including Identifiers), and all other identifications and elements used in commerce; (d) all goodwill associated with the Trademarks, is the property of Manager and its Affiliates and inure directly and exclusively to the benefit of Manager and its Affiliates. Owner shall not use any of the Proprietary Rights in any manner for any purpose whatsoever, including using any Trademarks in (i) its legal name or any other trade or assumed name under which Owner does business, or (ii) any publications, Identifiers or other materials or information dissemination to the general public, in each case without Manager’s prior written consent, and if consented to by Manager, then only as expressly permitted in such consent. Owner acknowledges and agrees that no default by Manager under this Agreement, or the expiration or termination of this Agreement, confers on Owner or any person claiming by or

through Owner, any right or remedy to use any of the Proprietary Rights in the Operation of the Hotel or otherwise.

8.4. Infringement. During the Term and thereafter, Owner shall not, directly or indirectly, (a) apply for any rights or interests in the Proprietary Rights in any jurisdiction, (b) infringe Manager’s rights in the Proprietary Rights in any way, (c) contest or aid others in contesting the validity, ownership or right to use the Proprietary Rights, or (d) take any other action in derogation of the Proprietary Rights. Owner promptly shall notify Manager of any unauthorized attempt to use any of the Proprietary Rights, including any colorable variation of the Trademarks, or any legal action instituted against Owner with respect to any Proprietary Rights. Owner shall assist Manager and its Affiliates in taking such action as Manager may request to stop such activities, but shall take no action nor incur any expenses on Manager’s behalf without Manager’s prior written approval. Manager shall have the right to select legal counsel and control all litigation with respect to any action brought against Owner or Manager by a thirdparty with respect to the Proprietary Rights. If Manager undertakes the defense or prosecution of any litigation relating to the Proprietary Rights, Owner shall execute any and all fact-finding documents and take or not take such other reasonable actions as may, in the opinion of Manager’s legal counsel, be reasonably necessary to carry out such defense or prosecution, and Manager shall reimburse Owner for its actual out-of-pocket expenses in taking any such actions. This Section 8.4 survives the expiration or termination of this Agreement.

8.5. Improvements to System. All intellectual property rights to the improvements in Manager’s system for Operating the Manager-managed Hotels, or applicable category thereof, developed by Owner or any of its Affiliates are and will automatically become the exclusive property of Manager, and neither Owner nor any of its Affiliates will have any ownership rights in any such improvements. Manager may incorporate such improvements into its system for Operating the Manager-managed Hotels or other hotels, and shall have the exclusive right to patent, copyright, and industrial design rights in and to such improvements, and to register and protect such improvements in Manager’s own name to the exclusion of Owner, who shall have no rights to use such improvements. Owner shall execute, and cause its Affiliates to execute, whatever assignment or other documents Manager may request to evidence its ownership or to assist Manager in securing intellectual property rights to such improvements so long as such documents do not contain provisions increasing the liability of Owner beyond that to which it is already exposed under this Agreement.

9.TERM.

9.1. Term of Agreement. The term of this Agreement (“Term”) begins on the Effective Date and expires on the Expiration Date in accordance with its terms. The Term of the Agreement may be extended for an additional ten (10) years upon the mutual written agreement of both Parties.

10. INSURANCE AND CASUALTY.

10.1. Insurance by Owner. Manager shall, at Owner’s expense, procure and maintain (or cause to be procured and maintained), with insurance companies that are rated AM Best A-VII or better, insurance in such amounts, written on such forms and covering such risks as Owner or Manager otherwise reasonably requires. Manager is authorized, however, to procure and maintain, at a minimum, the insurance described in Exhibit C. With respect to any insurance required by any Mortgagee, Owner shall give notice to Manager of the insurance coverages required under the applicable Mortgage and Manager shall exert commercially reasonable efforts to procure and maintain such insurance. All insurance policies will have attached thereto an endorsement that such policy must not be cancelled or materially changed without at least thirty (30) days prior written notice to Owner and Manager (ten (10) days prior written notice in the case of any such cancellation or material change arising from failure to pay any insurance premium). All liability insurance policies will include Manager as an additional insured. Manager shall, at Owner’s request, deliver to Owner complete copies of each required insurance policy in Manager’s possession.

10.2. Manager Insurance Program. Manager may arrange for and propose to Owner an insurance program (“Manager Insurance Program”) designed to insure the Hotel and other hotels or resorts managed by Manager. Owner shall reasonably consider any proposed Manager Insurance Program on the basis of the price and coverage in comparison to the price and coverage otherwise available to Owner. If Owner accepts the Manager Insurance Program for any period, then Manager may obtain, on behalf of Owner and at Owner’s expense, the insurance provided under the Manager Insurance Program and, for any such period, the requirements of Section 10.1 are deemed satisfied.

10.3. Substantial Casualty/Hotel Operability Due to a Material Taking.

10.3.1 Right of Termination. If (a) more than 25% of the Hotel is damaged or destroyed (“Substantial Casualty”) and Owner does not elect, by giving Manager notice within ninety (90) days after the Substantial Casualty occurs, to restore the Hotel, or (b) the Hotel is subject to a material Taking that prevents the Operation of the Hotel, then either Party may terminate this Agreement (without the payment of any termination fee or any damages hereunder) by giving the other Party a written notice specifying a date, not earlier than thirty (30) days after the giving of such notice, when the Agreement terminates.

10.3.2 Restoration. If Owner elects, under clause (a) of Section 10.3.1, to restore the Hotel, then Owner shall, with due diligence, restore the Hotel to substantially the same condition it was in immediately prior to the Substantial Casualty.

10.3.3 Fees Payable for Periods Affected by Substantial Casualty or Material Taking. For any period (“Interruption Period”) beginning on the date of a Substantial Casualty or the date the Hotel is otherwise inoperable as a result of a material Taking under clause (b) of Section 10.3.1 (either, as the case may be, an “Interruption Event”), and ending on the earlier of the completion of the restoration of the Hotel, the recommencement of Hotel Operations, or the termination of this Agreement in accordance with this Section 10.3, Owner shall pay Manager the greater of: (a) the Management Fee payable under Section 7; or (b) the Average Monthly Fee for (i) the twenty-four month period immediately preceding the calendar month in which the Substantial Casualty or the material Taking (as the case may be) occurs, or (ii), if the Opening Date is within such twenty-four month period, the period beginning on the Opening Date and ending on the last day of the calendar month immediately preceding the Substantial Casualty or the material Taking, as the case may be. The difference between the Management Fee and the Average Monthly Fee payable pursuant to clause (b) of the previous sentence shall be paid to Manager on the earlier of (A) the date when the amount attributable to the Management Fee is paid out and released to Owner by its Business Interruption Insurance and (B) six months after the date on which the Substantial Casualty or material Taking (as the case may be) occurs and continuing monthly thereafter. If an amount is paid to Manager under clause (B) of the preceding sentence, and the Business Interruption Insurance proceeds that are finally paid out and released to Owner on account of the Management Fee are less than the amount paid to Manager, then Manager shall promptly reimburse Owner an amount equal to the deficiency. Notwithstanding the foregoing terms of this Section 10.3.3, if

the Interruption Event is due to an excluded peril or a coverage limitation under the coverage required under Section 10.1, then Owner shall pay Manager for the Interruption Period the Management Fee as determined in accordance with the provisions of Section 7

11.MISCELLANEOUS.

11.1. Approvals. Unless otherwise expressly stated in this Agreement, neither Manager nor Owner shall unreasonably withhold, condition, or delay any approval requested under this Agreement.

13.2. Limitations on Manager’s Ability to Perform. Notwithstanding any other provision in this Agreement to the contrary, Manager is excused from the performance of its obligations under this Agreement to the extent and whenever Manager is prevented from such compliance by (i) Force Majeure or (ii) any breach by Owner of any provision of this Agreement, including a breach by Owner of any of its obligations under Section 6.3 of this Agreement. If at any time Manager is excused, in whole or in part, from the performance of its obligations under this Agreement pursuant to the terms of the preceding sentence, then, in addition to any other right or remedy available to Manager by reason thereof, Manager may, in its sole and absolute discretion, and for so long as Manager is so excused, exclude the use of any of the Trademarks in connection with the Hotel. The provisions of this Section 13.2 are in addition to, and not in substitution of, any other remedy which Manager may have under the terms of this Agreement or applicable law.

13.3. Compliance with Applicable Law. Owner and Manager shall cooperate in taking all actions necessary to ensure that the business being conducted at the Hotel is in compliance with all legal requirements.

13.4. Governing Law. This Agreement is governed by the laws of the State of California.

13.5. Severability of Provisions. If a court of competent jurisdiction determines that any term of this Agreement is invalid or unenforceable to any extent under applicable law, the remainder of this Agreement shall not be affected thereby, and each remaining term shall be valid and enforceable to the fullest extent permitted by law.

13.6. Modifications and Waiver. No failure by either Party to insist on the strict performance of any covenant, agreement, term, or condition of this Agreement, or to exercise any right or remedy consequent on the breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant, agreement, term, or condition. No covenant, agreement, term, or condition of this Agreement and no breach thereof shall be waived, altered, or modified except in a writing signed by the Party against whom enforcement of such waiver, modification, or alteration is sought. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term, and condition of this Agreement shall continue in full force and effect.

13.7. Notices. All notices to be given under this Agreement must be in writing, and all payments to be made under this Agreement must be by check, and may be given, served or made by delivering the same in person or by reputable overnight courier to the Party to be notified. Notice also may be given by facsimile or email. Notice delivered by overnight courier is deemed to have been given on the second Business Day next following the date on which it is entrusted to the courier, or when actually received, whichever is earlier. Notice given in any other manner is effective only if and when received by the Party to be notified. All notices to be given to the Parties must be addressed as follows:

To Manager:

4G Wireless, Inc. 8871 Research Drive Irvine CA 92618

To Owner:

Mohammad Honarkar 8871 Research Drive Irvine CA 92618

Each Party may, by giving the other Party at least fifteen (15) days written notice thereof, change its address and specify as its new address for the purposes this Agreement any other address in the United States of America.

13.8. Successors and Assigns. Subject to the provisions of Section 11, this Agreement inures to the benefit of and is binding on the successors and assigns of the Parties.

13.9. Indemnification.

13.9.1 Owner shall indemnify, defend, and hold harmless Manager and Manager’s Affiliates and their officers, directors, employees, agents, and permitted assignees (“Manager Group”) from and against any and all Claims caused in whole or in part by (i) activities and events at or in connection with the Operation of the Hotel; (ii) Owner’s breach of any

provision of this Agreement; (iii) any negligent or willful act or omission of Owner or its employees or agents; or (iv) Manager’s acts or omissions in the performance of its management duties under or in connection with this Agreement; provided that in no event will Owner’s indemnification obligations hereunder extend to acts of fraud, gross negligence, or willful misconduct of any of the Manager Corporate Personnel.

13.9.2 Manager shall indemnify, defend and hold Owner and Owner’s Affiliates and their officers, directors, employees, agents, and permitted assignees harmless from and against any and all Claims arising out of the acts of fraud, gross negligence, or willful misconduct of any of the Manager Corporate Personnel.

13.9.3 The obligations set forth in this Section 13.9 survive any termination or expiration of this Agreement.

13.10. Patriot Act. Each Party represents, warrants and covenants that neither it nor any of its Affiliates (or any of their respective principals, partners or funding sources) is, nor will become, (i) a person designated by the U.S. Department of Treasury’s Office of Foreign Asset Control as a “specially designated national or blocked person” or similar status, (ii) a person described in Section 1 of U.S. Executive Order 13224 issued on September 23, 2001; (iii) a person otherwise identified by a government or legal authority as a person with whom an owner or manager of a hotel is prohibited from transacting business; (iv) directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government; or (v) a person acting on behalf of a government of any country that is subject to an embargo by the United States government. Each Party shall notify the other in writing immediately upon the occurrence of any event which would render incorrect any of such Party’s representations and warranties under this Section 13.10.

13.11. Interpretation. The Table of Contents and captions to Sections of this Agreement are for convenience of reference only and in no way define, limit, describe, or affect the scope or intent of any part of this Agreement. Unless the context clearly indicates to the contrary, words singular or plural in number are deemed to include the other and pronouns having a neuter, masculine or feminine gender are deemed to include the others. “Days,” “months” or “years” mean calendar days, months, or years, as the case may be, unless otherwise explicitly specified. The term “person” is deemed to include an individual, corporation, partnership, limited liability company, trust, unincorporated organization, and any other entity and any government and governmental agency or subdivision, as the context requires. The use of the words “include,” “includes,” and “including” followed by one or more examples is intended to be illustrative and does not limit the scope of the description or term for which the examples are provided. The use of the

word “or” is intended to mean one or more of the constituents connected therewith, and is not intended to mean one constituent to the exclusion of the others, unless the context clearly indicates, with words such as “either...or alternatively…”, that only one constituent may be chosen.

13.12. Relationship of the Parties. Manager and Owner are not joint venturers, partners, or in any manner joint owners with respect to the Hotel, and nothing contained in this Agreement shall be construed as creating a partnership, joint venture, or similar relationship between the Parties.

13.13. Confidentiality. The Parties agree that the matters set forth in this Agreement are strictly confidential, and agree to keep strictly confidential all information of a proprietary or confidential nature about or belonging to a Party to which the other Party gains or has access by virtue of the Parties’ relationship. Except as disclosure may be required to obtain the advice of professionals or consultants, or financing for the Hotel from an institutional lender, or as may be required by law, each Party shall make every effort to ensure that such information is not disclosed to any other third person or entity without the prior written consent of the other Party.

13.14. Third Parties. None of the rights or obligations hereunder of either Party shall run to or be enforceable by any person other than a Party to this Agreement or by a Party deriving rights hereunder as the result of an assignment permitted pursuant to the terms hereof.

13.15. Entire Agreement. This Agreement, including the exhibits, schedules, and any and all addenda attached to this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof. The exhibits, schedules and addenda, if any, attached hereto are incorporated into, and are a part of, this Agreement. All prior negotiations, representations and agreements with respect thereto not incorporated in this Agreement are canceled. This Agreement can be modified or amended only by a written document duly executed by the Parties.

13.16. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same instrument.

[Signature page(s) follow]

EXHIBIT A

Centralized Services

(Reference: Sections 3.1 and 3.3.1 of the Agreement)

CENTRALIZED SERVICES

I. MANDATORY SERVICES

ITEM COMMENT

Centralized Accounting: For centralized accounting services.

II. OPTIONAL SERVICES

As determined by Manager from time to time.

CURRENT COST OR DESCRIPTION

$10,000 per month

EXHIBIT B

NameUnderWhich Hotels and Vacation

Rentals Will Operate

(Reference: Section 8.1 of theAgreement)

The names under which the Hotels will Operate are:

14 West Boutique Hotel

Holiday Inn Laguna Beach

Sunset Cove Villas

Retreat at Laguna Villas

Sleepy Hollow

Duplex at Sleepy Hollow

EXHIBIT C Required Insurance

(Reference: Section 10.1 of theAgreement)

Pursuant to Section 10.1 of the Agreement, Owner shall procure and maintain, at Owner’s expense, insurance in respect of the Hotel as follows:

1. With respect to the hotel building and its contents, replacement costs coverage against loss or damage against “all risk”, perils including boiler and machinery, earthquake and flood in such amounts as Owner determines are economically reasonable from time to time

2. At least $1,000,000 per occurrence and $2,000,000 annual aggregate for commercial general liability and automobile liability, including:

(a) Contractual Liability;

(b) Products and Completed Operations;

(c) Innkeepers Liability Insurance;

(d) Liquor Liability Insurance;

(e) Garagekeepers Legal Liability; and

(f) Professional Liability Coverage (if guest services offered by the Hotel include services which require professional licensure under applicable State law or regulations).

Such insurance shall be primary and shall apply against claims for bodily injury or death, personal injury, and property damage occurring on, in or about the Hotel and any hotel garage and on, in, or about the adjoining streets or passageways thereof or other areas under this agreement.

3. Employee dishonesty coverage not less than $10,000 and loss of money and security coverage as usual and customary for hotel operations in Orange County, California.

4. With respect to all hotel personnel, appropriate worker’s compensation insurance required by California State and employers liabilityinsurance in the amount of not less than $1,000,000.

5. Commercial umbrella liability with a limit of $10,000,000 per occurrence and in the aggregate.

6. Employment practices liability coverage in the amount, per common occurrence, of not less than $1,000,000.

7. Business Interruption and Extra Expense from loss or damage resulting from the hazards referred to in subsection 1, sufficient to cover loss of profits and necessary continuing expenses, including the Base Fee, for a minimum period of eighteen (18) months from the date of loss. Such insurance should also provide “extended period of indemnity” provisions for payment of loss until normal operations resume, subject to minimum period of 18 months from the date of loss.

8. Such insurance in such higher amounts or such other insurance against other insurable risks which are required by any hotel lender, or are requested by Operating Tenant and commonly insured against by owners of hotel premises in Laguna Beach, California, with due regard being given to then existing circumstances and to the type, construction, design, use and occupancy of the hotel. Manager may require Terrorism Insurance and Pollution Legal Liability so long as such insurance is commercially available.

9. Any coverage minimums listed may be adjusted by Manager in accord with California requirements.

EXHIBIT D

Specimen Consolidated Income Statement

(Reference: Definition of “Gross Operating Profit” in the Glossary)

(attached)

[attach specimen]

EXHIBIT E

Legal Description of Sites

(Reference: Definition of “Site” in the Glossary)

(Attached)

Exhibit E - 1

SCHEDULE 1 GLOSSARY

The following definitions apply to this Agreement:

“Administrative Fees” – as defined in Section 3.5.

“Affiliate” means with respect to Manager or Owner, as the case may be, any person, partnership, corporation, limited liability company or other entity which directly or indirectly controls, is controlled by, or is under common control with, Manager or Owner. For purposes hereof, the term “control” (including “controls”, “controlled by”, and “under common control with”) means the ability through ownership, direct or indirect, of voting stock or other equity interests, to direct or cause the direction of the management and policies of a person, partnership, corporation, limited liability company or other entity.

“Agreement” – as defined in the preamble of this Hotel Management Agreement.

“Allocated Expenses” – as defined in Section 2.4.2.

“Allocations” – as defined in Section 2.4.4.

“Average Monthly Fee” means (a) the total Management Fees payable under this Agreement for the Measuring Period, divided by (b) the number of months in the Measuring Period. In the preceding sentence, “Measuring Period” means the period beginning on the first day for which the Average Monthly Fee is calculated and ending on the last day of the period for which the Average Monthly Fee is calculated. If any partial month is included in the Measuring Period, then, in calculating the Average Monthly Fee for the Measuring Period, the Management Fees for such partial month will be prorated based on the number of days in such partial month.

“Base Fee” means, for any period after the Opening Date, an amount equal to five percent (5%) of Gross Revenue for such period.

“Business Interruption Insurance” means insurance coverage against “Business Interruption and Extra Expense” (as that phrase is used within the United States insurance industry for application to transient lodging facilities).

“Capital Expenditure” means expenditures for any alterations, additions or improvements in or to the Hotel (excluding ordinary repair and maintenance expenditures) that constitute Capital Improvements.

Schedule 1 (Glossary) - 1

“Capital Improvement” means an item of any nature incorporated into the Hotel that, according to GAAP, cannot be deducted as a current expense on the books of the Hotel but rather must be capitalized.

“Centralized Services” – as defined in Section 3.

“Claims” means, collectively, all claims, demands, actions (including enforcement proceedings initiated by any government agency), penalties, suits, and liabilities (including the cost of defense, settlement, appeal, and reasonable attorneys’ fees, expenses and costs).

“Confidential Information” means information developed or acquired by Manager or its Affiliates relating to the development or Operation of hotels Operated by Manager, including (a) methods, formats, specifications, standards, systems, procedures, and sales and marketing techniques used, and knowledge of and experience, in developing and Operating Manager-managed Hotels; (b) any marketing and advertising programs of or for Manager-managed Hotels; (e) any of Manager’s or its Affiliates’ strategic plans, development plans, or other business strategies that are not publicly announced by Manager or its Affiliates; (f) product sources; (g) the contents of any manuals, specifications, and procedures applicable to Manager-managed Hotels; and (h) the Methods of Operation.

“Corresponding Allocations” – as defined in Section 2.4.2.

“CPI” means the Consumer Price Index for all Urban Consumers, All Items, for the market area that includes the Hotel, as published by the Bureau of Labor Statistics of the United States Department of Labor, using the years 1982-84 as a base of 100, or if such index is discontinued, the most comparable index published by any federal government agency.

“Default Rate” means the greater of (i) the Prime Rate plus four percent (4%) or (ii) twelve percent (12%) per annum. If Legal Requirements places a lower limit on this interest rate, then the Default Rate will equal that lower limit.

“Effective Date” – as defined in the preamble of this Agreement.

“Executive Personnel” means all of the following executives at the Hotel: General Manager, Director of Sales and Marketing, and Financial Controller.

“Expiration Date” means 11:59:59 pm, local time, of the year in which the tenth (10th) anniversary of the Opening Date occurs. If the Term is extended in writing in accordance with the last sentence of Section 9.1, then the Expiration Date will be December 31 of the year in which the twentieth (20th) anniversary of the Opening Date occurs or such other date as is specifically set forth in such written extension.

Schedule 1 (Glossary) - 2

“FF&E” means items of furniture, fixtures, and equipment used in the ordinary course of Operating the Hotel that, under GAAP, must be capitalized on the books of the Hotel.

“Fixed Asset Supplies” means supply items (often referred to as either “Hotel Equipment and Operating Supplies” (HE&OS) or “Operating Supplies and Equipment” (OS&E)) included within “Property and Equipment” under the Uniform System, including linen, china, glassware, silver, uniforms and similar items.

“Force Majeure” means any one or more of the following events or circumstances that, alone or in combination, directly or indirectly, adversely affects in any material respect the Operation of the Hotel: fire, earthquake, storm or other casualty; strikes, lockouts, or other labor interruptions; war, rebellion, riots, acts of terrorism, or other civil unrest; epidemics, quarantine or any other public health restrictions or public health advisories; any other occurrence or event or condition beyond the reasonable control of Manager. In no event shall Force Majeure include general economic and/or market factors.

“GAAP” means generally accepted accounting principles consistently applied in the United States and includes the Uniform System.

“Governmental Impositions” means all taxes, assessments and governmental charges or levies of any kind.

“Gross Operating Profit” means, for any period, the “Gross Operating Profit” of the Hotel for such period as calculated in accordance with the Uniform System and the specimen Consolidated Income Statement attached to this Agreement as Exhibit D. In the event of a conflict between the Uniform System and the specimen Consolidated Income Statement, the specimen Consolidated Income Statement governs.

“Gross Revenue” means all revenue and income of any kind derived directly or indirectly from operations at the Hotel, which are properly attributable to the period under consideration, determined in accordance with the Uniform System; provided that the following are not included in determining Gross Revenue:

(a) Applicable excise, sales, and use taxes, or similar government or other charges collected directly from patrons or guests, or as a part of the sales price of any goods, services, or displays, such as gross receipts, admission, cabaret, or similar or equivalent taxes;

(b) Receipts from the financing, sale or other disposition of capital assets or salvage sales and income or interest derived from bank accounts, securities and other property acquired and held for investment;

(c) Receipts from any condemnation awards or sales or other transfers in lieu of and under the threat of condemnation;

(d) Proceeds of any insurance;

Schedule 1 (Glossary) - 3

(e) Rebates, discounts, or credits of a similar nature (not including charge or credit card discounts);

(f) The value or costs of any complimentary rooms, food, or beverage provided to guests, Hotel employees, those rendering services to the Hotel, Owner, or Owner’s employees, agents or designees;

(g) Gratuities collected on behalf of and distributed to Hotel employees;

(h) Any deposits made by Owner;

(i) Any security deposits (except as applied or forfeited);

(j) Consideration received at the Hotel for hotel accommodations, goods and services to be provided at other hotels arranged by, for or on behalf of, Manager;

(k) Other income or proceeds derived from operations not related to the business of the Hotel;

(l) Any reversal of any contingency or tax reserve or non-monetary reserves;

(m) Any proceeds from settlement or legal proceedings; provided, however, that if any such proceeds are received for items that would otherwise have been included in Gross Revenue, such proceeds, after payment of legal fees, and deduction of any punitive, consequential or other noncompensatory damage component and any court costs, shall be included in Gross Revenue; and

(n) The initial operating funds and any other funds provided by Owner to Manager whether for Operating Expenses or otherwise.

“Gross Rooms Revenue” means, for any period, the gross receipts of every kind, including credit charges, derived from the rental, sale, use, or occupancy of the sleeping rooms at the Hotel, net of sales tax or other taxes required by law to be collected from Hotel guests, all as determined in accordance with GAAP.

“Hotel” means as outlined in the Recitals hereinabove including the Site and the hotel located on the Site (including any construction contemplated by and completed in connection with any addendum to this Agreement) consisting or to be consisting of the following facilities and amenities: rentable guest rooms; meeting space; and all other additional facilities and amenities required by the Operating Standard. “Hotel” also includes (i) any and all other restaurants, retail shops, recreational amenities, health, sports and fitness and other facilities that may at any time be situated on the Site and all related improvements, equipment and ancillary and supporting facilities, and (ii) all FF&E, Fixed Asset Supplies and all other supplies and materials relating to the Hotel.

“Hotel Allocations” – as defined in Section 2.4.2.

Schedule 1 (Glossary) - 4

“Hotel Guest Information” — as defined in Section 5.7.

“Hotel Personnel” means all individuals hired, on Owner’s behalf, by Manager or an Affiliate of Manager, who perform services for and in the name of the Hotel.

“Identifier” means any domain name, universal resource locator, link, metatag, keyword, pop-up or pop-under ad or other means of identifying Manager or its Affiliates or the Hotel on the internet.

“Interruption Event” – as defined in Section 10.3.3.

“Interruption Period” – as defined in Section 10.3.3.

“Inventories” means all food and beverages, energy (such as fuel), amenities and supplies (such as for example, soap, light bulbs, stationery and paper supplies, and cleaning supplies), mechanical supplies, and other similar consumable and expendable items necessary or customary (now or in the future) in the reasonable opinion of Manager in order to Operate the Hotel in accordance with the terms of this Agreement and the Operating Standards.

“Legal Requirements” means all laws, statutes, ordinances, rules, regulations, permits, licenses, authorizations, directions, and requirements of all governments and governmental authorities, that now or hereafter may be applicable to the Hotel or the ownership or the Operation thereof, including those relating to employees, employee benefits, providing continued health care coverage under the Employees Retirement Income Security Act of 1974, zoning, building, life/safety, environmental matters, health, and liquor licensing.

“Lien” means a claim for lien or encumbrance or security interest.

“Line Item” means a line item contained in the applicable Operating Plan and Budget.

“Management Fee” means, collectively, the Base Fee and the Incentive Fee for the applicable period.

“Manager” – as defined in the preamble of this Agreement.

“Manager Centralized Services” – as defined in Section 3.

“Manager Corporate Personnel” means (i) any personnel from the corporate offices of Manager and its Affiliates who perform activities in connection with the services provided by Manager under this Agreement and (ii) the Manager Principals.

Schedule 1 (Glossary) - 5

“Manager Group” – as defined in Section 13.9.1.

“Manager Guest Data” means all guest or customer profiles, contact information (such as addresses, phone numbers, facsimile numbers and email addresses), histories, preferences and any other guest or customer information in any database of Manager or its Affiliates, whether obtained or derived by Manager or its Affiliates from: (a) guests or customers of any other hotel or lodging property (including any condominium or interval ownership properties) owned, leased, operated, licensed or franchised by Manager or its Affiliates, or any facility associated with such hotels or other properties (including restaurants, golf courses and spas); or (b) any other sources and databases, including branded websites, central reservations databases, operational data bases, and any frequent guest programs, but specifically excluding all Hotel Guest Information

“Manager Insurance Program” – as defined in Section 10.2.

“Manager Principal” means each of the following: (a) Manager’s Chief Executive Officer, its Chief Financial Officer, and its Chief Marketing Officer; (b) any Managing Member of Manager; and (c) any other Manager employee who is an area supervisor of Manager that supervises the operations of at least two (2) hotels, including the Hotel, that are Operated by Manager pursuant to a written management agreement with the owners of such hotels.

“Manager Transferee” – as defined in Section 11.1.

“Methods of Operation” means, collectively, the standards, policies, programs (including marketing programs), methods, procedures, manuals, directives, systems, specifications, equipment, designs, trade dress, merchandise, products, supplies and materials, software, copyrightable works, products and supply sources and specifications, design, construction, mechanical and technology standards, methods of Internet usage, marketing programs, and Web Pages applicable to Manager-managed Hotels, as designated or modified by Manager or its Affiliates from time to time. The marketing programs included in the Methods of Operations may include a discount program for Manager’s employees designed to encourage Manager’s employees to frequent and become familiar with Manager-managed Hotels, including the Hotel. The Methods of Operation include those programs that are applied to Manager-managed Hotels based on reasonable categories that Manager may designate, such as reasonable geographic categories or categories based on reasonably definable segments (e.g., whether the hotel is a resort or an urban hotel); provided that, to be applicable to the Hotel, any such program that is applied on the basis of any such category must be applicable to at least one Manager-managed Hotel in addition to the Hotel. All improvements to and customization of Methods of Operation are Manager’s property.

“Minimum Balance” – as defined in Section 6.3.

Schedule 1 (Glossary) - 6

“Monthly Reports” means the following reports, which shall be in form substantially similar to Manager’s reports for other hotels managed by Manager and reasonably acceptable to Owner:

(a) An executive summary containing a brief narrative summary of performance by major departments, financial results, Capital Expenditures and other pertinent financial information relating to the Hotel;

(b) A monthly operating statement;

(c) A monthly capital expenditure report. Manager may deliver this report quarterly or as part of the monthly operating statement referred to in the preceding subparagraph; and

(d) A cash flow forecast for the immediately succeeding three (3) months and for the remainder of the Operating Year, including cash requirements, and the timing thereof for the same periods.

“Mortgage” means any mortgage, deed of trust or security agreement encumbering the Hotel or any part thereof, excluding any such encumbrance held by an Affiliate of Owner

“Mortgagee” means any holder of a Mortgage (excluding any Affiliate of Owner), to the extent that any such person or entity has made a loan or extended credit.

“Net Operating Income” means “Income Before Interest, Depreciation and Amortization and Income Taxes” as shown and described in the sample “Summary Statement of Income” in Part V of the Uniform System.

“Opening Date” means the Effective Date. If, however, the Parties have executed a Construction Addendum as a part of this Agreement, then the Opening Date has the meaning set forth in such Addendum.

“Operate”, “Operating” or “Operation” means to manage, operate, use, maintain, market, promote, and provide other management or operations services to a hotel including the provision of revenue and expense management, quality assurance, facility management staffing, staff training and compliance.

“Operating Account(s)” means the bank account or accounts established for the Hotel pursuant to Section 6.1.

“Operating Expenses” means all those ordinary and necessary expenses, all as determined as determined in accordance with the Uniform System, including Reimbursable Expenses incurred by Manager or Owner, in the Operation of the Hotel in accordance with the applicable Operating Plan and Budget and the terms of this Agreement, including (i) salaries, wages, fringe benefits, fund payments and any union mandated benefits, vacation, holidays, usual and customary severance payments, WARN Act or similar closing law payments and other similar employee benefits of Hotel Personnel, (ii) the cost of maintenance and utilities, (iii) administrative expenses, (iv) the costs of advertising, marketing, and business promotion (v) any amounts payable to Manager as set forth in this Agreement.

“Operating Period” – as defined in Section 2.1.

“Operating Plan and Budget” – as defined in Section 4.1.

“Operating Standard” means the Operation of the Hotel in accordance with the Methods of Operation and in a manner reasonably calculated to (i) meet the Four Diamond rating on the American Automobile Association’s Five Diamond scale, (ii) protect and preserve the assets that comprise the Hotel and comply with the Legal Requirements, (iii) maximize Gross Operating Profit over the Term, and (iv) control and efficiently manage the Operating Expenses of the Hotel.

“Operating Supplies” means consumable items used in, or held in storage for use in (or if the context so dictates, required in connection with), the Operation of the Hotel, including food and beverages, fuel, soap, cleaning material, matches, stationery and other similar items.

“Operating Year” means each twelve-month period during the Term commencing on January 1, and ending on December 31, except that the first Operating Year is the partial year beginning on the Opening Date and ending on the following December 31, and if this Agreement is terminated effective on a date other than December 31 in any year, then the last Operating Year is the partial year commencing on January 1 of the year in which such termination occurs and ending on the effective date of termination.

“Owner” – as defined in the preamble of this Agreement.

“Party” and “Parties” – as defined in the preamble of this Agreement.

“Prohibited Transferee” means any Person that (a) is generally recognized in the community as being a person of ill repute or is in any other manner a person with whom a prudent businessperson would not wish to associate in a commercial venture, or (b) is a person that would jeopardize the Hotel’s liquor license or Manager’s or its Affiliates’ compliance with any Legal Requirements.

Schedule 1 (Glossary) - 8

“Proprietary Rights” means those trademarks, Identifiers, and Confidential Information, including the Trademarks and the Manager Guest Data, and other property rights and interests that are part of Manager’s system for Operating hotels as a Managermanaged Hotel or that by their nature would reasonably be understood to be proprietary to Manager or its Affiliates.

“Purchasing Programs” – as defined in Section 3.5.

“Reimbursable Expenses” means (a) travel and lodging expenses incurred in accordance with Manager’s corporate travel policies that are applicable to Manager’s corporate employees and that are then in effect and provided to Owner in writing (including by electronic transmission), (b) reasonable entertainment, telephone, telecopy, postage, courier, delivery, employee training expenses, (c) other reasonable expenses incurred by Manager which are directly related to its performance of this Agreement, including attorneys fees and costs incurred by Manager in connection with any Mortgagee’s request that Manager enter into any documents or certificates in connection with such Mortgagee’s loans or loan documents.

“Reserve” means a separate interest-bearing account of a type and with an institution approved in writing by Owner to be expended for the replacement of or additions to FF&E or any other Capital Expenditures.

“Shared Functions” – as defined in Section 2.4.1.

“Site” means those certain tracts of land located in the State of California, County of Orange, Cityof Laguna Beach, more particularlydescribed in Exhibit E to this Agreement.

“Substantial Casualty” – as defined in Section 10.3.

“Taking” means a taking as a result of condemnation or eminent domain, or a conveyance by Owner in lieu thereof, of all or part of the Hotel.

“Term” – as defined in Section 9.1.

“Third Party Centralized Services” – as defined in Section 3.

“Trademarks” means any trademarks, trade name, service marks and copyrights, marks, logos, symbols, know-how, trade dress, slogans and all similar proprietary rights owned by Manager or its Affiliates and associated any of the programs provided by Manager to hotels managed by Manager, including all derivations of any of the foregoing or replacements thereof.

“Uniform System” means the Uniform System of Accounts for the Lodging Industry, Tenth Revised Edition, 2006, as adopted by the American Hotel and Lodging Association and all future amendments and supplements thereto approved by Manager and Owner (such approval not to be unreasonably withheld, delayed or conditioned).

Schedule 1 (Glossary) - 9

EXHIBIT 2

EXHIBIT 3

THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.

AGREEMENT

OPERATING

OF

MOM AS INVESTCO LLC

OPERATING AGREEMENT OF MOM AS INVESTCO LLC

THIS OPERATING AGREEMENT OF MOM AS INVESTCO LLC (this "Agreement") is made and entered into as of June 8, 2021, (the "Effective Date"), by and between MOM AS Manager LLC, a Delaware limited liability company ("MM"), as the Managing Manager of the Company, MOM AS Investor Group LLC, a Delaware limited liability company (the "MOM Member"), as a Member, Mohammad Honarkar, as a member (the "MO Member"), and Mohammad Honarkar ("MH"), as the Administrative Manager, with reference to the following facts:

A. On May 21, 2021 (the "Formation Date"), the Certificate of Formation for MOM AS Investco LLC (the "Company") was filed with the Delaware Secretary of State.

B. The Members intend for the Company to engage in the Business described herein.

C. Prior to the Effective Date, Continuum Analytics, a California corporation and an affiliate of MM, and 4G Wireless, Inc., a California corporation and an affiliate of MH documented their preliminary understanding regarding the material terms of the Business and this Agreement in a Term Sheet, dated May 24, 2021, (the "Term Sheet") and they now desire to cause the parties to enter into this Agreement to supersede any previous discussions or documentation regarding the Business and the Company, including without limitation the Term Sheet.

D. The Members now desire to adopt and approve this Agreement as the limited liability company agreement for the Company under the Act.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, as of the Effective Date, the Members hereby incorporate the foregoing recitals into, and make them a part of, this Agreement and agree as follows:

1. DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:

1.1 Act. "Act" means the Delaware Limited Liability Company Act.

1.2 Administrative Manager. "Administrative Manager" has the meaning set forth in Section 9.1(a).

1.3 Affiliates. "Affiliates" of a Person means Persons Controlled by, Controlling or under common Control with such Person, or the family members of a Person.

1.4 Agreement. "Agreement" has the meaning set forth in the first paragraph of this Agreement.

1.5 Approved Budget. "Approved Budget" has the meaning set forth in Section 9.12 of this Agreement.

1.6 Book Value. "Book Value" means for any asset the asset's adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Tax Person

(b) The Book Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Tax Person, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).

(c) The Book Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as reasonably determined by the Tax Person.

(d) The Book Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Book Values shall not be adjusted pursuant to this subsection to the extent the Tax Person determines that an adjustment pursuant to subsection (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection.

(e) If the Book Value of an asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this Section, such Book Value shall thereafter be adjusted by the Book Depreciation (hereafter defined) taken into account with respect to such asset for purposes of computing Profits and Losses. "Book Depreciation" for any asset means for any fiscal year or other period an amount that bears the same ratio to the Book Value of that asset at the beginning of such fiscal year or other period as the federal income tax depreciation, amortization or other cost recovery deduction allowable for that asset for such year or other period bears to the adjusted tax basis of that asset at the beginning of such year or other period. If the federal income tax depreciation, amortization or other cost recovery deduction allowable for any asset for such year or other period is zero, then Book Depreciation for that asset shall be determined with reference to such beginning Book Value using any reasonable method selected by the Tax Person.

1.7 Business Day. “Business Day” means any day other than Saturday, Sunday or any legal holiday observed in the State of California.

1.8 Business Plan. "Business Plan" has the meaning set forth in Section 9.10(a) of this Agreement.

1.9 Capital Account. "Capital Account" means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of any Member's interest in the Company carried out in accordance with the terms of this Agreement, the Capital Account of the transferor Member shall carry over to the transferee Member.

1.10 Capital Percentage. "Capital Percentage" shall mean the percentages for the Members set forth on Exhibit A attached hereto.

1.11 Capital Transaction. "Capital Transaction" means a sale, refinance, exchange, transfer, assignment or other disposition of all or any portion of the assets of the Company or a Subsidiary.

1.12 Cash From Capital Transactions. "Cash From Capital Transactions" means the net proceeds received by the Company from a Capital Transaction that, in the sole discretion of the Managing Manager, are available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Capital Transactions shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from proceeds of a Capital Transaction for a Project and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from proceeds of a Capital Transaction for an Other Owned LLC

1.13 Cash From Operations. "Cash From Operations" means, for any period, such portion of the cash in the Company’s bank accounts that, in the sole discretion of the Managing Manager, is available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Operations shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from cash for the Projects and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from cash for an Other Owned LLC. Cash From Operations shall not include the proceeds of Contributions or Cash From Capital Transactions.

1.14 Cash Reserves. "Cash Reserves" means such amounts as may be estimated by the Managing Manager for payment of costs, expenses and liabilities incident to the business of the Company and for which the cash to make such payments will not, in the reasonable discretion of the Managing Manager, be expected to be available to the Company at or about the time such payments are required to be made, and which therefore, in the reasonable discretion of the Managing Manager, require that cash be set aside periodically to make such payments.

1.15 Certificate of Formation. "Certificate of Formation" means the written instrument filed with the Delaware Secretary of State for the purpose of forming the Company.

1.16 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

1.17 Company. "Company" shall have the meaning set forth in Recital A

1.18 Company Minimum Gain. "Company Minimum Gain" means "partnership minimum gain," as defined in the Regulations promulgated under Section 704(b) of the Code.

1.19 Contribution. "Contribution" means any money or property, or a promissory note or other binding obligation to contribute money or property, or to render services as permitted by law, which a Member contributes to the Company as capital in that Member's capacity as a Member pursuant to this Agreement.

1.20 Control. "Control", "Controlled", and "Controlling" mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise

1.21 Development Budget. "Development Budget" has the meaning set forth in Section 9.10(e) of this Agreement.

1.22 Effective Date. "Effective Date" has the meaning set forth in the first paragraph of this Agreement.

1.23 First Choice LLC. "First Choice LLC" means the limited liability company set forth on Exhibit C attached hereto.

1.24 Fiscal Year. "Fiscal Year" means the calendar year.

1.25 Formation Date. "Formation Date" has the meaning set forth in the recitals to this Agreement.

1.26 GAAP. "GAAP" means United States generally accepted accounting principles

1.27 Hotel Laguna Project. "Hotel Laguna Project" means Hotel Laguna, LLC (and Beach Club), Cliff Village, LLC and all real property owned by either of such limited liability companies (including the real property located at 421 S Coast Hwy and 425 S Coast Highway, Laguna Beach, CA).

1.28 Managers. "Managers" has the meaning set forth in Section 9.1(a)

1.29 Managing Manager. "Managing Manager" has the meaning set forth in Section 9.1(a)

1.30 Mandatory Additional Contributions. "Mandatory Additional Contributions" has the meaning set forth in Section 6.2(a).

1.31 Member or Members. "Member" or "Members" shall mean those Persons entering into this Agreement as a Member, as set forth in the first paragraph of this Agreement, and shall also include any other Person admitted to the Company as a Member in accordance with this Agreement, or a Person who has been admitted as a Member pursuant to applicable law.

1.32 Member Nonrecourse Debt. "Member Nonrecourse Debt" has the meaning ascribed to the term "partner nonrecourse debt" in Regulations Section 1.704-2(b)(4).

1.33 Member Nonrecourse Debt Minimum Gain. "Member Nonrecourse Debt Minimum Gain" means an amount, with respect each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability (as defined in Regulations Section 1.704-2(b)(3)), determined in accordance with Regulations Section 1.704-2(i)(3).

1.34 Member Nonrecourse Deductions. "Member Nonrecourse Deductions" means the Company deductions that are characterized as "partner nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.35 Membership Interest. "Membership Interest" means the interest of a Member in the Company.

1.36 MH Default. "MH Default" means (a) a breach by MH or 4G Wireless, Inc., a California corporation ("4G"), of any of his or its representations, covenants or obligations under the Contribution Agreement, of even date herewith, among MH, 4G, the Company and the other parties named therein, including a failure to contribute the membership interests in a Heldback LLC (as defined in such Contribution Agreement) at the time required thereunder, or (b) a breach of any obligation of MH or the MO Member hereunder with respect to the Other Owned LLCs, (c) a receiver is appointed for any of the membership interests held by the MO Member or (d) a receiver is appointed for any of the Subsidiaries or assets contributed to the Company by the MO Member due to facts or circumstances related to the MO Member or any of its Affiliates; or (e) if MH fails to use best efforts to have his wife execute a stipulation on or after the date hereof which provides 90 days for MH to make the $20 million payment to her and a family court appoints a receiver for any of the membership interests held by the MO Member or any of the Subsidiaries or assets contributed to the Company by the MO Member; provided, however the matters in clauses (c) and (d) shall not be a MH Default if the receiver is appointed by family court and MH uses best efforts to have such receiver removed

1.37 MM Consent. "MM Consent" means the written consent of the Managing Manager in its sole discretion.

1.38 MOM CA Operating Agreement. "MOM CA Operating Agreement" means Operating Agreement for MOM CA Investco LLC, of even date herewith.

1.39 New Audit Procedures. "New Audit Procedures" has the meaning set forth in 9.6.

1.40 Nonrecourse Deductions. "Nonrecourse Deductions" mean the Company deductions that are characterized as "nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.41 Other Owned LLCs. "Other Owned LLCs" means the Subsidiaries, excluding any Subsidiary which becomes a Project pursuant to Section 9.10(h)

1.42 Participation Percentage. "Participation Percentage" means the percentages for the Members set forth on Exhibit A attached hereto.

1.43 Person. "Person" means an individual, partnership, limited partnership, corporation, trust, estate, association, limited liability company or other entity, whether foreign or domestic.

1.44 Priority Return. "Priority Return" means, for the MOM Member, a cumulative return on the aggregate Unreturned Contributions of the MOM Member at a rate of 20% per annum (compounded); provided, however, with respect to the Hotel Laguna Project, "Priority Return" means a cumulative return on the Unreturned Contributions of the MOM Member made for Hotel Laguna Project at a rate of 20% per annum (compounded).

1.45 Profits and Losses. "Profit" and "Loss" means, for each taxable year of the Company (or other period for which Profit or Loss must be computed), the Company's taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(a) All items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(b) Any tax-exempt income of the Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss;

(c) Any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(1)) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from taxable income or loss;

(d) In the event the Book Value of any Company asset is adjusted pursuant to Section 1.6(b), Section 1.6(d) or Section 1.6(e), the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(e) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by

reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704(b)(2)(iv)(m)(4), to be taken into account in determining the Capital Account as a result of a distribution other than in liquidation of a Membership Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(g) Any items which are specially allocated pursuant to Sections 7.2, 7.3, 7.6 and 7.7 hereof shall not be taken into account in computing Profits or Losses.

1.46 Project. "Project" means any Subsidiary which becomes a Project under Section 6.1(d) or 9.10(h).

1.47 Regulations. "Regulations" means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.

1.48 Securities Act. "Securities Act" means the Securities Act of 1933, as amended.

1.49 Subsidiaries. "Subsidiaries" means the limited liability companies described on Exhibit B.

1.50 Tax Person. "Tax Person" means the Person designated as the "Tax Person" under Section 9.6.

1.51 Term Sheet. "Term Sheet" has the meaning set forth in the recitals to this Agreement.

1.52 Transfer. "Transfer" means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer of all or any portion of a Membership Interest.

1.53 Unreturned Contributions. “Unreturned Contributions” means, for the MOM Member the excess (if any) of (a) the aggregate Contributions made by such Member under the MOM CA Operating Agreement, the operating agreement for the First Choice LLC or hereunder (excluding Contributions made under Section 6.6 hereof or under Section 6.6 of the MOM CA Operating Agreement or the operating agreement for the First Choice LLC), over (b) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii), 8.1(b)(ii), 8.2(a)(ii) and 8.2(b)(ii) hereof and any distributions to the MOM Member under the MOM CA Operating Agreement or from the First Choice LLC (other than a distribution to pay the Priority Return or the priority return under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC or a distribution made to return any capital contribution made by the MOM Member to the First Choice LLC or under the MOM CA Operating Agreement); provided,

however, with respect to the Hotel Laguna Project, "Unreturned Contributions" means the excess of (i) the Contributions of the MOM Member made for Hotel Laguna Project under the MOM CA Operating Agreement over (ii) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii) and 8.2(a)(ii) of the MOM CA Operating Agreement from cash attributable to the Hotel Laguna Project

2. FORMATION OF LIMITED LIABILITY COMPANY. The Company has been formed by the filing of the Certificate of Formation with the Delaware Secretary of State pursuant to the provisions of the Act. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability or obligation arising under the Act, this Agreement shall supersede the Act to the extent not mandated thereby.

3. NAME AND PLACE OF BUSINESS.

3.1 Name. The name of the Company shall be MOM AS Investco LLC

3.2 Office; Agent for Service of Process. The name and address of the agent for service of process are as set forth in the Certificate of Formation. The Managing Manager may change the registered office and the registered agent of the Company as the Managing Manager may deem appropriate. The Company shall maintain a principal place of business and office(s) at such place or places as the Managing Manager may from time to time designate.

4. PURPOSE. The purpose of the Company is to engage in (a) any activities with respect to the Subsidiaries (or the assets owned by the Subsidiaries) or the Projects and (b) any and all other activities permitted under the Act and approved by the Managers.

5. TERM OF COMPANY; RECORDINGS.

5.1 Term. The Company commenced as of the Formation Date and shall continue until dissolved, unless sooner terminated as herein provided or by operation of law.

5.2 Qualification. The Company shall file any documents with any other appropriate governmental agencies as may be required by applicable law. The Company shall qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction.

6. CONTRIBUTIONS AND LOANS.

6.1 Initial Contributions.

(a) The MO Member hereby is admitted as a Member with the rights in favor of the MO Member set forth herein and the Participation Percentages and Capital Percentages the MO Member set forth herein in exchange for the Contribution by the MO Member of the membership interests in the Subsidiaries and the Projects.

(b) The MOM Member hereby is admitted as a Member with a Membership Interest with the rights in favor of MOM Member set forth herein and the Participation Percentages and Capital Percentages for the MOM Member set forth herein.

(c) The MO Member shall be responsible for making Contributions to pay for any expense or liability of an Other Owned LLC to the extent such Other Owned LLC has insufficient cash to pay such expense or liability

(d) MH shall provide to the MOM Member all information regarding Museum (Heisler Laguna, LLC) reasonably available to MH. Within 30 days after the MOM Member receives all due diligence materials which the MOM Member desires to review with respect to such project, the MOM Member shall provide written notice to MH as to whether the MOM Member desires to make a Contribution with respect to such project and to cause it to be a Project. If the MOM Member agrees to make a Contribution with respect to such Project, then the MOM Member shall make such Contribution in accordance with a timeline and budget established by MH and the MOM Member.

(e) Except as set forth in this Section 6 or Section 9.10, the Members shall not be required to make any additional Contributions or loans to the Company.

6.2 Additional Contributions

(a) With respect to Project which has been built or, for a Project to be developed, at any time after the completion of construction and opening of such Project to the public, if the MOM Member in its good faith business judgment determines that additional Contributions are required to: (i) implement the provisions of the Business Plan for such Project; and/or (ii) meet contractual obligations or liabilities of such Project, then the MOM Member may provide written notice to all Members calling for additional Contributions (the "Mandatory Additional Contributions"), which notice shall set forth the date on which such Contributions are due (which shall not be less than five Business Days after the date of such notice). Each Member shall make a Contribution equal to 50% of the aggregate Mandatory Additional Contributions being called.

(b) If a Member makes a Mandatory Additional Contribution and the other Member fails to do so (the “Failing Member”), then the funding Member may elect to either: (i) not fund its share; or (ii) cover the Failing Member’s share which shall be treated as a loan which is recourse to the Failing Member and is payable from, but not limited to, any distributions from the Company to the Failing Member. Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the Failing Member. If there is a failing Member, the Company may admit a new Member for purposes of having the Contribution funded by the new Member, so long as the Participation Percentages and Capital Percentages with respect to the Projects provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A.

(c) If all Members agree to make additional Contributions, then the Members shall make such additional Contributions at the times and in the amounts agreed upon by all of the Members.

(d) If the MO Member fails to make the Contributions required under Section 6.1(c), the MOM Member may elect to fund the shortfall to the Company which shall be treated as a recourse loan to the MO Member that is payable from, but not limited to, any

distributions from the Company to the MO Member (and a subsequent Contribution of the proceeds of such loan to the Company by the MO Member) Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the MO Member In lieu of providing the foregoing loan, the MOM Member may cause the Company to admit a new Member for purposes of having the Contribution funded, so long as the Participation Percentages and Capital Percentages with respect to the Other Owned LLCs provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A

6.3 Interest on Contributions. No interest shall be paid by the Company on any Contribution made by any Member to the Company.

6.4 Return of Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce (or receive a return of ) such Member's Contribution, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member's Contributions.

6.5 Loans By a Member. Loans by a Member to the Company shall not be considered Contributions for purposes of this Agreement, increase such Member's Capital Account or entitle such Member to any greater share of the Profits, Losses or distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Managing Manager.

6.6 Tax Withholding. If the Company is required to withhold or otherwise pay taxes with respect to the Profits, distributions or Membership Interests of a Member, the Managing Manager may require an additional Contribution (without adjustment to Membership Interests or interests in the distributions or allocations associated with such Member’s Membership Interests) of such Member in the amount of the required tax and/or the Company may withhold such taxes from any distribution to such Member.

6.7 Additional Membership Interests. The MOM Member, in its sole and absolute discretion, is hereby authorized to cause the Company from time to time to issue Membership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Membership Interests, all as shall be determined by the MOM Member in its sole and absolute discretion subject to applicable law, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction, and credit to such class or series of Membership Interests; (ii) the right of each such class or series of Membership Interests to share in Company distributions; and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company; provided, however, the MOM Member shall not be entitled to cause the Company to issue additional Membership Interests which dilute existing Membership Interests disproportionately In the event that the Company issues additional Membership Interests pursuant to this Section 6.7, the Managing Manager shall be entitled to amend this Agreement as it determines is necessary to reflect the issuance of such additional Membership Interests

7. ALLOCATIONS

7.1 Allocation of Profits and Losses. After giving effect to the special allocations set forth in Sections 7.2, 7.3, 7.6 and 7.7, Profits and Losses in respect of each Fiscal Year of the Company (and, in each case, each item of income, gain, loss, deduction and tax preference, required to be taken into account by the Members separately under Section 702(a) of the Code, which are included in the computation of such Profits and Losses for such year) shall be allocated to the Members in a manner such that the Capital Account of each Member is, as nearly as possible, equal (proportionately) to the excess of:

(a) the distributions that would be made to that Member pursuant to Section 8.2 if:

(i) the Company were dissolved, its affairs wound up and its assets sold for an amount of cash equal to their Book Values;

(ii) all liabilities of the Company were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability); and

(iii) the assets of the Company were distributed to the Members in accordance with Section 8.2 immediately after making such allocation; over

(b) the sum of (i) the Member’s respective share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain; and (ii) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company, computed immediately prior to the hypothetical sale of assets described in Section 7.1(a).

7.2 Allocation of Nonrecourse Deductions. Nonrecourse Deductions for each Fiscal Year shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.3 Member Nonrecourse Deductions. Member Nonrecourse Deductions for each Fiscal Year shall be allocated as required by the Regulations promulgated under Section 704(b) of the Code.

7.4 704(c) Agreement. The Members agree that items attributable to contributed property shall be allocated as required by Section 704(c) of the Code.

7.5 Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.6 Qualified Income Offset. Except as provided in Section 7.7 of this Agreement, if any Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit in said Member's Capital

Account as quickly as possible. For purposes of this Section 7.6, the Member's Capital Account, as of the end of the relevant Fiscal Year, shall take into account the adjustments described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), any amount of any deficit Capital Account balance which the Member is obligated to restore, and any amount of any deficit Capital Account balance which the Member is deemed obligated to restore pursuant to the Regulations promulgated under Section 704(b) of the Code.

7.7 Minimum Gain Chargeback. Prior to any allocation hereunder, if there is a net decrease in the Company Minimum Gain during a Company taxable year, each Member shall be allocated items of income and gain in accordance with the Regulations promulgated under Section 704(b) of the Code and its requirements for a "minimum gain chargeback." If there is a net decrease in minimum gain attributable to debt associated with Member Nonrecourse Deductions, income and gain shall be allocated to the Members in accordance with the Regulations.

7.8 Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations. Whenever items of income or loss of the Company allocable hereunder consist of items of different character for tax purposes (i.e., ordinary income, long-term capital gain, depreciation recapture, interest expense, etc.) the items of income or loss of the Company allocable to each Member shall include, to the extent possible, its pro rata share of each such item; provided, however, in making allocations of depreciation recapture under Section 1245 or Section 1250 of the Code, or unrecaptured Section 1250 gain under Section 1(h) of the Code, principles consistent with those of Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

7.9 No Deficit Restoration Obligation. At no time during the term of the Company or upon dissolution and liquidation thereof shall a Member with a negative balance in its Capital Account have any obligation to the Company or the other Members to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

8. DISTRIBUTIONS

8.1 Distribution of Cash From Operations.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Projects shall be distributed as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(b)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return for Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance of the MOM Member for Contributions made hereunder for the Projects is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Projects; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the operating agreement for the First Choice LLC or under the MOM CA Operating Agreement and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the operating agreement for the First Choice LLC or under the MOM CA Operating Agreement and such reduction shall be distributed to the MOM Member.

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Other Owned LLCs shall be distributed as follows:

(i) First, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member has received cumulative distributions under this clause (i) and Sections 8.1(a)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Other Owned LLCs

8.2 Distributions of Cash From Capital Transactions.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Projects shall be distributed/paid as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return for Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance for Contributions made under this Agreement by the MOM Member for the Projects is reduced to zero;

(iii) Next, if distributions from Other Owned LLCs were used to

reduce the Unreturned Contribution balance for Contributions made under this Agreement for the Projects by the MOM Member to zero, then to the MO Member in an amount equal to such distributions from the Other Owned LLCs; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member;

(iv) Next, until the MO Member has received cumulative distributions pursuant this clause (iv) equal to $35,000,000, the balance shall be divided among the Members pro-rata based on the Capital Percentages of the Members, with the amount payable to the MOM Member being a fee to the MOM Member for services to the Company in connection with the Capital Transaction and the amount payable to the MO Member being a distribution; provided, however, 50% of the distributions made under Section 8.2(a)(i) to the MOM Member shall be deducted from the fee payable under this clause (iv) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iv) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member; and

(v) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Projects; provided, however, if the entire 50% of the distributions made under Section 8.2(a)(i) to the MOM Member is not deducted from the fee payable under Section 8.2(a)(iv), then the portion not deducted shall be deducted from the distributions to the MOM Member under this clause (v) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (v) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Other Owned LLCs shall be distributed/paid as follows:

(i) First, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member

has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(a)(i) and any distributions from a First Choice LLC in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero; and

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Other Owned LLCs.

8.3 Offset. If any amounts are owed to the Managing Manager or the MOM Member by the MO Member hereunder, the MO Member hereby authorizes the Managing Manager to pay such amounts from any distributions to be made to the MO Member hereunder. Such payment shall be deemed a distribution to the MO Member and then a payment by the MO Member to the Managing Manager or the MOM Member.

8.4 To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no Person shall be considered a Member in the Company. Any distribution by the Company to the Person shown on the Company records as a Member, or to such Member's legal representatives, or to a named assignee of the right to receive distributions, shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of an assignment by a Member or for any other reason.

9. MANAGEMENT.

9.1

Managers.

(a) Generally. The Company shall be managed by a Person or Persons acting as a "manager" as that term is defined under the Act (each "Manager"). The Managers may be, but shall not be required to be, a Member. One Manager is designated as the managing Manager (the "Managing Manager"). There may be another Manager designated as the administrative Manager (the "Administrative Manager") and the other Manager is designated as the managing Manager (the "Managing Manager"). The initial Managing Manager shall be MM, which shall hold the office of Managing Manager for an indefinite term unless and until MM resigns (in which event the MOM Member shall designate a replacement Managing Manager). The initial Administrative Manager shall be MH, which shall hold the office of Administrative Manager for an indefinite term unless and until MH resigns or is replaced or removed by the Managing Manager. To the fullest extent permitted by law, the Members acknowledge and agree that no Member of the Company nor a Manager owes any fiduciary or other duties to the other Members, to the Managers or to the Company and all such duties are hereby waived by the Members, the Managers and the Company. Unless another standard is specifically provided in this Agreement, each party to this Agreement shall act reasonably with respect to the other parties in carrying out its responsibilities and exercising its rights set forth in this Agreement.

(b) Resignation A Manager may resign from its position as Manager at any time upon giving notice to the other Manager without liability resulting solely from such

resignation to the Company or any of its Members. Resignation shall not affect in any manner membership interest in the Company held by a Manager as a Member. Such resignation shall become effective as set forth in such notice. The Managing Manager shall have the sole authority to designate a replacement for a Manager which resigns (including a replacement for itself upon a resignation by it)

(c) Removal The Managing Manager shall not be subject to removal for any reason. The Managing Manager shall be entitled to remove the Administrative Manager at any time; upon such removal the Managing Manager shall have the sole discretion as to whether to appoint a substitute Administrative Manager.

9.2 Authority Delegated to Administrative Manager. The Administrative Manager shall only have the duties regarding day to day operations designated in writing to it by the Managing Manager.

9.3 General Powers of the Managing Manager.

(a) Other than duties delegated to the Administrative Manager pursuant to Section 9.2 and as set forth in Section 9.3(b), the Company’s business shall be managed by the Managing Manager and the Managing Manager shall be entitled to take all action on behalf of the Company. The Managing Manager shall be responsible for the management of the Company’s business and shall have all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. Without limiting the generality of the foregoing, the Managing Manager shall have the sole power and authority (a) to take all action on behalf of the Company as the member of each Subsidiary, including, without limitation, the power to determine whether to sell, exchange or dispose of any ownership interests in, or property held by, any Subsidiary, (b) to retain legal counsel or accountants (including tax accountants), and (c) to manage all disbursements under any loan made to any Subsidiary or with respect to any Project

(b) With respect to the Other Owned LLCs and the assets owned by the Other Owned LLCs, the Managing Manager shall not be entitled to sell the ownership interests in an Other Owned LLC or the assets owned by an Other Owned LLC without the prior written consent of MH, except no consent is required if an MH Default has occurred or if the fifth anniversary of the Effective Date has occurred.

9.4 Other Payments. Other than the rights to distributions and the reimbursement of certain expenses as provided in this Agreement, no Member nor any of its Affiliates shall receive any compensation or other payment from the Company.

9.5 Members

(a) Member Meetings. The Managing Manager may hold meetings of the Members at such place as the Managing Manager may determine or may at any time call for a vote without a meeting of the Members on matters on which they are entitled to vote as specifically provided in this Agreement. Written notice of a meeting or vote shall be given to the Members not less than ten (10) Business Days before the date of the meeting or vote. Each notice of meeting or vote, if any, shall contain a detailed statement of any resolution to be

adopted by the Members and any proposed amendment to the Agreement. A Member shall be entitled to vote at a meeting in person or by written proxy delivered to the Managing Manager prior to the meeting. Nothing in this Section 9.5 shall be deemed to give any Member the right to vote on any matters other than those specifically set forth in the other provisions of this Agreement.

(b) Action by Written Consent. The Managing Manager may allow the Members to take action without any meeting of the Members by written consent setting forth the action to be approved. The approval or consent of the Members required pursuant to this Agreement shall mean Member Consent unless specifically provided otherwise in this Agreement.

(c) No Authority of Members to Act on Behalf of the Company. Unless authorized to do so by the Managing Manager in writing, no Member, agent, or employee of the Company shall have any power or authority to act on behalf of the Company, to bind the Company in any way, to execute any instrument on behalf of the Company or to render the Company liable in any way. Except as expressly set forth in this Agreement, no Member (other than a Member acting in the capacity of a Manager, having been delegated certain duties and responsibilities by the Managing Manager or as set forth herein, and only to the extent of such duties and responsibilities) shall have a right to participate in the control, operation, management or direction of the Company

9.6 Tax Person. The Members acknowledge the recent passage of the BiPartisan Budget Act of 2015, H.R. 1314, which contains, among other things, revisions to the audit procedures for Persons treated as partnerships for U.S. federal income tax purposes (the "New Audit Procedures"). The New Audit Procedures generally are effective for federal tax returns filed for partnership tax years commencing after December 31, 2017. The Managing Manager shall serve as the "partnership representative" as that term is defined in Section 6223 of the Code (as in effect under the New Audit Procedures) (the "Tax Person"). If the Managing Manager is subsequently unable or unwilling to serve as the Tax Person, then another Person designated by the Managing Manager (and consented to by such Person) shall serve as the Tax Person The Tax Person shall have all powers necessary and appropriate in connection with such role, including without limitation representing the Company in any tax audit, proceeding or dispute with the Internal Revenue Service or state or local tax authority, consenting to extending the statute of limitations for assessing tax against a Member and/or the Company attributable to a Company item, negotiating and entering into a settlement agreement, contesting any proposed adjustment of a Company item, the payment of any tax liability imposed by the New Audit Procedures or the allocation of such liability pursuant to the New Audit Procedures and any and all elections in connection therewith. Each Member shall be charged and shall indemnify the Company for the portion of any imputed underpayment paid by the Company attributable to such Member as determined by the Tax Person. This indemnity shall survive each Member's withdrawal as a Member of the Company, the sale of any Company assets and the dissolution of the Company. The Tax Person may make all tax elections and execute all waivers and consents for tax purposes on behalf of the Company

9.7 Execution of Documents. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature

whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the Managing Manager or the Person or Persons designated from time to time by the Managing Manager. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to a Subsidiary or on behalf of a Subsidiary, shall be signed by the Person or Persons designated from time to time by the Managing Manager

9.8 Liability/Indemnification

(a) For purposes of this Agreement, "Indemnified Persons" means the Members, a Manager and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates.

(b) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Company or to the Members for any acts performed within the scope of the authority conferred on such Indemnified Person by this Agreement, except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement.

(c) The Company shall indemnify and hold harmless the Indemnified Persons from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnified Person by reason of any act performed or omitted to be performed by such Member or Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company) in connection with the business of, or on behalf of, the Company or by reason of the fact such Indemnified Person was a Member, Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company), except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement. Such indemnification shall be provided regardless of whether the Member or Manager continues to act as Member or Manager (or the other Indemnified Person continues to act in his or her capacity with respect to the Member or Manager or the Company) at the time any such liability or expense is paid or incurred.

(d) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to indemnification pursuant to this Section 9.8, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking in a form satisfactory to the Company by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such Person is not entitled to be indemnified under this Section 9.8

(e) The indemnification provided by this Section 9.8 shall be in addition to any other rights to which the Indemnified Person may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person.

(f) The Company may purchase and maintain insurance, at the Company's expense, on behalf of the Indemnified Persons as the Managing Manager shall determine (but only as approved in an Approved Budget) against any liability that may be asserted against, or any expense that may be incurred by, such Persons in connection with the activities of the Company and/or the acts or omissions of such Persons regardless of whether the Company would have the power to indemnify such Persons against such liability under the provisions of this Agreement.

(g) Any indemnification under this Section 9.8 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.8.

(h) Except as set forth in the Act, no Member shall be liable under a judgment, decree or order of a court, or in any other manner, for the debts, liabilities, or obligations of the Company; provided, however, nothing contained in this Section 9.8 shall limit the obligation of a Member to make Contributions required under this Agreement.

(i) Notwithstanding anything to the contrary in this Section 9.8, if any Manager or Member or its Affiliate enters into a separate agreement to provide services to the Company, then the rights (including rights to indemnification), liabilities and obligations of such Manager or Member or its Affiliate, in its capacity as service provider under such agreement, shall be governed by the terms and provisions of such service agreement, and the terms and provisions hereof shall not apply nor shall the Company be obligated to indemnify such Manager, Member or its Affiliate against any claims arising in connection with such agreements, unless and to the extent required by the terms of provisions thereof.

9.9 Other Business Ventures.

(a) MH shall not, directly or indirectly, engage in or possess any interest in other business ventures of any nature and description, independently or with others, that adversely affect the real estate projects owned by any Subsidiary or the Company

(b) MM may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company, nor the other Members shall have, and each of them hereby expressly waives, relinquishes and renounces, any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom. Moreover, MM shall not be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and MM shall have the right to take for its own account, for the account of other business entities of which it is an owner, or to recommend to others any such particular investment opportunity.

9.10 Projects.

(a) The Administrative Manager shall prepare an initial business plan for each Project, including, without limitation, detailed timelines, budgets, pro-formas, execution strategies and proposed vendors. The Managing Manager, in its sole discretion, may

amend/reject any business plan proposed by the Administrative Manager for each Project. A business plan for a Project approved by the Managing Manager is referred to herein as the "Business Plan" for such Project.

(b) On a Project-by-Project basis, the Managing Manager shall determine how the construction is handled

(c) The Managers shall have regular (no less than monthly) business calls to discuss implementation of the Business Plan for each Project. The Managing Manager will execute the capital expenditure plan (including tenant improvements) for each Project which is not under construction per the Business Plan for such Project.

(d) If the Managing Manager elects to obtain third-party debt financing for a Project, and any such lender requires environmental indemnities, guaranties (whether full or non-recourse carve-outs) or any other indemnities as part of such financing, the MOM Member will provide the same, but, as between the Members, each Member shall be responsible for paying the portion of any claim under such indemnities or guaranties on a 50/50 basis.

(e) The development budget for the development of any Project shall be determined by the Managers (the budget approved by the Managers is referred to herein as the "Development Budget"). All pre-development costs for a Project within the Development Budget shall be paid with Contributions by the Members on a 50/50 basis; provided, however, if the MOM Member determines not to invest in a Project, then such Project shall be deemed an Other Owned LLC and the MO Member shall make Contributions to pay all costs associated with such Project.

(f) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the general contractor for construction of any Project and the guaranteed maximum price construction contract with such general contractor for such construction (including the market-rate compensation to be paid to such general contractor for its services).

(g) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the architect for construction of any Project.

(h) The MOM Member shall be entitled to determine to conduct rehabilitation or construction of property owned by an Other Owned LLC, in which event the Other Owned LLC shall become a Project.

9.11 Fees.

(a) For each Project which is to be constructed, the Administrative Manager (or its designee) will receive a fee equal to 4% of total construction costs (excluding such fee) or such lesser amount as an unaffiliated lender requires (for each Project, the "Construction Management Fee"), in exchange for the Administrative Manager (or its designee) overseeing construction of such Project. Such fee shall be payable from funds provided for such construction and shall be paid pursuant to a schedule reasonably determined by the Managing Manager, subject to approval of any construction lender. In the event that the Managing

Manager reasonably determines that the Administrative Manager (or its designee) is not satisfying the performance standards relative to reaching the goals in the Business Plan for a Project, the Managing Manager shall have the right to terminate the services of the Administrative Manager (or its designee) with respect to overseeing construction of such Project upon thirty (30) days’ written notice. Upon such termination, the Administrative Manager and any designee thereof shall not be entitled to receive any unpaid portion of the Construction Management Fee. No termination under this clause (a) shall result in a loss of any capital account of the MO Member or a loss of any right of the MO Member to distributions hereunder.

(b) In exchange for asset management services to Company, the Managing Manager (or its designee) shall receive the following fees: (i) 1% of total equity raised for each Project, with this being a one-time fee that shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager (however, such fee shall not be paid prior to the third anniversary of the Effective Date unless an MH Default occurs); (ii) 1% of the gross revenue of each Project for which the MOM Member has made a Contribution payable in monthly installments in arrears; this fee shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager; and (iii) 1% of the gross sale and/or refinance proceeds for each Project payable at the closing of such sale or refinance; provided, however, the fee payable under this clause (iii) shall be subject to an aggregate cap of $160 million.

9.12 Operating Budgets. For each Project that has been completed, no less than 30 days prior to the completion of each Fiscal Year, the Managers shall work in good faith to approve an operating budget for such Project for the next Fiscal Year. If the Managers cannot agree upon an operating budget for a Fiscal Year, then the operating budget for the current Fiscal Year shall continue in effect as the approved operating budget for the next Fiscal Year until the Managers approve a new operating budget. An operating budget approved hereunder shall be referred to herein as an "Approved Budget".

9.13 Special Indemnity. The MO Member shall indemnify the Managing Manager and the MOM Member for all damages, losses, claims, expenses or liabilities incurred by the Managing Manager and the MOM Member with respect to any litigation with respect to a Project pending on the date hereof The MO Member shall pay all costs and expenses of defending such litigation; such payments shall not be deemed a loan or Contribution to the Company and the MO Member shall not be entitled to reimbursement from the Company or a Subsidiary for such costs and expenses If a Project is subject to pending litigation on the date hereof and the MOM Member has made a Contribution with respect to such Project, then the MOM Member shall be entitled to cause such litigation to be settled in its sole discretion; provided, that the Administrative Manager can block such settlement by purchasing (or causing the MO Member to purchase) from the MOM Member its indirect interest in such Project for a purchase price equal to the amount the MOM Member would receive under Section 8.2(a) hereof if such Project was sold for the appraised “as-built” value as determined by an appraiser mutually agreed to by the Managers and the proceeds thereof were distributed under Section 8.2(a) hereof and obtaining a full release of any guaranties or indemnities provided by MM, the MOM Member or any Affiliate of MM or the MOM Member under any financing for such Project (if such purchase occurs, then the Project shall become an Other Owned LLC).

9.14 Officers The Managing Manager may, from time to time, appoint one or more persons to be officers of the Company. Unless the Managing Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, subject to the terms of this Agreement and any written employment agreement of such individual with the Company. No such appointment and no prescribed duties will reduce or dilute the power of the Managing Manager as set forth herein or at law. The Managing Manager may remove any officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the officer removed or of the Company or of any other Person. Any officer may resign at any time by giving written notice to the Managing Manager. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

9.15 Affiliate Transaction. No agreement between the Company, on the one hand, and the Administrative Manager, the MO Member or an Affiliate of the Administrative Manager or the MO Member, on the other hand, shall be effective unless approved in writing by the Managing Manager. No agreement between the Company, on the one hand, and the Managing Manager, the MOM Member or an Affiliate of the Managing Manager or MOM Member, on the other hand, shall be effective unless approved in writing by the Administrative Manager, except for an agreement expressly provided for herein.

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS

10.1 Limitations on Transfers.

(a) No Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest, nor shall any Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling such Member, without MM Consent. Notwithstanding the foregoing, the MOM Member shall not for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest (other than a Transfer to an Affiliate of the MOM Member), nor shall the MOM Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling the MOM Member, without the prior written consent of MH (which shall not be unreasonably withheld, delayed or conditioned) ("MH Consent") except such MH Consent is not required if the manager of the MOM Member does not change in connection with such Transfer. Any Transfer not expressly permitted in this Agreement shall be null and void. Whether or not MM Consent or MH Consent is required for a Transfer, a transferee of a Membership Interest shall have the right to become a substitute Member only if (i) such Person executes an instrument satisfactory to the Managing Manager accepting and adopting the terms and provisions of this Agreement, and (ii) such Person pays any reasonable expenses in connection with his or her admission as a substitute Member. Neither the admission of a substitute Member nor any Transfer complying with Section 10 shall release the Member

who assigned the Membership Interest from any liability that such Member may have to the Company.

(b) No Transfer of any Membership Interest may be made which (i) could cause a termination of the Company for federal income tax purposes; (ii) alone or in conjunction with any other Transfer, might adversely affect, or tend to affect adversely, the characterization of the Company as a partnership for federal income tax purposes; (iii) could result in the assets of the Company being considered by law to be assets of employee benefit plans and therefore subjecting those assets to the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended; or (iv) violates the Securities Act and any rules promulgated thereunder and any similar state ‘Blue Sky" laws. In addition, in no event may a Transfer occur which results in more than ninety-nine (99) beneficial owners of Membership Interests.

10.2 [reserved].

10.3 Drag Along Sale. If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MOM Member shall have the option (the "Drag-Along Option") to require the other Members (individually a "Drag Member" and collectively the "Drag Members") to sell, to the prospective purchaser acquiring the Membership Interests held by the MOM Member, the Membership Interests held by each Drag Member. If the MOM Member exercises the Drag-Along Option, then (a) each of the Members shall receive an amount in respect of Membership Interests sold equal to the amount that such Member would have received in respect of such Membership Interests if the Drag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section 6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Drag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Drag Along Option shall be exercisable by delivery of written notice to the Drag Members by the MOM Member. For purposes of this Section 10.3, "Drag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the sale of the Membership Interests pursuant to this Section 10.3, excluding amounts relating to market employment arrangements

10.4 Tag Along Sale. If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MO Member shall have the option (the "Tag-Along Option") to require the purchaser of such Membership Interests to purchase the Membership Interests held by the MO Member. If the MO Member exercises the Tag-Along Option, then (a) the MO Member shall receive an amount in respect of the Membership Interests sold by the MO Member equal to the amount that such Member would have received in respect of such Membership Interests if the Tag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section

6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Tag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Tag-Along Option shall be exercisable by the MO Member by delivery of written notice to the MOM Member during the five Business Day period after the MO Member received written notice from the MOM Member of the terms and conditions of the proposed sale of the Membership Interests held by the MOM Member. For purposes of this Section 10.4, "Tag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the sale of Membership Interests pursuant to this Section 10.4, excluding amounts relating to market employment arrangements, provided that such net purchase price shall be grossed-up (as determined by the MOM Member) to account for any Membership Interests not being purchased pursuant to this Section 10.4.

10.5 Buy-Out. At any time after the fifth anniversary of the Effective Date, the MOM Member may propose to purchase the MOM Member's interest in any Project (each such Project, a “Buy-Out Project”) by delivering written notice of the MOM Member’s desire to purchase such Buy-Out Projects to the MO Members (the "Buy-Out Notice"). The MO Member shall have the right to accept the terms of purchase set forth in the Buy-Out Notice or request that the price for the purchase be established by the appraisal process set forth in this Section, in each case by delivery of written notice to the MOM Member within 15 days after delivery of the BuyOut Notice (the "Acceptance Period"). If the request set forth in the prior sentence (the "Appraisal Request") is not delivered within the Acceptance Period, then the MO Member shall be deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice. If the Appraisal Request is delivered within the Acceptance Period, (a) promptly after such Appraisal Request is delivered, the MOM Member (on the one hand) and the MO Members (on the other hand) will each engage an independent appraiser to perform an appraisal of each Buy-Out Project for its highest and best use, (b) if the two appraisals for any one Buy-Out Project are within five percent (5%) of each other, then the value for that Buy-Out Project shall be the average of the two appraisals, (c) if the two appraisals for any one Buy-Out Project are not within five percent (5%) of each other, then (x) the two existing appraisers shall select a third independent appraiser to perform an appraisal of the Buy-Out Project for its highest and best use and (y) the value for that Buy-Out Project shall be the average of (i) the third appraisal and (ii) whichever of the first two appraisals is closest to the third appraisal and (d) the purchase price for the MO Member's interest in such Buy-Out Project shall be the portion of the Cash From Capital Transactions attributable to a sale of such Buy-Out Project at such value which the MO Member would receive under Section 8.2; provided, however, the MOM Member has no obligation to purchase the Membership Interests for such price, (e) if the MOM Member desires to purchase the Membership Interests held by the MO Member for the price established under the foregoing clause (d), the MOM Member shall deliver written notice to the MO Member within 60 days after the MOM Member delivers to the MO Member the calculation of the purchase price under the foregoing clause (d), and (f) if the MOM Member does not deliver written notice under the foregoing clause (e) within the 60 day period set forth therein, the MOM Member shall be deemed to have elected not to purchase the MO Member's interest in such BuyOut Project for such price. If the MO Member accepts or is deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the end of the

Acceptance Period. If the Appraisal Request is delivered and the MOM Member elects to purchase the MO Member's interest in such Buy-Out Project for the price established under clause (d) of this subsection, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the date on which the MOM Member delivers written notice of its election to purchase under clause (e) of this subsection. The transfer of the MO Member's interest in such Buy-Out Project shall be made pursuant to an assignment under which the MO Member represents he owns such interest free and clear of all security interests, lien, claim of ownership, right of first refusal or options of any kind and have the authority to sell interest without obtaining the consent or authorization from any Person or governmental authority.

10.6 No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.

10.7 New Members. No new Member may be admitted into the Company, and no Membership Interests may be issued, without MM Consent.

11. DISSOLUTION AND WINDING UP OF THE COMPANY.

11.1 Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events:

(a) MM Consent to dissolve;

(b) The sale or other disposition of all or substantially all of the assets of the Company;

(c) The termination of the Company pursuant to Section 5.1; or

(d) Entry of a judicial decree of dissolution pursuant to the Act.

11.2 Winding Up of the Company. Upon dissolution of the Company, the Managing Manager shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section 11.2 and the Act. Profits, Losses, Nonrecourse Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:

(a) First, to pay expenses of liquidation;

(b) Next, to pay the debts of the Company to third parties other than the Members;

(c) Next, to pay the debts of the Company owing to creditors who are Members;

(d) Next, to the establishment of any Cash Reserves which are reasonably determined to be necessary for contingent liabilities; and

(e) Thereafter, to the Members, in accordance with Section 8.2; provided, however, that the final Capital Account balances of each of the Members prior to the distribution contemplated by this Section 11.2(e), as determined by taking into account all Capital Account adjustments required by this Agreement, are intended to equal the amount that each Member will receive pursuant to Section 8.2. If, for any reason, the distributions pursuant to this Section 11.2(e) (in accordance with Section 8.2) do not result in the same distribution to each Member as would a distribution to the Members in accordance with their positive Capital Account balances upon liquidation of the Company, then the Profits and Losses of the Company and items thereof (including gross income and gross deduction) for the taxable year of the distribution contemplated by this Section 11.2(e) and, if necessary and agreed to by the Managing Manager in its sole discretion, for all prior taxable years for which amended federal tax returns can be filed, shall be revised or amended to the extent possible in order that the final Capital Account balance of each of the Members, prior to the distribution contemplated by this Section 11.2(e) (in accordance with Section 8.2) equals the amount that such Members will receive when the remaining proceeds available for distribution to the Members are distributed pursuant to Section 8.2.

11.3 Right To Receive Property. The Members shall have no right to demand or receive property other than cash in return for their Contributions.

12. BOOKS AND RECORDS; EXPENSES

12.1 Books of Account. The Managing Manager shall, at the Company's sole cost and expense, keep separate, full and accurate books and records of the Company wherein shall be recorded and reflected all of the Contributions and all of the income, expenses and transactions of the Company and a list of the names and addresses of the Members in alphabetical order. The Administrative Manager or a Member shall have the right at any time to inspect the Company’s books and records.

12.2 Accounting and Reports.

(a) Monthly and Annual Reports. The Managing Manager shall, at the Company's sole cost and expense, cause the following to be delivered to the Members on a monthly basis, provided the unaffiliated property management company provides to the Managing Manager the appropriate information for the Managing Manager to prepare applicable financial statement (each shall be prepared in accordance with GAAP, consistently applied, except the monthly financials shall not contain footnotes and shall be subject to normal year-end adjustments):

(i) A balance sheet for the Company as of the end of the month for each of the first 11 months in a Fiscal Year together with a profit and loss statement for the period then ended; and

(ii) For each Fiscal Year, a balance sheet for the Company as of the end of such Fiscal Year together with a profit and loss statement for the year then ended

(at the request of the MOM Member, such financial statements shall be audited by an accounting firm selected by the Managing Member).

The financial statements described in the foregoing clause (i) shall be delivered by the 25th day of the month following the last month in the period subject to such financial statements. The financial statements described in the foregoing clause (ii) shall be delivered by the March 31 after the end of the applicable Fiscal Year.

(b) Tax Returns. The Managing Manager shall engage a firm of independent certified public accountants to review, or sign as preparer, all federal, state and local tax returns which the Company is required to file. The Managing Manager shall deliver to the Members copies of all federal, state and local income tax returns and information returns, if any, which the Company is required to file.

12.3 Banking. The funds of the Company shall be deposited into such account or accounts as are designated by the Managing Manager. All withdrawals of funds of the Company from bank accounts shall be made upon checks (or wire transfer authorizations) signed by the Managing Manager or the Person or Persons designated by the Managing Manager.

12.4 Expenses of Company. All direct expenses incurred in connection with conducting the Company's Business shall be billed to and paid by the Company. If any such expense is paid directly by a Manager or any Affiliate of a Manager, such Person may be reimbursed for such direct expenses without interest.

13. ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Membership Interests in the Company, or in the event of a distribution of the property of the Company to any Member hereto, the Managing Manager may, in its sole discretion, file an election in accordance with Section 754 of the Code and applicable Treasury Regulations to cause the basis of the Company's property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.

14. WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.

15. AMENDMENTS

15.1 Member Consent Required. Subject to Section 15.2 and the rights of the Managing Manager pursuant to Section 6.7, amendments to this Agreement may be made only if approved by the Members (and a Manager, if the amendment affects any of the rights or obligations of such Manager)

15.2 No Member Consent Required. Notwithstanding any provision of this Agreement, the following amendments to this Agreement may be made by the Managing Manager without any approval of any other Member:

(a) To reflect assignments of Membership Interests and substitutions of Members that comply with Section 10; and

(b) To reflect Contributions by the Member

16. NOTICES. Any notice, communication, request, reply or advice provided for or permitted by this Agreement to be made or accepted by any party must be in writing. Notice may, unless otherwise provided herein, be given or served by: (i) delivering the same to such party in person or by commercial courier or personal messenger; (ii) electronic delivery via Email (which may include a .pdf, .tif, .gif, .jpeg or similar attachment to the electronic mail message); or (iii) depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express or UPS. Notice given in any of the foregoing manners shall be effective only if and when delivered to (or refusal to accept delivery by) the party to be notified, or in the case of electronic mail, upon the entrance of such electronic mail into the information processing system designated by the recipient’s e-mail address provided that the date of transmission is a Business Day (and the transmission is transmitted prior to the close of business) and further provided that: (i) an overnight delivery is forwarded to the party being noticed on the same day as the electronic transmission; or (ii) there is a confirmed receipt of delivery by the sender’s server; or (iii) the recipient sends a reply email acknowledging receipt. The parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least one (1) Business Day prior written notice to the other party. For the purposes of notice, the addresses of the Managers and the Members, until changed, shall be as follows:

If to MH or the MO Member:

c/o 4G Wireless, Inc.

8871 Research Dr. Irvine, CA 92610

Attention: Mohammad Honarkar

Email: mhonarkar@4g-ventures.com

Copies to:

Much Shelist, P.C.

660 Newport Center Drive, Suite 900

Newport Beach, CA 92660

Attention: Glenn D. Taxman

Email: gtaxman@muchlaw.com

If to MM or the MOM Member:

c/o Continuum Analytics

520 Newport Center Drive, Suite 480

Newport Beach, CA 92660

Attention: Mahender Makhijani

Email: mahender@continuumanalytics.com

17. ATTORNEYS' FEES. Should any party hereto institute any arbitration, action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs for services rendered to the prevailing party in such action or proceeding.

18. REPRESENTATIONS OF THE MEMBERS.

18.1 Representations of MM MM hereby represents and warrants to MHI and the MO Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MM and the MOM Member, enforceable against MM and the MOM Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) Authority. Each of MM and the MOM Member has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by MM or the MOM Member is necessary to authorize the execution or delivery of this Agreement;

(c) Execution. This Agreement has been duly and validly executed and delivered by MM and the MOM Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MM's knowledge, threatened against MM and the MOM Member that questions the validity or enforceability of this Agreement.

18.2 Representations of MH MH hereby represents and warrants to MM and the MOM Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MH and the MO Member, enforceable against MH and the MO Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) [reserved];

(c) Execution. This Agreement has been duly and validly executed and delivered by MH and the MO Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MH's knowledge, threatened against MH or the MO Member that questions the validity or enforceability of this Agreement.

19. MISCELLANEOUS

19.1 Applicable Law; Venue. This Agreement shall, in all respects, be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law principles. Subject only to the arbitration provisions set forth at Section 19.10 of this Agreement, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state courts of the State of California in Los Angeles County or the United States District Court for the Central District of California, for the purposes of any lawsuit, action or other proceeding arising out of or based upon this Agreement and the subject matter hereof. The parties hereto, to the greatest extent permitted by applicable law, hereby irrevocably and unconditionally waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such lawsuit, action or other proceeding brought in the above-named courts or as provided in the arbitration provisions of this Agreement, any claim that it is not subject personally to the jurisdiction of such courts or arbitration tribunal, that its property is exempt or immune from attachment or execution, that the lawsuit, action or proceeding is brought in an inconvenient forum, that the venue of the lawsuit, action or proceeding is improper or that this Agreement may not be enforced in or by such court or tribunal. Final judgment against a party in any such lawsuit, action or proceeding shall be conclusive, and may be enforced in any other jurisdiction (x) by lawsuit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of the liability of the party as therein described or (y) in any other manner provided by or pursuant to the laws of such other jurisdiction.

19.2 Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

19.3 Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their successors and permitted assigns.

19.4 Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

19.5 Entire Agreement. This Agreement (including the Exhibits) executed by each Member constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and any and all prior agreements, understandings or representations with respect to the subject matter hereof and thereof, including without limitation the Term Sheet, are hereby terminated and canceled in their entirety and are of no further force or effect.

19.6 Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any

preceding or succeeding breach of the same or any other provision hereof. No custom, practice or course of dealings which arise among the Members and/or the Managers in the administration hereof shall be construed as a waiver or diminution of the right of any Member or Manager to insist upon the strict performance by any other Member or Manager of the terms, covenants, agreements and conditions herein contained.

19.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile or in portable document format (a/k/a pdf) or other electronic format shall be as binding as original signatures. The parties agree that this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed and each party to this Agreement hereby consents to the use of any third party electronic signature capture service providers as may be chosen by the other party.

19.8 Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

19.9 Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties and their successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement.

19.10 Arbitration. In the event a Member or Manager breaches the terms of this Agreement, the non-breaching party shall have all rights and remedies available at law (for actual damages) and/or in equity; provided that no party shall be liable for consequential, punitive or special damages. Any dispute, controversy or claim arising out of or relating to this Agreement (other than claims for injunctive or equitable relief), including, but not limited to, the interpretation, breach or termination thereof (including whether the claims asserted are arbitrable), shall be referred to and finally determined by arbitration in accordance with the expedited arbitration rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or such other rules as the parties may agree upon. Such arbitration shall be conducted by a single independent arbitrator. The parties to the arbitration shall within five (5) Business Days mutually agree on a single independent arbitrator. If they are unable to agree on an independent person within such five (5) Business Day period, the arbitrator shall be appointed by JAMS in accordance with its rules. Any arbitrator shall be either (A) a retired judge or (B) an attorney with at least twenty (20) years of litigation experience. The place of arbitration shall be Irvine, California. Any award rendered therein shall be final and binding on each and all of the parties thereto and their personal representatives and judgment may be entered thereon in any court of competent jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the

arbitration, including the fees of the arbitrator, and may award attorneys’ fees and costs to the prevailing party. Discovery in accordance with California law shall be permitted. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the parties.

19.11 Expenses. Each party shall be responsible for all fees and expenses incurred by or on behalf of such party in connection with the negotiation and execution of this Agreement and the transfer of interests in the Subsidiaries to the Company

19.12 Further Assurances. The MO Member shall take any and all action, and execute all documents necessary, to complete the assignment to the Company or a Subsidiary of any rights the MO Member has, directly or indirectly through another entity or entities, in and to the Projects.

19.13 Confidentiality. The Members and the Managers agree to keep the contents of this Agreement confidential; provided, however, the Members and Managers may disclose this agreement to their respective Affiliates and to the directors, officers, employees, agents, investors, representatives, attorneys, accountants and other advisors of a Member, a Manager or an Affiliate of a Member or a Manager and disclosure shall be permitted as required in connection with any financing or equity capital obtained or sought by the Company or any Subsidiary, by law (including in connection with any tax filing or audit), in accordance with legal process, or in connection with any dispute hereunder.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

MOM AS Investor Group LLC

By: MOM AS Manager LLC, a Delaware limited liability company, Manager

By: ____________________________ Banayotis Haddad, Manager

MOM AS Manager LLC

By: ____________________________ Banayotis Haddad, Manager

Mohammad Honarkar

Participation Percentages and Capital Percentages

The Participation Percentages of the Members for Projects are as follows:

MOM Member: 50%

MO Member: 50%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Participation Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of the initial Contributions made by the Members for the Projects (other than pursuant to Section 6.2(a)), (ii) plus any Contributions made by such Member under Section 6.2(a), (iii) plus any loan made by such Member under Section 6.2(b) and the denominator of which is (b) the sum of the total initial Contributions made by the MOM Member for the Projects (other than pursuant to Section 6.2(a)), plus the Contributions made by the Members pursuant to Section 6.2(a) plus the loans made by Members pursuant to Section 6.2(b). The deemed Contribution made by a Member under Section 6.2(b) shall not be included in the calculation under the prior sentence.

The Participation Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 0%

MO Member: 100%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(c) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Participation Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d). The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence. The initial Contributions made by the MOM Member as of the date hereof for the Other Owned LLCs are $14,835,000.

The Capital Percentages of the Members for Projects are as follows:

MOM Member: 80.1%

MO Member: 19.9%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Capital Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of the initial Contributions made by the Members for the Projects (other than pursuant to Section 6.2(a)), (ii) plus any Contributions made by such Member under Section

6.2(a), (iii) plus any loan made by such Member under Section 6.2(b) and the denominator of which is (b) the sum of the total initial Contributions made by the MOM Member for the Projects (other than pursuant to Section 6.2(a)), plus the Contributions made by the Members pursuant to Section 6.2(a) plus the loans made by Members pursuant to Section 6.2(b); provided, however, the Capital Percentage of the MO Member may not ever exceed 19.9%. The deemed Contribution made by a Member under Section 6.2(b) shall not be included in the calculation under the prior sentence.

The Capital Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 80.1%

MO Member: 19.9%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(c) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Capital Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d); provided, however, the Capital Percentage of the MO Member may not ever exceed 19.9%. The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence.

Retreat at Laguna Villas, LLC

Sunset Cove Villas, LLC

Duplex at Sleepy Hollow, LLC

Cliff Drive Properties DE, LLC

694 NCH Apartments, LLC

Heisler Laguna, LLC

Exhibit B

Subsidiaries

Exhibit C

First Choice LLC

MOM BS Investco LLC, a Delaware limited liability company.

SECOND AMENDMENT TO OPERATING AGREEMENT OF MOM AS INVESTCO LLC; MOM BS INVESTCO LLC; MOM CA INVESTCO LLC

This Agreement (“Agreement”) is made as of August 26, 2021 (the “Effective Date”) by and among MOHAMMAD HONARKAR and MO Member (collectively, “MH”), MOM AS INVESTCO LLC, a Delawarelimitedliabilitycompany(the“ASCompany”),MOMASMANAGERLLC,aDelawarelimited liability company (“AS Manager”), MOM AS INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”), MOM BS INVESTCO LLC, a Delaware limited liability company (the “BS Company”), MOM BS MANAGER LLC, a Delaware limited liability company (“BS Manager”), MOM BS INVESTOR GROUP LLC, a Delaware limited liability company (“BS Investor”), MOM CA INVESTCO LLC, a Delaware limited liability company, (the “CA Company”; together with the AS Company and the BS Company are sometimes collectively referred to as the “Companies”), MOM CA MANAGER LLC, a Delaware limited liability company (“CA Manager”), and MOM CA INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”). The Companies, together with AS Manager, AS Investor, BSManager, BS Investor, CA Manager and CA Investor are sometimes collectively referred to as the “Non-MH Parties.”

RECITALS

A. The AS Company is governed by an Operating Agreement of the AS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “AS Agreement”).

B. The BS Company is governed by an Operating Agreement of the BS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “BS Agreement”).

C. The CA Company is governed by an Operating Agreement of the CA Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “CA Agreement”; together with the AS Agreement and the BS Agreement are sometimes collectively referred to as the “Operating Agreements”).

D. As of the Effective Date, various of the Other Owned LLCs and Subsidiaries are executing that certain Promissory Note (the “Note”) in the principal amount of Seventeen Million Two Hundred Fifty-Five Thousand Three Hundred Sixteen Dollars ($17,255,316.00) (the “Loan”) in favor of Coastline Santa Monica Investments, LLC. MH is providing a full guaranty of such Loan. All of the proceeds of the Loan are being used for the sole purpose of avoiding a claim made pursuant to a Judgment being made by the beneficiary of the Judgment against the Projects and real property owned by the Other Owned LLCs and Subsidiaries. Such a claim can be avoided by satisfying the Judgment and paying it in full.

E. The parties desire to amend the respective Operating Agreements.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals; Defined Terms. The foregoing recitals are hereby incorporated herein by this specific reference. All capitalized terms used in this Agreement and not otherwise defined shall have the same definitions as are ascribed to them in the Operating Agreements.

2. Amendment: The Operating Agreements are amended by adding the following new Section 9.8(j):

“(j) For the MO Member and MH, Sections 9.8(b) and (c) of this Operating Agreement are modified to add “negligence” immediately after “bad faith”. In addition, the MO Member and MH, jointly and severally, shall indemnify and hold harmless MOM AS Investco LLC, a Delaware limited liability company, MOM AS Manager LLC, a Delaware limited liability company, MOM AS Investor Group LLC, a Delaware limited liability company, MOM BS Investco LLC, a Delaware limited liability company, MOM BSManager LLC,aDelawarelimitedliabilitycompany,MOMBS Investor GroupLLC,a Delaware limited liability company, MOM CA Investco LLC, a Delaware limited liability company, MOM CA Manager LLC, a Delaware limited liability company, and MOM CA Investor Group LLC, a Delaware limited liability company, and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates (individually an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts incurred by an Indemnitee relating to or arising from (i) any intentional fraud, willful misconduct, bad faith, negligence or material breach of this Agreement by the MO Member or MH, or (ii) any fact or circumstance first arising prior to June 8, 2021, with respect to any Project or other asset owned directly orindirectly by the Company (including, without limitation, any asset owned by any of the Other Owned LLCs), or (iii) in the event that said property is sold then any fact or circumstance arising through the date of the sale including the execution of the required sale documents, except, with respect to this clause (iii) only, for any intentional fraud, willful misconduct, bad faith or material breach of this Agreement by any Indemnitee.”

3. Representations & Warranties by the Non-MH Parties. The Non-MH Parties will obtain a written consent from Preferred Bank to the Loan and provide such consent to MH within 90 days following the Effective Date. If the Non-MH Parties are unable to obtain written consent from Preferred Bank within said 90 days and a default under the loan documents is declared as a result of the Loan, then the Non-MH Parties shall refinance the Preferred Bank loan prior to foreclosure. In the event Lone Oak Fund LLC claims a default under its loan documents as a result of the Loan, then the Non-MH Parties shall refinance the Lone Oak loan prior to foreclosure. In the event of a breach by the Non-MH Parties of this Section 3, MH shall have any and all rights and remedies available to him at law and/or in equity.

4. Agreement in Full Force. Except as amended by this Agreement, each Operating Agreement is unchanged and in full force and effect.

5. Prevailing Party: If any action or proceeding is commenced by either party to enforce its rights or remedies under this Agreement (an “Action”), the prevailing party in such Action shall be entitled to recover its actual attorneys’ fees and court costs incurred therewith.

6. Facsimile/PDF; Counterparts. This Agreement may be executed in one or more counterparts. All such counterparts, when taken together, shall comprise the fully executed Agreement. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment toan electronicmail message or signedelectronically using DocuSign or other similar software, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version of this Agreement, delivered in person. This Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT 4

THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.

OPERATING AGREEMENT OF MOM BS INVESTCO LLC

OPERATING AGREEMENT OF MOM BS INVESTCO LLC

THIS OPERATING AGREEMENT OF MOM BS INVESTCO LLC (this "Agreement") is made and entered into as of June 8, 2021, (the "Effective Date"), by and between MOM BS Manager LLC, a Delaware limited liability company ("MM"), as the Managing Manager of the Company, MOM BS Investor Group LLC, a Delaware limited liability company (the "MOM Member"), as a Member, Mohammad Honarkar, as a member (the "MO Member"), and Mohammad Honarkar ("MH"), as the Administrative Manager, with reference to the following facts:

A. On May 21, 2021 (the "Formation Date"), the Certificate of Formation for MOM BS Investco LLC (the "Company") was filed with the Delaware Secretary of State.

B. The Members intend for the Company to engage in the Business described herein.

C. Prior to the Effective Date, Continuum Analytics, a California corporation and an affiliate of MM, and 4G Wireless, Inc., a California corporation and an affiliate of MH documented their preliminary understanding regarding the material terms of the Business and this Agreement in a Term Sheet, dated May 24, 2021, (the "Term Sheet") and they now desire to cause the parties to enter into this Agreement to supersede any previous discussions or documentation regarding the Business and the Company, including without limitation the Term Sheet.

D. The Members now desire to adopt and approve this Agreement as the limited liability company agreement for the Company under the Act.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, as of the Effective Date, the Members hereby incorporate the foregoing recitals into, and make them a part of, this Agreement and agree as follows:

1. DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:

1.1 Act. "Act" means the Delaware Limited Liability Company Act.

1.2 Administrative Manager. "Administrative Manager" has the meaning set forth in Section 9.1(a).

1.3 Affiliates. "Affiliates" of a Person means Persons Controlled by, Controlling or under common Control with such Person, or the family members of a Person.

1.4 Agreement. "Agreement" has the meaning set forth in the first paragraph of this Agreement.

1.5 Approved Budget. "Approved Budget" has the meaning set forth in Section 9.12 of this Agreement.

1.6 Book Value. "Book Value" means for any asset the asset's adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Tax Person

(b) The Book Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Tax Person, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).

(c) The Book Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as reasonably determined by the Tax Person.

(d) The Book Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Book Values shall not be adjusted pursuant to this subsection to the extent the Tax Person determines that an adjustment pursuant to subsection (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection.

(e) If the Book Value of an asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this Section, such Book Value shall thereafter be adjusted by the Book Depreciation (hereafter defined) taken into account with respect to such asset for purposes of computing Profits and Losses. "Book Depreciation" for any asset means for any fiscal year or other period an amount that bears the same ratio to the Book Value of that asset at the beginning of such fiscal year or other period as the federal income tax depreciation, amortization or other cost recovery deduction allowable for that asset for such year or other period bears to the adjusted tax basis of that asset at the beginning of such year or other period. If the federal income tax depreciation, amortization or other cost recovery deduction allowable for any asset for such year or other period is zero, then Book Depreciation for that asset shall be determined with reference to such beginning Book Value using any reasonable method selected by the Tax Person.

1.7 Business Day. “Business Day” means any day other than Saturday, Sunday or any legal holiday observed in the State of California.

1.8 Business Plan. "Business Plan" has the meaning set forth in Section 9.10(a) of this Agreement.

1.9 Capital Account. "Capital Account" means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of any Member's interest in the Company carried out in accordance with the terms of this Agreement, the Capital Account of the transferor Member shall carry over to the transferee Member.

1.10 Capital Percentage. "Capital Percentage" shall mean the percentages for the Members set forth on Exhibit A attached hereto.

1.11 Capital Transaction. "Capital Transaction" means a sale, refinance, exchange, transfer, assignment or other disposition of all or any portion of the assets of the Company or a Subsidiary.

1.12 Cash From Capital Transactions. "Cash From Capital Transactions" means the net proceeds received by the Company from a Capital Transaction that, in the sole discretion of the Managing Manager, are available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Capital Transactions shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from proceeds of a Capital Transaction for a Project and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from proceeds of a Capital Transaction for an Other Owned LLC

1.13 Cash From Operations. "Cash From Operations" means, for any period, such portion of the cash in the Company’s bank accounts that, in the sole discretion of the Managing Manager, is available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Operations shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from cash for the Projects and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from cash for an Other Owned LLC. Cash From Operations shall not include the proceeds of Contributions or Cash From Capital Transactions.

1.14 Cash Reserves. "Cash Reserves" means such amounts as may be estimated by the Managing Manager for payment of costs, expenses and liabilities incident to the business of the Company and for which the cash to make such payments will not, in the reasonable discretion of the Managing Manager, be expected to be available to the Company at or about the time such payments are required to be made, and which therefore, in the reasonable discretion of the Managing Manager, require that cash be set aside periodically to make such payments.

1.15 Certificate of Formation. "Certificate of Formation" means the written instrument filed with the Delaware Secretary of State for the purpose of forming the Company.

1.16 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

1.17 Company. "Company" shall have the meaning set forth in Recital A

1.18 Company Minimum Gain. "Company Minimum Gain" means "partnership minimum gain," as defined in the Regulations promulgated under Section 704(b) of the Code.

1.19 Contribution. "Contribution" means any money or property, or a promissory note or other binding obligation to contribute money or property, or to render services as permitted by law, which a Member contributes to the Company as capital in that Member's capacity as a Member pursuant to this Agreement.

1.20 Control. "Control", "Controlled", and "Controlling" mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise

1.21 Development Budget. "Development Budget" has the meaning set forth in Section 9.10(e) of this Agreement.

1.22 Effective Date. "Effective Date" has the meaning set forth in the first paragraph of this Agreement.

1.23 First Choice LLC. "First Choice LLC" means the limited liability company set forth on Exhibit C attached hereto.

1.24 Fiscal Year. "Fiscal Year" means the calendar year.

1.25 Formation Date. "Formation Date" has the meaning set forth in the recitals to this Agreement.

1.26 GAAP. "GAAP" means United States generally accepted accounting principles

1.27 Hotel Laguna Project. "Hotel Laguna Project" means Hotel Laguna, LLC (and Beach Club), Cliff Village, LLC and all real property owned by either of such limited liability companies (including the real property located at 421 S Coast Hwy and 425 S Coast Highway, Laguna Beach, CA).

1.28 Managers. "Managers" has the meaning set forth in Section 9.1(a)

1.29 Managing Manager. "Managing Manager" has the meaning set forth in Section 9.1(a)

1.30 Mandatory Additional Contributions. "Mandatory Additional Contributions" has the meaning set forth in Section 6.2(a).

1.31 Member or Members. "Member" or "Members" shall mean those Persons entering into this Agreement as a Member, as set forth in the first paragraph of this Agreement, and shall also include any other Person admitted to the Company as a Member in accordance with this Agreement, or a Person who has been admitted as a Member pursuant to applicable law.

1.32 Member Nonrecourse Debt. "Member Nonrecourse Debt" has the meaning ascribed to the term "partner nonrecourse debt" in Regulations Section 1.704-2(b)(4).

1.33 Member Nonrecourse Debt Minimum Gain. "Member Nonrecourse Debt Minimum Gain" means an amount, with respect each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability (as defined in Regulations Section 1.704-2(b)(3)), determined in accordance with Regulations Section 1.704-2(i)(3).

1.34 Member Nonrecourse Deductions. "Member Nonrecourse Deductions" means the Company deductions that are characterized as "partner nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.35 Membership Interest. "Membership Interest" means the interest of a Member in the Company.

1.36 MH Default. "MH Default" means (a) a breach by MH or 4G Wireless, Inc., a California corporation ("4G"), of any of his or its representations, covenants or obligations under the Contribution Agreement, of even date herewith, among MH, 4G, the Company and the other parties named therein, including a failure to contribute the membership interests in a Heldback LLC (as defined in such Contribution Agreement) at the time required thereunder, or (b) a breach of any obligation of MH or the MO Member hereunder with respect to the Other Owned LLCs, (c) a receiver is appointed for any of the membership interests held by the MO Member or (d) a receiver is appointed for any of the Subsidiaries or assets contributed to the Company by the MO Member due to facts or circumstances related to the MO Member or any of its Affiliates; or (e) if MH fails to use best efforts to have his wife execute a stipulation on or after the date hereof which provides 90 days for MH to make the $20 million payment to her and a family court appoints a receiver for any of the membership interests held by the MO Member or any of the Subsidiaries or assets contributed to the Company by the MO Member; provided, however the matters in clauses (c) and (d) shall not be a MH Default if the receiver is appointed by family court and MH uses best efforts to have such receiver removed

1.37 MM Consent. "MM Consent" means the written consent of the Managing Manager in its sole discretion.

1.38 MOM CA Operating Agreement. "MOM CA Operating Agreement" means Operating Agreement for MOM CA Investco LLC, of even date herewith.

1.39 New Audit Procedures. "New Audit Procedures" has the meaning set forth in 9.6.

1.40 Nonrecourse Deductions. "Nonrecourse Deductions" mean the Company deductions that are characterized as "nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.41 Other Owned LLCs. "Other Owned LLCs" means the Subsidiaries, excluding any Subsidiary which becomes a Project pursuant to Section 9.10(h)

1.42 Participation Percentage. "Participation Percentage" means the percentages for the Members set forth on Exhibit A attached hereto.

1.43 Person. "Person" means an individual, partnership, limited partnership, corporation, trust, estate, association, limited liability company or other entity, whether foreign or domestic.

1.44 Priority Return. "Priority Return" means, for the MOM Member, a cumulative return on the aggregate Unreturned Contributions of the MOM Member at a rate of 20% per annum (compounded); provided, however, with respect to the Hotel Laguna Project, "Priority Return" means a cumulative return on the Unreturned Contributions of the MOM Member made for Hotel Laguna Project at a rate of 20% per annum (compounded).

1.45 Profits and Losses. "Profit" and "Loss" means, for each taxable year of the Company (or other period for which Profit or Loss must be computed), the Company's taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(a) All items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(b) Any tax-exempt income of the Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss;

(c) Any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(1)) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from taxable income or loss;

(d) In the event the Book Value of any Company asset is adjusted pursuant to Section 1.6(b), Section 1.6(d) or Section 1.6(e), the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(e) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by

reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704(b)(2)(iv)(m)(4), to be taken into account in determining the Capital Account as a result of a distribution other than in liquidation of a Membership Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(g) Any items which are specially allocated pursuant to Sections 7.2, 7.3, 7.6 and 7.7 hereof shall not be taken into account in computing Profits or Losses.

1.46 Project. "Project" means any Subsidiary which becomes a Project under Section 6.1(d) or 9.10(h).

1.47 Regulations. "Regulations" means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.

1.48 Securities Act. "Securities Act" means the Securities Act of 1933, as amended.

1.49 Subsidiaries. "Subsidiaries" means the limited liability companies described on Exhibit B.

1.50 Tax Person. "Tax Person" means the Person designated as the "Tax Person" under Section 9.6.

1.51 Term Sheet. "Term Sheet" has the meaning set forth in the recitals to this Agreement.

1.52 Transfer. "Transfer" means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer of all or any portion of a Membership Interest.

1.53 Unreturned Contributions. “Unreturned Contributions” means, for the MOM Member the excess (if any) of (a) the aggregate Contributions made by such Member under the MOM CA Operating Agreement, the operating agreement for the First Choice LLC or hereunder (excluding Contributions made under Section 6.6 hereof or under Section 6.6 of the MOM CA Operating Agreement or the operating agreement for the First Choice LLC), over (b) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii), 8.1(b)(ii), 8.2(a)(ii) and 8.2(b)(ii) hereof and any distributions to the MOM Member under the MOM CA Operating Agreement or from the First Choice LLC (other than a distribution to pay the Priority Return or the priority return under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC or a distribution made to return any capital contribution made by the MOM Member to the First Choice LLC or under the MOM CA Operating Agreement); provided,

however, with respect to the Hotel Laguna Project, "Unreturned Contributions" means the excess of (i) the Contributions of the MOM Member made for Hotel Laguna Project under the MOM CA Operating Agreement over (ii) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii) and 8.2(a)(ii) of the MOM CA Operating Agreement from cash attributable to the Hotel Laguna Project

2. FORMATION OF LIMITED LIABILITY COMPANY. The Company has been formed by the filing of the Certificate of Formation with the Delaware Secretary of State pursuant to the provisions of the Act. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability or obligation arising under the Act, this Agreement shall supersede the Act to the extent not mandated thereby.

3. NAME AND PLACE OF BUSINESS.

3.1 Name. The name of the Company shall be MOM BS Investco LLC

3.2 Office; Agent for Service of Process. The name and address of the agent for service of process are as set forth in the Certificate of Formation. The Managing Manager may change the registered office and the registered agent of the Company as the Managing Manager may deem appropriate. The Company shall maintain a principal place of business and office(s) at such place or places as the Managing Manager may from time to time designate.

4. PURPOSE. The purpose of the Company is to engage in (a) any activities with respect to the Subsidiaries (or the assets owned by the Subsidiaries) or the Projects and (b) any and all other activities permitted under the Act and approved by the Managers.

5. TERM OF COMPANY; RECORDINGS.

5.1 Term. The Company commenced as of the Formation Date and shall continue until dissolved, unless sooner terminated as herein provided or by operation of law.

5.2 Qualification. The Company shall file any documents with any other appropriate governmental agencies as may be required by applicable law. The Company shall qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction.

6. CONTRIBUTIONS AND LOANS.

6.1 Initial Contributions.

(a) The MO Member hereby is admitted as a Member with the rights in favor of the MO Member set forth herein and the Participation Percentages and Capital Percentages the MO Member set forth herein in exchange for the Contribution by the MO Member of the membership interests in the Subsidiaries and the Projects.

(b) The MOM Member hereby is admitted as a Member with a Membership Interest with the rights in favor of MOM Member set forth herein and the Participation Percentages and Capital Percentages for the MOM Member set forth herein.

(c) The MO Member shall be responsible for making Contributions to pay for any expense or liability of an Other Owned LLC to the extent such Other Owned LLC has insufficient cash to pay such expense or liability

(d) MH shall provide to the MOM Member all information regarding Laguna Canyon (Laguna Festival Center, LLC, 891 Laguna Canyon Road, LLC, 777 At Laguna, LLC and Laguna Arts District Complex, LLC) reasonably available to MH. Within 30 days after the MOM Member receives all due diligence materials which the MOM Member desires to review with respect to such project, the MOM Member shall provide written notice to MH as to whether the MOM Member desires to make a Contribution with respect to such project and to cause it to be a Project. If the MOM Member agrees to make a Contribution with respect to such Project, then the MOM Member shall make such Contribution in accordance with a timeline and budget established by MH and the MOM Member.

(e) Except as set forth in this Section 6 or Section 9.10, the Members shall not be required to make any additional Contributions or loans to the Company.

6.2 Additional Contributions.

(a) With respect to Project which has been built or, for a Project to be developed, at any time after the completion of construction and opening of such Project to the public, if the MOM Member in its good faith business judgment determines that additional Contributions are required to: (i) implement the provisions of the Business Plan for such Project; and/or (ii) meet contractual obligations or liabilities of such Project, then the MOM Member may provide written notice to all Members calling for additional Contributions (the "Mandatory Additional Contributions"), which notice shall set forth the date on which such Contributions are due (which shall not be less than five Business Days after the date of such notice). Each Member shall make a Contribution equal to 50% of the aggregate Mandatory Additional Contributions being called.

(b) If a Member makes a Mandatory Additional Contribution and the other Member fails to do so (the “Failing Member”), then the funding Member may elect to either: (i) not fund its share; or (ii) cover the Failing Member’s share which shall be treated as a loan which is recourse to the Failing Member and is payable from, but not limited to, any distributions from the Company to the Failing Member. Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the Failing Member. If there is a failing Member, the Company may admit a new Member for purposes of having the Contribution funded by the new Member, so long as the Participation Percentages and Capital Percentages with respect to the Projects provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A.

(c) If all Members agree to make additional Contributions, then the Members shall make such additional Contributions at the times and in the amounts agreed upon by all of the Members.

(d) If the MO Member fails to make the Contributions required under Section 6.1(c), the MOM Member may elect to fund the shortfall to the Company which shall be

treated as a recourse loan to the MO Member that is payable from, but not limited to, any distributions from the Company to the MO Member (and a subsequent Contribution of the proceeds of such loan to the Company by the MO Member). Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the MO Member. In lieu of providing the foregoing loan, the MOM Member may cause the Company to admit a new Member for purposes of having the Contribution funded, so long as the Participation Percentages and Capital Percentages with respect to the Other Owned LLCs provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A.

6.3 Interest on Contributions. No interest shall be paid by the Company on any Contribution made by any Member to the Company.

6.4 Return of Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce (or receive a return of ) such Member's Contribution, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member's Contributions.

6.5 Loans By a Member. Loans by a Member to the Company shall not be considered Contributions for purposes of this Agreement, increase such Member's Capital Account or entitle such Member to any greater share of the Profits, Losses or distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Managing Manager.

6.6 Tax Withholding. If the Company is required to withhold or otherwise pay taxes with respect to the Profits, distributions or Membership Interests of a Member, the Managing Manager may require an additional Contribution (without adjustment to Membership Interests or interests in the distributions or allocations associated with such Member’s Membership Interests) of such Member in the amount of the required tax and/or the Company may withhold such taxes from any distribution to such Member.

6.7 Additional Membership Interests. The MOM Member, in its sole and absolute discretion, is hereby authorized to cause the Company from time to time to issue Membership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Membership Interests, all as shall be determined by the MOM Member in its sole and absolute discretion subject to applicable law, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction, and credit to such class or series of Membership Interests; (ii) the right of each such class or series of Membership Interests to share in Company distributions; and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company; provided, however, the MOM Member shall not be entitled to cause the Company to issue additional Membership Interests which dilute existing Membership Interests disproportionately. In the event that the Company issues additional Membership Interests pursuant to this Section 6.7, the Managing Manager shall be entitled to amend this Agreement as it determines is necessary to reflect the issuance of such additional Membership Interests

7. ALLOCATIONS

7.1 Allocation of Profits and Losses. After giving effect to the special allocations set forth in Sections 7.2, 7.3, 7.6 and 7.7, Profits and Losses in respect of each Fiscal Year of the Company (and, in each case, each item of income, gain, loss, deduction and tax preference, required to be taken into account by the Members separately under Section 702(a) of the Code, which are included in the computation of such Profits and Losses for such year) shall be allocated to the Members in a manner such that the Capital Account of each Member is, as nearly as possible, equal (proportionately) to the excess of:

(a) the distributions that would be made to that Member pursuant to Section 8.2 if:

(i) the Company were dissolved, its affairs wound up and its assets sold for an amount of cash equal to their Book Values;

(ii) all liabilities of the Company were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability); and

(iii) the assets of the Company were distributed to the Members in accordance with Section 8.2 immediately after making such allocation; over

(b) the sum of (i) the Member’s respective share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain; and (ii) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company, computed immediately prior to the hypothetical sale of assets described in Section 7.1(a).

7.2 Allocation of Nonrecourse Deductions. Nonrecourse Deductions for each Fiscal Year shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.3 Member Nonrecourse Deductions. Member Nonrecourse Deductions for each Fiscal Year shall be allocated as required by the Regulations promulgated under Section 704(b) of the Code.

7.4 704(c) Agreement. The Members agree that items attributable to contributed property shall be allocated as required by Section 704(c) of the Code.

7.5 Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.6 Qualified Income Offset. Except as provided in Section 7.7 of this Agreement, if any Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit in said Member's Capital

Account as quickly as possible. For purposes of this Section 7.6, the Member's Capital Account, as of the end of the relevant Fiscal Year, shall take into account the adjustments described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), any amount of any deficit Capital Account balance which the Member is obligated to restore, and any amount of any deficit Capital Account balance which the Member is deemed obligated to restore pursuant to the Regulations promulgated under Section 704(b) of the Code.

7.7 Minimum Gain Chargeback. Prior to any allocation hereunder, if there is a net decrease in the Company Minimum Gain during a Company taxable year, each Member shall be allocated items of income and gain in accordance with the Regulations promulgated under Section 704(b) of the Code and its requirements for a "minimum gain chargeback." If there is a net decrease in minimum gain attributable to debt associated with Member Nonrecourse Deductions, income and gain shall be allocated to the Members in accordance with the Regulations.

7.8 Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations. Whenever items of income or loss of the Company allocable hereunder consist of items of different character for tax purposes (i.e., ordinary income, long-term capital gain, depreciation recapture, interest expense, etc.) the items of income or loss of the Company allocable to each Member shall include, to the extent possible, its pro rata share of each such item; provided, however, in making allocations of depreciation recapture under Section 1245 or Section 1250 of the Code, or unrecaptured Section 1250 gain under Section 1(h) of the Code, principles consistent with those of Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

7.9 No Deficit Restoration Obligation. At no time during the term of the Company or upon dissolution and liquidation thereof shall a Member with a negative balance in its Capital Account have any obligation to the Company or the other Members to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

8. DISTRIBUTIONS

8.1 Distribution of Cash From Operations.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Projects shall be distributed as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(b)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return for Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance of the MOM Member for Contributions made hereunder for the Projects is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Projects; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the operating agreement for the First Choice LLC or under the MOM CA Operating Agreement and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the operating agreement for the First Choice LLC or under the MOM CA Operating Agreement and such reduction shall be distributed to the MOM Member.

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Other Owned LLCs shall be distributed as follows:

(i) First, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member has received cumulative distributions under this clause (i) and Sections 8.1(a)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Other Owned LLCs

8.2 Distributions of Cash From Capital Transactions.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Projects shall be distributed/paid as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(b)(i) and any distributions under the MOM CA Operating Agreement or from the First Choice LLC to pay the Priority Return for Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance for Contributions made under this Agreement by the MOM Member for the Projects is reduced to zero;

(iii) Next, if distributions from Other Owned LLCs were used to

reduce the Unreturned Contribution balance for Contributions made under this Agreement for the Projects by the MOM Member to zero, then to the MO Member in an amount equal to such distributions from the Other Owned LLCs; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member;

(iv) Next, until the MO Member has received cumulative distributions pursuant this clause (iv) equal to $35,000,000, the balance shall be divided among the Members pro-rata based on the Capital Percentages of the Members, with the amount payable to the MOM Member being a fee to the MOM Member for services to the Company in connection with the Capital Transaction and the amount payable to the MO Member being a distribution; provided, however, 50% of the distributions made under Section 8.2(a)(i) to the MOM Member shall be deducted from the fee payable under this clause (iv) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iv) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member; and

(v) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Projects; provided, however, if the entire 50% of the distributions made under Section 8.2(a)(i) to the MOM Member is not deducted from the fee payable under Section 8.2(a)(iv), then the portion not deducted shall be deducted from the distributions to the MOM Member under this clause (v) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (v) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under the MOM CA Operating Agreement or the operating agreement for the First Choice LLC and such reduction shall be distributed to the MOM Member

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Other Owned LLCs shall be distributed/paid as follows:

(i) First, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member

has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(a)(i) and any distributions from a First Choice LLC in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero; and

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Other Owned LLCs.

8.3 Offset. If any amounts are owed to the Managing Manager or the MOM Member by the MO Member hereunder, the MO Member hereby authorizes the Managing Manager to pay such amounts from any distributions to be made to the MO Member hereunder. Such payment shall be deemed a distribution to the MO Member and then a payment by the MO Member to the Managing Manager or the MOM Member.

8.4 To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no Person shall be considered a Member in the Company. Any distribution by the Company to the Person shown on the Company records as a Member, or to such Member's legal representatives, or to a named assignee of the right to receive distributions, shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of an assignment by a Member or for any other reason.

9. MANAGEMENT.

9.1

Managers.

(a) Generally. The Company shall be managed by a Person or Persons acting as a "manager" as that term is defined under the Act (each "Manager"). The Managers may be, but shall not be required to be, a Member. One Manager is designated as the managing Manager (the "Managing Manager"). There may be another Manager designated as the administrative Manager (the "Administrative Manager") and the other Manager is designated as the managing Manager (the "Managing Manager"). The initial Managing Manager shall be MM, which shall hold the office of Managing Manager for an indefinite term unless and until MM resigns (in which event the MOM Member shall designate a replacement Managing Manager). The initial Administrative Manager shall be MH, which shall hold the office of Administrative Manager for an indefinite term unless and until MH resigns or is replaced or removed by the Managing Manager. To the fullest extent permitted by law, the Members acknowledge and agree that no Member of the Company nor a Manager owes any fiduciary or other duties to the other Members, to the Managers or to the Company and all such duties are hereby waived by the Members, the Managers and the Company. Unless another standard is specifically provided in this Agreement, each party to this Agreement shall act reasonably with respect to the other parties in carrying out its responsibilities and exercising its rights set forth in this Agreement.

(b) Resignation A Manager may resign from its position as Manager at any time upon giving notice to the other Manager without liability resulting solely from such

resignation to the Company or any of its Members. Resignation shall not affect in any manner membership interest in the Company held by a Manager as a Member. Such resignation shall become effective as set forth in such notice. The Managing Manager shall have the sole authority to designate a replacement for a Manager which resigns (including a replacement for itself upon a resignation by it)

(c) Removal The Managing Manager shall not be subject to removal for any reason. The Managing Manager shall be entitled to remove the Administrative Manager at any time; upon such removal the Managing Manager shall have the sole discretion as to whether to appoint a substitute Administrative Manager.

9.2 Authority Delegated to Administrative Manager. The Administrative Manager shall only have the duties regarding day to day operations designated in writing to it by the Managing Manager.

9.3 General Powers of the Managing Manager.

(a) Other than duties delegated to the Administrative Manager pursuant to Section 9.2 and as set forth in Section 9.3(b), the Company’s business shall be managed by the Managing Manager and the Managing Manager shall be entitled to take all action on behalf of the Company. The Managing Manager shall be responsible for the management of the Company’s business and shall have all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. Without limiting the generality of the foregoing, the Managing Manager shall have the sole power and authority (a) to take all action on behalf of the Company as the member of each Subsidiary, including, without limitation, the power to determine whether to sell, exchange or dispose of any ownership interests in, or property held by, any Subsidiary, (b) to retain legal counsel or accountants (including tax accountants), and (c) to manage all disbursements under any loan made to any Subsidiary or with respect to any Project

(b) With respect to the Other Owned LLCs and the assets owned by the Other Owned LLCs, the Managing Manager shall not be entitled to sell the ownership interests in an Other Owned LLC or the assets owned by an Other Owned LLC without the prior written consent of MH, except no consent is required if an MH Default has occurred or if the fifth anniversary of the Effective Date has occurred.

9.4 Other Payments. Other than the rights to distributions and the reimbursement of certain expenses as provided in this Agreement, no Member nor any of its Affiliates shall receive any compensation or other payment from the Company.

9.5 Members

(a) Member Meetings. The Managing Manager may hold meetings of the Members at such place as the Managing Manager may determine or may at any time call for a vote without a meeting of the Members on matters on which they are entitled to vote as specifically provided in this Agreement. Written notice of a meeting or vote shall be given to the Members not less than ten (10) Business Days before the date of the meeting or vote. Each notice of meeting or vote, if any, shall contain a detailed statement of any resolution to be

adopted by the Members and any proposed amendment to the Agreement. A Member shall be entitled to vote at a meeting in person or by written proxy delivered to the Managing Manager prior to the meeting. Nothing in this Section 9.5 shall be deemed to give any Member the right to vote on any matters other than those specifically set forth in the other provisions of this Agreement.

(b) Action by Written Consent. The Managing Manager may allow the Members to take action without any meeting of the Members by written consent setting forth the action to be approved. The approval or consent of the Members required pursuant to this Agreement shall mean Member Consent unless specifically provided otherwise in this Agreement.

(c) No Authority of Members to Act on Behalf of the Company. Unless authorized to do so by the Managing Manager in writing, no Member, agent, or employee of the Company shall have any power or authority to act on behalf of the Company, to bind the Company in any way, to execute any instrument on behalf of the Company or to render the Company liable in any way. Except as expressly set forth in this Agreement, no Member (other than a Member acting in the capacity of a Manager, having been delegated certain duties and responsibilities by the Managing Manager or as set forth herein, and only to the extent of such duties and responsibilities) shall have a right to participate in the control, operation, management or direction of the Company

9.6 Tax Person. The Members acknowledge the recent passage of the BiPartisan Budget Act of 2015, H.R. 1314, which contains, among other things, revisions to the audit procedures for Persons treated as partnerships for U.S. federal income tax purposes (the "New Audit Procedures"). The New Audit Procedures generally are effective for federal tax returns filed for partnership tax years commencing after December 31, 2017. The Managing Manager shall serve as the "partnership representative" as that term is defined in Section 6223 of the Code (as in effect under the New Audit Procedures) (the "Tax Person"). If the Managing Manager is subsequently unable or unwilling to serve as the Tax Person, then another Person designated by the Managing Manager (and consented to by such Person) shall serve as the Tax Person The Tax Person shall have all powers necessary and appropriate in connection with such role, including without limitation representing the Company in any tax audit, proceeding or dispute with the Internal Revenue Service or state or local tax authority, consenting to extending the statute of limitations for assessing tax against a Member and/or the Company attributable to a Company item, negotiating and entering into a settlement agreement, contesting any proposed adjustment of a Company item, the payment of any tax liability imposed by the New Audit Procedures or the allocation of such liability pursuant to the New Audit Procedures and any and all elections in connection therewith. Each Member shall be charged and shall indemnify the Company for the portion of any imputed underpayment paid by the Company attributable to such Member as determined by the Tax Person. This indemnity shall survive each Member's withdrawal as a Member of the Company, the sale of any Company assets and the dissolution of the Company. The Tax Person may make all tax elections and execute all waivers and consents for tax purposes on behalf of the Company

9.7 Execution of Documents. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature

whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the Managing Manager or the Person or Persons designated from time to time by the Managing Manager. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to a Subsidiary or on behalf of a Subsidiary, shall be signed by the Person or Persons designated from time to time by the Managing Manager

9.8 Liability/Indemnification

(a) For purposes of this Agreement, "Indemnified Persons" means the Members, a Manager and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates.

(b) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Company or to the Members for any acts performed within the scope of the authority conferred on such Indemnified Person by this Agreement, except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement.

(c) The Company shall indemnify and hold harmless the Indemnified Persons from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnified Person by reason of any act performed or omitted to be performed by such Member or Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company) in connection with the business of, or on behalf of, the Company or by reason of the fact such Indemnified Person was a Member, Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company), except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement. Such indemnification shall be provided regardless of whether the Member or Manager continues to act as Member or Manager (or the other Indemnified Person continues to act in his or her capacity with respect to the Member or Manager or the Company) at the time any such liability or expense is paid or incurred.

(d) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to indemnification pursuant to this Section 9.8, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking in a form satisfactory to the Company by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such Person is not entitled to be indemnified under this Section 9.8

(e) The indemnification provided by this Section 9.8 shall be in addition to any other rights to which the Indemnified Person may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person.

(f) The Company may purchase and maintain insurance, at the Company's expense, on behalf of the Indemnified Persons as the Managing Manager shall determine (but only as approved in an Approved Budget) against any liability that may be asserted against, or any expense that may be incurred by, such Persons in connection with the activities of the Company and/or the acts or omissions of such Persons regardless of whether the Company would have the power to indemnify such Persons against such liability under the provisions of this Agreement.

(g) Any indemnification under this Section 9.8 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.8.

(h) Except as set forth in the Act, no Member shall be liable under a judgment, decree or order of a court, or in any other manner, for the debts, liabilities, or obligations of the Company; provided, however, nothing contained in this Section 9.8 shall limit the obligation of a Member to make Contributions required under this Agreement.

(i) Notwithstanding anything to the contrary in this Section 9.8, if any Manager or Member or its Affiliate enters into a separate agreement to provide services to the Company, then the rights (including rights to indemnification), liabilities and obligations of such Manager or Member or its Affiliate, in its capacity as service provider under such agreement, shall be governed by the terms and provisions of such service agreement, and the terms and provisions hereof shall not apply nor shall the Company be obligated to indemnify such Manager, Member or its Affiliate against any claims arising in connection with such agreements, unless and to the extent required by the terms of provisions thereof.

9.9 Other Business Ventures.

(a) MH shall not, directly or indirectly, engage in or possess any interest in other business ventures of any nature and description, independently or with others, that adversely affect the real estate projects owned by any Subsidiary or the Company

(b) MM may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company, nor the other Members shall have, and each of them hereby expressly waives, relinquishes and renounces, any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom. Moreover, MM shall not be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and MM shall have the right to take for its own account, for the account of other business entities of which it is an owner, or to recommend to others any such particular investment opportunity.

9.10 Projects.

(a) The Administrative Manager shall prepare an initial business plan for each Project, including, without limitation, detailed timelines, budgets, pro-formas, execution strategies and proposed vendors. The Managing Manager, in its sole discretion, may

amend/reject any business plan proposed by the Administrative Manager for each Project. A business plan for a Project approved by the Managing Manager is referred to herein as the "Business Plan" for such Project.

(b) On a Project-by-Project basis, the Managing Manager shall determine how the construction is handled

(c) The Managers shall have regular (no less than monthly) business calls to discuss implementation of the Business Plan for each Project. The Managing Manager will execute the capital expenditure plan (including tenant improvements) for each Project which is not under construction per the Business Plan for such Project.

(d) If the Managing Manager elects to obtain third-party debt financing for a Project, and any such lender requires environmental indemnities, guaranties (whether full or non-recourse carve-outs) or any other indemnities as part of such financing, the MOM Member will provide the same, but, as between the Members, each Member shall be responsible for paying the portion of any claim under such indemnities or guaranties on a 50/50 basis.

(e) The development budget for the development of any Project shall be determined by the Managers (the budget approved by the Managers is referred to herein as the "Development Budget"). All pre-development costs for a Project within the Development Budget shall be paid with Contributions by the Members on a 50/50 basis; provided, however, if the MOM Member determines not to invest in a Project, then such Project shall be deemed an Other Owned LLC and the MO Member shall make Contributions to pay all costs associated with such Project.

(f) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the general contractor for construction of any Project and the guaranteed maximum price construction contract with such general contractor for such construction (including the market-rate compensation to be paid to such general contractor for its services).

(g) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the architect for construction of any Project.

(h) The MOM Member shall be entitled to determine to conduct rehabilitation or construction of property owned by an Other Owned LLC, in which event the Other Owned LLC shall become a Project.

9.11 Fees.

(a) For each Project which is to be constructed, the Administrative Manager (or its designee) will receive a fee equal to 4% of total construction costs (excluding such fee) or such lesser amount as an unaffiliated lender requires (for each Project, the "Construction Management Fee"), in exchange for the Administrative Manager (or its designee) overseeing construction of such Project. Such fee shall be payable from funds provided for such construction and shall be paid pursuant to a schedule reasonably determined by the Managing Manager, subject to approval of any construction lender. In the event that the Managing

Manager reasonably determines that the Administrative Manager (or its designee) is not satisfying the performance standards relative to reaching the goals in the Business Plan for a Project, the Managing Manager shall have the right to terminate the services of the Administrative Manager (or its designee) with respect to overseeing construction of such Project upon thirty (30) days’ written notice. Upon such termination, the Administrative Manager and any designee thereof shall not be entitled to receive any unpaid portion of the Construction Management Fee. No termination under this clause (a) shall result in a loss of any capital account of the MO Member or a loss of any right of the MO Member to distributions hereunder.

(b) In exchange for asset management services to Company, the Managing Manager (or its designee) shall receive the following fees: (i) 1% of total equity raised for each Project, with this being a one-time fee that shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager (however, such fee shall not be paid prior to the third anniversary of the Effective Date unless an MH Default occurs); (ii) 1% of the gross revenue of each Project for which the MOM Member has made a Contribution payable in monthly installments in arrears; this fee shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager; and (iii) 1% of the gross sale and/or refinance proceeds for each Project payable at the closing of such sale or refinance; provided, however, the fee payable under this clause (iii) shall be subject to an aggregate cap of $160 million.

9.12 Operating Budgets. For each Project that has been completed, no less than 30 days prior to the completion of each Fiscal Year, the Managers shall work in good faith to approve an operating budget for such Project for the next Fiscal Year. If the Managers cannot agree upon an operating budget for a Fiscal Year, then the operating budget for the current Fiscal Year shall continue in effect as the approved operating budget for the next Fiscal Year until the Managers approve a new operating budget. An operating budget approved hereunder shall be referred to herein as an "Approved Budget".

9.13 Special Indemnity. The MO Member shall indemnify the Managing Manager and the MOM Member for all damages, losses, claims, expenses or liabilities incurred by the Managing Manager and the MOM Member with respect to any litigation with respect to a Project pending on the date hereof The MO Member shall pay all costs and expenses of defending such litigation; such payments shall not be deemed a loan or Contribution to the Company and the MO Member shall not be entitled to reimbursement from the Company or a Subsidiary for such costs and expenses If a Project is subject to pending litigation on the date hereof and the MOM Member has made a Contribution with respect to such Project, then the MOM Member shall be entitled to cause such litigation to be settled in its sole discretion; provided, that the Administrative Manager can block such settlement by purchasing (or causing the MO Member to purchase) from the MOM Member its indirect interest in such Project for a purchase price equal to the amount the MOM Member would receive under Section 8.2(a) hereof if such Project was sold for the appraised “as-built” value as determined by an appraiser mutually agreed to by the Managers and the proceeds thereof were distributed under Section 8.2(a) hereof and obtaining a full release of any guaranties or indemnities provided by MM, the MOM Member or any Affiliate of MM or the MOM Member under any financing for such Project (if such purchase occurs, then the Project shall become an Other Owned LLC).

9.14 Officers The Managing Manager may, from time to time, appoint one or more persons to be officers of the Company. Unless the Managing Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, subject to the terms of this Agreement and any written employment agreement of such individual with the Company. No such appointment and no prescribed duties will reduce or dilute the power of the Managing Manager as set forth herein or at law. The Managing Manager may remove any officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the officer removed or of the Company or of any other Person. Any officer may resign at any time by giving written notice to the Managing Manager. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

9.15 Affiliate Transaction. No agreement between the Company, on the one hand, and the Administrative Manager, the MO Member or an Affiliate of the Administrative Manager or the MO Member, on the other hand, shall be effective unless approved in writing by the Managing Manager. No agreement between the Company, on the one hand, and the Managing Manager, the MOM Member or an Affiliate of the Managing Manager or MOM Member, on the other hand, shall be effective unless approved in writing by the Administrative Manager, except for an agreement expressly provided for herein.

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS

10.1 Limitations on Transfers.

(a) No Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest, nor shall any Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling such Member, without MM Consent. Notwithstanding the foregoing, the MOM Member shall not for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest (other than a Transfer to an Affiliate of the MOM Member), nor shall the MOM Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling the MOM Member, without the prior written consent of MH (which shall not be unreasonably withheld, delayed or conditioned) ("MH Consent") except such MH Consent is not required if the manager of the MOM Member does not change in connection with such Transfer. Any Transfer not expressly permitted in this Agreement shall be null and void. Whether or not MM Consent or MH Consent is required for a Transfer, a transferee of a Membership Interest shall have the right to become a substitute Member only if (i) such Person executes an instrument satisfactory to the Managing Manager accepting and adopting the terms and provisions of this Agreement, and (ii) such Person pays any reasonable expenses in connection with his or her admission as a substitute Member. Neither the admission of a substitute Member nor any Transfer complying with Section 10 shall release the Member

who assigned the Membership Interest from any liability that such Member may have to the Company.

(b) No Transfer of any Membership Interest may be made which (i) could cause a termination of the Company for federal income tax purposes; (ii) alone or in conjunction with any other Transfer, might adversely affect, or tend to affect adversely, the characterization of the Company as a partnership for federal income tax purposes; (iii) could result in the assets of the Company being considered by law to be assets of employee benefit plans and therefore subjecting those assets to the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended; or (iv) violates the Securities Act and any rules promulgated thereunder and any similar state ‘Blue Sky" laws. In addition, in no event may a Transfer occur which results in more than ninety-nine (99) beneficial owners of Membership Interests.

10.2 [reserved].

10.3 Drag Along Sale. If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MOM Member shall have the option (the "Drag-Along Option") to require the other Members (individually a "Drag Member" and collectively the "Drag Members") to sell, to the prospective purchaser acquiring the Membership Interests held by the MOM Member, the Membership Interests held by each Drag Member. If the MOM Member exercises the Drag-Along Option, then (a) each of the Members shall receive an amount in respect of Membership Interests sold equal to the amount that such Member would have received in respect of such Membership Interests if the Drag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section 6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Drag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Drag Along Option shall be exercisable by delivery of written notice to the Drag Members by the MOM Member. For purposes of this Section 10.3, "Drag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the sale of the Membership Interests pursuant to this Section 10.3, excluding amounts relating to market employment arrangements

10.4 Tag Along Sale. If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MO Member shall have the option (the "Tag-Along Option") to require the purchaser of such Membership Interests to purchase the Membership Interests held by the MO Member. If the MO Member exercises the Tag-Along Option, then (a) the MO Member shall receive an amount in respect of the Membership Interests sold by the MO Member equal to the amount that such Member would have received in respect of such Membership Interests if the Tag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section

6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Tag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Tag-Along Option shall be exercisable by the MO Member by delivery of written notice to the MOM Member during the five Business Day period after the MO Member received written notice from the MOM Member of the terms and conditions of the proposed sale of the Membership Interests held by the MOM Member. For purposes of this Section 10.4, "Tag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the sale of Membership Interests pursuant to this Section 10.4, excluding amounts relating to market employment arrangements, provided that such net purchase price shall be grossed-up (as determined by the MOM Member) to account for any Membership Interests not being purchased pursuant to this Section 10.4.

10.5 Buy-Out. At any time after the fifth anniversary of the Effective Date, the MOM Member may propose to purchase the MOM Member's interest in any Project (each such Project, a “Buy-Out Project”) by delivering written notice of the MOM Member’s desire to purchase such Buy-Out Projects to the MO Members (the "Buy-Out Notice"). The MO Member shall have the right to accept the terms of purchase set forth in the Buy-Out Notice or request that the price for the purchase be established by the appraisal process set forth in this Section, in each case by delivery of written notice to the MOM Member within 15 days after delivery of the BuyOut Notice (the "Acceptance Period"). If the request set forth in the prior sentence (the "Appraisal Request") is not delivered within the Acceptance Period, then the MO Member shall be deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice. If the Appraisal Request is delivered within the Acceptance Period, (a) promptly after such Appraisal Request is delivered, the MOM Member (on the one hand) and the MO Members (on the other hand) will each engage an independent appraiser to perform an appraisal of each Buy-Out Project for its highest and best use, (b) if the two appraisals for any one Buy-Out Project are within five percent (5%) of each other, then the value for that Buy-Out Project shall be the average of the two appraisals, (c) if the two appraisals for any one Buy-Out Project are not within five percent (5%) of each other, then (x) the two existing appraisers shall select a third independent appraiser to perform an appraisal of the Buy-Out Project for its highest and best use and (y) the value for that Buy-Out Project shall be the average of (i) the third appraisal and (ii) whichever of the first two appraisals is closest to the third appraisal and (d) the purchase price for the MO Member's interest in such Buy-Out Project shall be the portion of the Cash From Capital Transactions attributable to a sale of such Buy-Out Project at such value which the MO Member would receive under Section 8.2; provided, however, the MOM Member has no obligation to purchase the Membership Interests for such price, (e) if the MOM Member desires to purchase the Membership Interests held by the MO Member for the price established under the foregoing clause (d), the MOM Member shall deliver written notice to the MO Member within 60 days after the MOM Member delivers to the MO Member the calculation of the purchase price under the foregoing clause (d), and (f) if the MOM Member does not deliver written notice under the foregoing clause (e) within the 60 day period set forth therein, the MOM Member shall be deemed to have elected not to purchase the MO Member's interest in such BuyOut Project for such price. If the MO Member accepts or is deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the end of the

Acceptance Period. If the Appraisal Request is delivered and the MOM Member elects to purchase the MO Member's interest in such Buy-Out Project for the price established under clause (d) of this subsection, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the date on which the MOM Member delivers written notice of its election to purchase under clause (e) of this subsection. The transfer of the MO Member's interest in such Buy-Out Project shall be made pursuant to an assignment under which the MO Member represents he owns such interest free and clear of all security interests, lien, claim of ownership, right of first refusal or options of any kind and have the authority to sell interest without obtaining the consent or authorization from any Person or governmental authority.

10.6 No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.

10.7 New Members. No new Member may be admitted into the Company, and no Membership Interests may be issued, without MM Consent.

11. DISSOLUTION AND WINDING UP OF THE COMPANY.

11.1 Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events:

(a) MM Consent to dissolve;

(b) The sale or other disposition of all or substantially all of the assets of the Company;

(c) The termination of the Company pursuant to Section 5.1; or

(d) Entry of a judicial decree of dissolution pursuant to the Act.

11.2 Winding Up of the Company. Upon dissolution of the Company, the Managing Manager shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section 11.2 and the Act. Profits, Losses, Nonrecourse Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:

(a) First, to pay expenses of liquidation;

(b) Next, to pay the debts of the Company to third parties other than the Members;

(c) Next, to pay the debts of the Company owing to creditors who are Members;

(d) Next, to the establishment of any Cash Reserves which are reasonably determined to be necessary for contingent liabilities; and

(e) Thereafter, to the Members, in accordance with Section 8.2; provided, however, that the final Capital Account balances of each of the Members prior to the distribution contemplated by this Section 11.2(e), as determined by taking into account all Capital Account adjustments required by this Agreement, are intended to equal the amount that each Member will receive pursuant to Section 8.2. If, for any reason, the distributions pursuant to this Section 11.2(e) (in accordance with Section 8.2) do not result in the same distribution to each Member as would a distribution to the Members in accordance with their positive Capital Account balances upon liquidation of the Company, then the Profits and Losses of the Company and items thereof (including gross income and gross deduction) for the taxable year of the distribution contemplated by this Section 11.2(e) and, if necessary and agreed to by the Managing Manager in its sole discretion, for all prior taxable years for which amended federal tax returns can be filed, shall be revised or amended to the extent possible in order that the final Capital Account balance of each of the Members, prior to the distribution contemplated by this Section 11.2(e) (in accordance with Section 8.2) equals the amount that such Members will receive when the remaining proceeds available for distribution to the Members are distributed pursuant to Section 8.2.

11.3 Right To Receive Property. The Members shall have no right to demand or receive property other than cash in return for their Contributions.

12. BOOKS AND RECORDS; EXPENSES

12.1 Books of Account. The Managing Manager shall, at the Company's sole cost and expense, keep separate, full and accurate books and records of the Company wherein shall be recorded and reflected all of the Contributions and all of the income, expenses and transactions of the Company and a list of the names and addresses of the Members in alphabetical order. The Administrative Manager or a Member shall have the right at any time to inspect the Company’s books and records.

12.2 Accounting and Reports.

(a) Monthly and Annual Reports. The Managing Manager shall, at the Company's sole cost and expense, cause the following to be delivered to the Members on a monthly basis, provided the unaffiliated property management company provides to the Managing Manager the appropriate information for the Managing Manager to prepare applicable financial statement (each shall be prepared in accordance with GAAP, consistently applied, except the monthly financials shall not contain footnotes and shall be subject to normal year-end adjustments):

(i) A balance sheet for the Company as of the end of the month for each of the first 11 months in a Fiscal Year together with a profit and loss statement for the period then ended; and

(ii) For each Fiscal Year, a balance sheet for the Company as of the end of such Fiscal Year together with a profit and loss statement for the year then ended

(at the request of the MOM Member, such financial statements shall be audited by an accounting firm selected by the Managing Member).

The financial statements described in the foregoing clause (i) shall be delivered by the 25th day of the month following the last month in the period subject to such financial statements. The financial statements described in the foregoing clause (ii) shall be delivered by the March 31 after the end of the applicable Fiscal Year.

(b) Tax Returns. The Managing Manager shall engage a firm of independent certified public accountants to review, or sign as preparer, all federal, state and local tax returns which the Company is required to file. The Managing Manager shall deliver to the Members copies of all federal, state and local income tax returns and information returns, if any, which the Company is required to file.

12.3 Banking. The funds of the Company shall be deposited into such account or accounts as are designated by the Managing Manager. All withdrawals of funds of the Company from bank accounts shall be made upon checks (or wire transfer authorizations) signed by the Managing Manager or the Person or Persons designated by the Managing Manager.

12.4 Expenses of Company. All direct expenses incurred in connection with conducting the Company's Business shall be billed to and paid by the Company. If any such expense is paid directly by a Manager or any Affiliate of a Manager, such Person may be reimbursed for such direct expenses without interest.

13. ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Membership Interests in the Company, or in the event of a distribution of the property of the Company to any Member hereto, the Managing Manager may, in its sole discretion, file an election in accordance with Section 754 of the Code and applicable Treasury Regulations to cause the basis of the Company's property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.

14. WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.

15. AMENDMENTS

15.1 Member Consent Required. Subject to Section 15.2 and the rights of the Managing Manager pursuant to Section 6.7, amendments to this Agreement may be made only if approved by the Members (and a Manager, if the amendment affects any of the rights or obligations of such Manager)

15.2 No Member Consent Required. Notwithstanding any provision of this Agreement, the following amendments to this Agreement may be made by the Managing Manager without any approval of any other Member:

(a) To reflect assignments of Membership Interests and substitutions of Members that comply with Section 10; and

(b) To reflect Contributions by the Member

16. NOTICES. Any notice, communication, request, reply or advice provided for or permitted by this Agreement to be made or accepted by any party must be in writing. Notice may, unless otherwise provided herein, be given or served by: (i) delivering the same to such party in person or by commercial courier or personal messenger; (ii) electronic delivery via Email (which may include a .pdf, .tif, .gif, .jpeg or similar attachment to the electronic mail message); or (iii) depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express or UPS. Notice given in any of the foregoing manners shall be effective only if and when delivered to (or refusal to accept delivery by) the party to be notified, or in the case of electronic mail, upon the entrance of such electronic mail into the information processing system designated by the recipient’s e-mail address provided that the date of transmission is a Business Day (and the transmission is transmitted prior to the close of business) and further provided that: (i) an overnight delivery is forwarded to the party being noticed on the same day as the electronic transmission; or (ii) there is a confirmed receipt of delivery by the sender’s server; or (iii) the recipient sends a reply email acknowledging receipt. The parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least one (1) Business Day prior written notice to the other party. For the purposes of notice, the addresses of the Managers and the Members, until changed, shall be as follows:

If to MH or the MO Member:

c/o 4G Wireless, Inc.

8871 Research Dr. Irvine, CA 92610

Attention: Mohammad Honarkar

Email: mhonarkar@4g-ventures.com

Copies to:

Much Shelist, P.C.

660 Newport Center Drive, Suite 900

Newport Beach, CA 92660

Attention: Glenn D. Taxman

Email: gtaxman@muchlaw.com

If to MM or the MOM Member:

c/o Continuum Analytics

520 Newport Center Drive, Suite 480

Newport Beach, CA 92660

Attention: Mahender Makhijani

Email: mahender@continuumanalytics.com

17. ATTORNEYS' FEES. Should any party hereto institute any arbitration, action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs for services rendered to the prevailing party in such action or proceeding.

18. REPRESENTATIONS OF THE MEMBERS.

18.1 Representations of MM MM hereby represents and warrants to MHI and the MO Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MM and the MOM Member, enforceable against MM and the MOM Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) Authority. Each of MM and the MOM Member has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by MM or the MOM Member is necessary to authorize the execution or delivery of this Agreement;

(c) Execution. This Agreement has been duly and validly executed and delivered by MM and the MOM Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MM's knowledge, threatened against MM and the MOM Member that questions the validity or enforceability of this Agreement.

18.2 Representations of MH MH hereby represents and warrants to MM and the MOM Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MH and the MO Member, enforceable against MH and the MO Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) [reserved];

(c) Execution. This Agreement has been duly and validly executed and delivered by MH and the MO Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MH's knowledge, threatened against MH or the MO Member that questions the validity or enforceability of this Agreement.

19. MISCELLANEOUS

19.1 Applicable Law; Venue. This Agreement shall, in all respects, be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law principles. Subject only to the arbitration provisions set forth at Section 19.10 of this Agreement, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state courts of the State of California in Los Angeles County or the United States District Court for the Central District of California, for the purposes of any lawsuit, action or other proceeding arising out of or based upon this Agreement and the subject matter hereof. The parties hereto, to the greatest extent permitted by applicable law, hereby irrevocably and unconditionally waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such lawsuit, action or other proceeding brought in the above-named courts or as provided in the arbitration provisions of this Agreement, any claim that it is not subject personally to the jurisdiction of such courts or arbitration tribunal, that its property is exempt or immune from attachment or execution, that the lawsuit, action or proceeding is brought in an inconvenient forum, that the venue of the lawsuit, action or proceeding is improper or that this Agreement may not be enforced in or by such court or tribunal. Final judgment against a party in any such lawsuit, action or proceeding shall be conclusive, and may be enforced in any other jurisdiction (x) by lawsuit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of the liability of the party as therein described or (y) in any other manner provided by or pursuant to the laws of such other jurisdiction.

19.2 Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

19.3 Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their successors and permitted assigns.

19.4 Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

19.5 Entire Agreement. This Agreement (including the Exhibits) executed by each Member constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and any and all prior agreements, understandings or representations with respect to the subject matter hereof and thereof, including without limitation the Term Sheet, are hereby terminated and canceled in their entirety and are of no further force or effect.

19.6 Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any

preceding or succeeding breach of the same or any other provision hereof. No custom, practice or course of dealings which arise among the Members and/or the Managers in the administration hereof shall be construed as a waiver or diminution of the right of any Member or Manager to insist upon the strict performance by any other Member or Manager of the terms, covenants, agreements and conditions herein contained.

19.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile or in portable document format (a/k/a pdf) or other electronic format shall be as binding as original signatures. The parties agree that this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed and each party to this Agreement hereby consents to the use of any third party electronic signature capture service providers as may be chosen by the other party.

19.8 Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

19.9 Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties and their successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement.

19.10 Arbitration. In the event a Member or Manager breaches the terms of this Agreement, the non-breaching party shall have all rights and remedies available at law (for actual damages) and/or in equity; provided that no party shall be liable for consequential, punitive or special damages. Any dispute, controversy or claim arising out of or relating to this Agreement (other than claims for injunctive or equitable relief), including, but not limited to, the interpretation, breach or termination thereof (including whether the claims asserted are arbitrable), shall be referred to and finally determined by arbitration in accordance with the expedited arbitration rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or such other rules as the parties may agree upon. Such arbitration shall be conducted by a single independent arbitrator. The parties to the arbitration shall within five (5) Business Days mutually agree on a single independent arbitrator. If they are unable to agree on an independent person within such five (5) Business Day period, the arbitrator shall be appointed by JAMS in accordance with its rules. Any arbitrator shall be either (A) a retired judge or (B) an attorney with at least twenty (20) years of litigation experience. The place of arbitration shall be Irvine, California. Any award rendered therein shall be final and binding on each and all of the parties thereto and their personal representatives and judgment may be entered thereon in any court of competent jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the

arbitration, including the fees of the arbitrator, and may award attorneys’ fees and costs to the prevailing party. Discovery in accordance with California law shall be permitted. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the parties.

19.11 Expenses. Each party shall be responsible for all fees and expenses incurred by or on behalf of such party in connection with the negotiation and execution of this Agreement and the transfer of interests in the Subsidiaries to the Company

19.12 Further Assurances. The MO Member shall take any and all action, and execute all documents necessary, to complete the assignment to the Company or a Subsidiary of any rights the MO Member has, directly or indirectly through another entity or entities, in and to the Projects.

19.13 Confidentiality. The Members and the Managers agree to keep the contents of this Agreement confidential; provided, however, the Members and Managers may disclose this agreement to their respective Affiliates and to the directors, officers, employees, agents, investors, representatives, attorneys, accountants and other advisors of a Member, a Manager or an Affiliate of a Member or a Manager and disclosure shall be permitted as required in connection with any financing or equity capital obtained or sought by the Company or any Subsidiary, by law (including in connection with any tax filing or audit), in accordance with legal process, or in connection with any dispute hereunder.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

MOM BS Investor Group LLC

By:

MOM BS Manager

LLC, a Delaware limited liability company,

By: ____________________________ Jason Miller, Manager

MOM BS Manager LLC

By: ____________________________ Jason Miller, Manager

Mohammad Honarkar

Manager

Participation Percentages and Capital Percentages

The Participation Percentages of the Members for Projects are as follows:

MOM Member: 50%

MO Member: 50%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Participation Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of the initial Contributions made by the Members for the Projects (other than pursuant to Section 6.2(a)), (ii) plus any Contributions made by such Member under Section 6.2(a), (iii) plus any loan made by such Member under Section 6.2(b) and the denominator of which is (b) the sum of the total initial Contributions made by the MOM Member for the Projects (other than pursuant to Section 6.2(a)), plus the Contributions made by the Members pursuant to Section 6.2(a) plus the loans made by Members pursuant to Section 6.2(b). The deemed Contribution made by a Member under Section 6.2(b) shall not be included in the calculation under the prior sentence.

The Participation Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 0%

MO Member: 100%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(c) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Participation Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d). The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence. The initial Contributions made by the MOM Member as of the date hereof for the Other Owned LLCs are $7,400,000.

The Capital Percentages of the Members for Projects are as follows:

MOM Member: 80.1%

MO Member: 19.9%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Capital Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of the initial Contributions made by the Members for the Projects (other than pursuant to Section 6.2(a)), (ii) plus any Contributions made by such Member under Section

6.2(a), (iii) plus any loan made by such Member under Section 6.2(b) and the denominator of which is (b) the sum of the total initial Contributions made by the MOM Member for the Projects (other than pursuant to Section 6.2(a)), plus the Contributions made by the Members pursuant to Section 6.2(a) plus the loans made by Members pursuant to Section 6.2(b); provided, however, the Capital Percentage of the MO Member may not ever exceed 19.9%. The deemed Contribution made by a Member under Section 6.2(b) shall not be included in the calculation under the prior sentence.

The Capital Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 80.1%

MO Member: 19.9%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(c) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Capital Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d); provided, however, the Capital Percentage of the MO Member may not ever exceed 19.9%. The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence.

Laguna Festival Center, LLC

891 Laguna Canyon Road, LLC

777 At Laguna, LLC

Laguna Art District Complex, LLC

Exhibit B

Subsidiaries

4185231v2

Exhibit C

First Choice LLC

MOM AS Investco LLC, a Delaware limited liability company.

SECOND AMENDMENT TO OPERATING AGREEMENT OF MOM AS INVESTCO LLC; MOM BS INVESTCO LLC; MOM CA INVESTCO LLC

This Agreement (“Agreement”) is made as of August 26, 2021 (the “Effective Date”) by and among MOHAMMAD HONARKAR and MO Member (collectively, “MH”), MOM AS INVESTCO LLC, a Delawarelimitedliabilitycompany(the“ASCompany”),MOMASMANAGERLLC,aDelawarelimited liability company (“AS Manager”), MOM AS INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”), MOM BS INVESTCO LLC, a Delaware limited liability company (the “BS Company”), MOM BS MANAGER LLC, a Delaware limited liability company (“BS Manager”), MOM BS INVESTOR GROUP LLC, a Delaware limited liability company (“BS Investor”), MOM CA INVESTCO LLC, a Delaware limited liability company, (the “CA Company”; together with the AS Company and the BS Company are sometimes collectively referred to as the “Companies”), MOM CA MANAGER LLC, a Delaware limited liability company (“CA Manager”), and MOM CA INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”). The Companies, together with AS Manager, AS Investor, BSManager, BS Investor, CA Manager and CA Investor are sometimes collectively referred to as the “Non-MH Parties.”

RECITALS

A. The AS Company is governed by an Operating Agreement of the AS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “AS Agreement”).

B. The BS Company is governed by an Operating Agreement of the BS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “BS Agreement”).

C. The CA Company is governed by an Operating Agreement of the CA Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “CA Agreement”; together with the AS Agreement and the BS Agreement are sometimes collectively referred to as the “Operating Agreements”).

D. As of the Effective Date, various of the Other Owned LLCs and Subsidiaries are executing that certain Promissory Note (the “Note”) in the principal amount of Seventeen Million Two Hundred Fifty-Five Thousand Three Hundred Sixteen Dollars ($17,255,316.00) (the “Loan”) in favor of Coastline Santa Monica Investments, LLC. MH is providing a full guaranty of such Loan. All of the proceeds of the Loan are being used for the sole purpose of avoiding a claim made pursuant to a Judgment being made by the beneficiary of the Judgment against the Projects and real property owned by the Other Owned LLCs and Subsidiaries. Such a claim can be avoided by satisfying the Judgment and paying it in full.

E. The parties desire to amend the respective Operating Agreements.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals; Defined Terms. The foregoing recitals are hereby incorporated herein by this specific reference. All capitalized terms used in this Agreement and not otherwise defined shall have the same definitions as are ascribed to them in the Operating Agreements.

2. Amendment: The Operating Agreements are amended by adding the following new Section 9.8(j):

“(j) For the MO Member and MH, Sections 9.8(b) and (c) of this Operating Agreement are modified to add “negligence” immediately after “bad faith”. In addition, the MO Member and MH, jointly and severally, shall indemnify and hold harmless MOM AS Investco LLC, a Delaware limited liability company, MOM AS Manager LLC, a Delaware limited liability company, MOM AS Investor Group LLC, a Delaware limited liability company, MOM BS Investco LLC, a Delaware limited liability company, MOM BSManager LLC,aDelawarelimitedliabilitycompany,MOMBS Investor GroupLLC,a Delaware limited liability company, MOM CA Investco LLC, a Delaware limited liability company, MOM CA Manager LLC, a Delaware limited liability company, and MOM CA Investor Group LLC, a Delaware limited liability company, and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates (individually an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts incurred by an Indemnitee relating to or arising from (i) any intentional fraud, willful misconduct, bad faith, negligence or material breach of this Agreement by the MO Member or MH, or (ii) any fact or circumstance first arising prior to June 8, 2021, with respect to any Project or other asset owned directly orindirectly by the Company (including, without limitation, any asset owned by any of the Other Owned LLCs), or (iii) in the event that said property is sold then any fact or circumstance arising through the date of the sale including the execution of the required sale documents, except, with respect to this clause (iii) only, for any intentional fraud, willful misconduct, bad faith or material breach of this Agreement by any Indemnitee.”

3. Representations & Warranties by the Non-MH Parties. The Non-MH Parties will obtain a written consent from Preferred Bank to the Loan and provide such consent to MH within 90 days following the Effective Date. If the Non-MH Parties are unable to obtain written consent from Preferred Bank within said 90 days and a default under the loan documents is declared as a result of the Loan, then the Non-MH Parties shall refinance the Preferred Bank loan prior to foreclosure. In the event Lone Oak Fund LLC claims a default under its loan documents as a result of the Loan, then the Non-MH Parties shall refinance the Lone Oak loan prior to foreclosure. In the event of a breach by the Non-MH Parties of this Section 3, MH shall have any and all rights and remedies available to him at law and/or in equity.

4. Agreement in Full Force. Except as amended by this Agreement, each Operating Agreement is unchanged and in full force and effect.

5. Prevailing Party: If any action or proceeding is commenced by either party to enforce its rights or remedies under this Agreement (an “Action”), the prevailing party in such Action shall be entitled to recover its actual attorneys’ fees and court costs incurred therewith.

6. Facsimile/PDF; Counterparts. This Agreement may be executed in one or more counterparts. All such counterparts, when taken together, shall comprise the fully executed Agreement. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment toan electronicmail message or signedelectronically using DocuSign or other similar software, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version of this Agreement, delivered in person. This Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT 5

THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.

AGREEMENT

OPERATING

OF

MOM CA INVESTCO LLC

OPERATING AGREEMENT OF MOM CA INVESTCO LLC

THIS OPERATING AGREEMENT OF MOM CA INVESTCO LLC (this "Agreement") is made and entered into as of June 8, 2021, (the "Effective Date"), by and between MOM CA Manager LLC, a Delaware limited liability company ("MM"), as the Managing Manager of the Company, MOM CA Investor Group LLC, a Delaware limited liability company (the "MOM Member"), as a Member, Mohammad Honarkar, as a member (the "MO Member"), and Mohammad Honarkar ("MH"), as the Administrative Manager, with reference to the following facts:

A. On May 21, 2021 (the "Formation Date"), the Certificate of Formation for MOM CA Investco LLC (the "Company") was filed with the Delaware Secretary of State.

B. The Members intend for the Company to engage in the Business described herein.

C. Prior to the Effective Date, Continuum Analytics, a California corporation and an affiliate of MM, and 4G Wireless, Inc., a California corporation and an affiliate of MH documented their preliminary understanding regarding the material terms of the Business and this Agreement in a Term Sheet, dated May 24, 2021, (the "Term Sheet") and they now desire to cause the parties to enter into this Agreement to supersede any previous discussions or documentation regarding the Business and the Company, including without limitation the Term Sheet.

D. The Members now desire to adopt and approve this Agreement as the limited liability company agreement for the Company under the Act.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, as of the Effective Date, the Members hereby incorporate the foregoing recitals into, and make them a part of, this Agreement and agree as follows:

1. DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:

1.1 Act. "Act" means the Delaware Limited Liability Company Act.

1.2 Administrative Manager. "Administrative Manager" has the meaning set forth in Section 9.1(a).

1.3 Affiliates. "Affiliates" of a Person means Persons Controlled by, Controlling or under common Control with such Person, or the family members of a Person.

1.4 Agreement. "Agreement" has the meaning set forth in the first paragraph of this Agreement.

1.5 Approved Budget. "Approved Budget" has the meaning set forth in Section 9.12 of this Agreement.

1.6 Book Value. "Book Value" means for any asset the asset's adjusted basis for federal income tax purposes, except as follows:

(a) The initial Book Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Tax Person

(b) The Book Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Tax Person, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if the Tax Person reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).

(c) The Book Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as reasonably determined by the Tax Person.

(d) The Book Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Book Values shall not be adjusted pursuant to this subsection to the extent the Tax Person determines that an adjustment pursuant to subsection (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection.

(e) If the Book Value of an asset has been determined or adjusted pursuant to subsections (a), (b) or (d) of this Section, such Book Value shall thereafter be adjusted by the Book Depreciation (hereafter defined) taken into account with respect to such asset for purposes of computing Profits and Losses. "Book Depreciation" for any asset means for any fiscal year or other period an amount that bears the same ratio to the Book Value of that asset at the beginning of such fiscal year or other period as the federal income tax depreciation, amortization or other cost recovery deduction allowable for that asset for such year or other period bears to the adjusted tax basis of that asset at the beginning of such year or other period. If the federal income tax depreciation, amortization or other cost recovery deduction allowable for any asset for such year or other period is zero, then Book Depreciation for that asset shall be determined with reference to such beginning Book Value using any reasonable method selected by the Tax Person.

1.7 Business Day. “Business Day” means any day other than Saturday, Sunday or any legal holiday observed in the State of California.

1.8 Business Plan. "Business Plan" has the meaning set forth in Section 9.10(a) of this Agreement.

1.9 Capital Account. "Capital Account" means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of any Member's interest in the Company carried out in accordance with the terms of this Agreement, the Capital Account of the transferor Member shall carry over to the transferee Member.

1.10 Capital Percentage. "Capital Percentage" shall mean the percentages for the Members set forth on Exhibit A attached hereto.

1.11 Capital Transaction. "Capital Transaction" means a sale, refinance, exchange, transfer, assignment or other disposition of all or any portion of the assets of the Company or a Subsidiary.

1.12 Cash From Capital Transactions. "Cash From Capital Transactions" means the net proceeds received by the Company from a Capital Transaction that, in the sole discretion of the Managing Manager, are available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Capital Transactions shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from proceeds of a Capital Transaction for a Project and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from proceeds of a Capital Transaction for an Other Owned LLC

1.13 Cash From Operations. "Cash From Operations" means, for any period, such portion of the cash in the Company’s bank accounts that, in the sole discretion of the Managing Manager, is available for distribution to the Members after any loans made by a Member to the Company have been repaid, any expenses of the Company (including fees hereunder) have been paid, and a provision has been made for Cash Reserves. Cash From Operations shall be measured separately for Projects, as a group, and the Other Owned LLCs, as a group, such that only the expenses, loans or Cash Reserves for the Projects shall be paid or reserved from cash for the Projects and only the expenses, loans or Cash Reserves for the Other Owned LLCs shall be paid or reserved from cash for an Other Owned LLC. Cash From Operations shall not include the proceeds of Contributions or Cash From Capital Transactions.

1.14 Cash Reserves. "Cash Reserves" means such amounts as may be estimated by the Managing Manager for payment of costs, expenses and liabilities incident to the business of the Company and for which the cash to make such payments will not, in the reasonable discretion of the Managing Manager, be expected to be available to the Company at or about the time such payments are required to be made, and which therefore, in the reasonable discretion of the Managing Manager, require that cash be set aside periodically to make such payments.

1.15 Certificate of Formation. "Certificate of Formation" means the written instrument filed with the Delaware Secretary of State for the purpose of forming the Company.

1.16 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

1.17 Company. "Company" shall have the meaning set forth in Recital A

1.18 Company Minimum Gain. "Company Minimum Gain" means "partnership minimum gain," as defined in the Regulations promulgated under Section 704(b) of the Code.

1.19 Contribution. "Contribution" means any money or property, or a promissory note or other binding obligation to contribute money or property, or to render services as permitted by law, which a Member contributes to the Company as capital in that Member's capacity as a Member pursuant to this Agreement.

1.20 Control. "Control", "Controlled", and "Controlling" mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise

1.21 Development Budget. "Development Budget" has the meaning set forth in Section 9.10(e) of this Agreement.

1.22 Effective Date. "Effective Date" has the meaning set forth in the first paragraph of this Agreement.

1.23 First Choice LLCs. "First Choice LLCs" means the limited liability companies set forth on Exhibit E attached hereto.

1.24 Fiscal Year. "Fiscal Year" means the calendar year.

1.25 Formation Date. "Formation Date" has the meaning set forth in the recitals to this Agreement.

1.26 GAAP. "GAAP" means United States generally accepted accounting principles

1.27 Hotel Laguna Project. "Hotel Laguna Project" means Hotel Laguna, LLC (and Beach Club), Cliff Village, LLC and all real property owned by either of such limited liability companies (including the real property located at 421 S Coast Hwy and 425 S Coast Highway, Laguna Beach, CA).

1.28 Managers. "Managers" has the meaning set forth in Section 9.1(a)

1.29 Managing Manager. "Managing Manager" has the meaning set forth in Section 9.1(a)

1.30 Mandatory Additional Contributions. "Mandatory Additional Contributions" has the meaning set forth in Section 6.2(a).

1.31 Member or Members. "Member" or "Members" shall mean those Persons entering into this Agreement as a Member, as set forth in the first paragraph of this Agreement, and shall also include any other Person admitted to the Company as a Member in accordance with this Agreement, or a Person who has been admitted as a Member pursuant to applicable law.

1.32 Member Nonrecourse Debt. "Member Nonrecourse Debt" has the meaning ascribed to the term "partner nonrecourse debt" in Regulations Section 1.704-2(b)(4).

1.33 Member Nonrecourse Debt Minimum Gain. "Member Nonrecourse Debt Minimum Gain" means an amount, with respect each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability (as defined in Regulations Section 1.704-2(b)(3)), determined in accordance with Regulations Section 1.704-2(i)(3).

1.34 Member Nonrecourse Deductions. "Member Nonrecourse Deductions" means the Company deductions that are characterized as "partner nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.35 Membership Interest. "Membership Interest" means the interest of a Member in the Company.

1.36 MH Default. "MH Default" means (a) a breach by MH or 4G Wireless, Inc., a California corporation ("4G"), of any of his or its representations, covenants or obligations under the Contribution Agreement, of even date herewith, among MH, 4G, the Company and the other parties named therein, including a failure to contribute the membership interests in a Heldback LLC (as defined in such Contribution Agreement) at the time required thereunder, or (b) a breach of any obligation of MH or the MO Member hereunder with respect to the Other Owned LLCs, (c) a receiver is appointed for any of the membership interests held by the MO Member or (d) a receiver is appointed for any of the Subsidiaries or assets contributed to the Company by the MO Member due to facts or circumstances related to the MO Member or any of its Affiliates; or (e) if MH fails to use best efforts to have his wife execute a stipulation on or after the date hereof which provides 90 days for MH to make the $20 million payment to her and a family court appoints a receiver for any of the membership interests held by the MO Member or any of the Subsidiaries or assets contributed to the Company by the MO Member; provided, however the matters in clauses (c) and (d) shall not be a MH Default if the receiver is appointed by family court and MH uses best efforts to have such receiver removed

1.37 MM Consent. "MM Consent" means the written consent of the Managing Manager in its sole discretion.

1.38 New Audit Procedures. "New Audit Procedures" has the meaning set forth in 9.6

1.39 Nonrecourse Deductions. "Nonrecourse Deductions" mean the Company deductions that are characterized as "nonrecourse deductions" pursuant to the Regulations promulgated under Section 704(b) of the Code.

1.40 Other Owned LLCs. "Other Owned LLCs" means the limited liability companies set forth on Exhibit C attached hereto and a Subsidiary (or rights with respect to a Project) which becomes an Other Owned LLC pursuant to Section 6.1(d) or 9.13.

1.41 Participation Percentage. "Participation Percentage" means the percentages for the Members set forth on Exhibit A attached hereto.

1.42 Person. "Person" means an individual, partnership, limited partnership, corporation, trust, estate, association, limited liability company or other entity, whether foreign or domestic.

1.43 Priority Return. "Priority Return" means, for the MOM Member, a cumulative return on the aggregate Unreturned Contributions of the MOM Member at a rate of 20% per annum (compounded); provided, however, with respect to the Hotel Laguna Project, "Priority Return" means a cumulative return on the Unreturned Contributions of the MOM Member made for Hotel Laguna Project at a rate of 20% per annum (compounded)

1.44 Profits and Losses. "Profit" and "Loss" means, for each taxable year of the Company (or other period for which Profit or Loss must be computed), the Company's taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(a) All items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(b) Any tax-exempt income of the Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss;

(c) Any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(1)) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from taxable income or loss;

(d) In the event the Book Value of any Company asset is adjusted pursuant to Section 1.6(b), Section 1.6(d) or Section 1.6(e), the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(e) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704(b)(2)(iv)(m)(4), to be taken into account in determining the Capital Account as a result of a distribution other than in liquidation of a Membership Interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(g) Any items which are specially allocated pursuant to Sections 7.2, 7.3, 7.6 and 7.7 hereof shall not be taken into account in computing Profits or Losses.

1.45 Project. "Project" means the Hotel Laguna Project and any Other Owned LLC which becomes a Project under Section 6.1(d) or 9.10(h).

1.46 Regulations. "Regulations" means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.

1.47 Securities Act. "Securities Act" means the Securities Act of 1933, as amended.

1.48 Subsidiaries. "Subsidiaries" means the limited liability companies set forth on Exhibit C attached hereto.

1.49 Tax Person. "Tax Person" means the Person designated as the "Tax Person" under Section 9.6.

1.50 Term Sheet. "Term Sheet" has the meaning set forth in the recitals to this Agreement.

1.51 Transfer. "Transfer" means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer of all or any portion of a Membership Interest.

1.52 Unreturned Contributions. “Unreturned Contributions” means, for the MOM Member the excess (if any) of (a) the aggregate Contributions made by such Member under this Agreement or the operating agreement for a First Choice LLC (excluding Contributions made under Section 6.6 hereof or an operating agreement for a First Choice LLC), over (b) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii), 8.1(b)(ii), 8.2(a)(ii) and 8.2(b)(ii) hereof and any distributions to the MOM Member from a First Choice LLC (other than a distribution to pay the Priority Return or the priority return under an operating agreement for a First Choice LLC); provided, however, with respect to the Hotel Laguna Project, "Unreturned Contributions" means the excess of (i) the Contributions of the MOM Member made for Hotel Laguna Project over (ii) the aggregate distributions to such Member pursuant to Sections 8.1(a)(ii) and 8.2(a)(ii) from cash attributable to the Hotel Laguna Project.

2. FORMATION OF LIMITED LIABILITY COMPANY. The Company has been formed by the filing of the Certificate of Formation with the Delaware Secretary of State

pursuant to the provisions of the Act. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability or obligation arising under the Act, this Agreement shall supersede the Act to the extent not mandated thereby.

3. NAME AND PLACE OF BUSINESS.

3.1 Name. The name of the Company shall be MOM CA Investco LLC

3.2 Office; Agent for Service of Process. The name and address of the agent for service of process are as set forth in the Certificate of Formation The Managing Manager may change the registered office and the registered agent of the Company as the Managing Manager may deem appropriate. The Company shall maintain a principal place of business and office(s) at such place or places as the Managing Manager may from time to time designate.

4. PURPOSE. The purpose of the Company is to engage in (a) any activities with respect to the Subsidiaries (or the assets owned by the Subsidiaries) or the Projects and (b) any and all other activities permitted under the Act and approved by the Managers

5. TERM OF COMPANY; RECORDINGS.

5.1 Term. The Company commenced as of the Formation Date and shall continue until dissolved, unless sooner terminated as herein provided or by operation of law.

5.2 Qualification. The Company shall file any documents with any other appropriate governmental agencies as may be required by applicable law. The Company shall qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction

6. CONTRIBUTIONS AND LOANS

6.1 Initial Contributions.

(a) The MO Member hereby is admitted as a Member with the rights in favor of the MO Member set forth herein and the Participation Percentages and Capital Percentages the MO Member set forth herein in exchange for the Contribution by the MO Member of the membership interests in the Subsidiaries and the Projects

(b) The MOM Member hereby is admitted as a Member with a Membership Interest with the rights in favor of MOM Member set forth herein and the Participation Percentages and Capital Percentages for the MOM Member set forth herein.

(c) Concurrently with execution hereof, by all of the Members, the MOM Member shall make a Contribution of $30 million to the Company for the Hotel Laguna Project, which shall be disbursed as set forth on Exhibit B attached hereto. MH shall provide to the MOM Member all information regarding the Hotel Laguna Project.

(d) MH shall provide to the MOM Member all information regarding each project set forth on Exhibit D attached hereto reasonably available to MH (the "Potential

Projects"). Within 30 days after the MOM Member receives all due diligence materials which the MOM Member desires to review with respect to a Potential Project, the MOM Member shall provide written notice to MH as to whether the MOM Member desires to make a Contribution with respect to such Potential Project and to cause it to be a Project. If the MOM Member agrees to make a Contribution with respect to a Project, then the MOM Member shall make such Contribution in accordance with a timeline and budget established by MH and the MOM Member.

(e) In the sole discretion of the MOM Member, the MOM Member may make Contributions of up to $20 million for any Project at the times, in the increments and based on budgets, approved by the MOM Member in its sole discretion.

(f) The MO Member shall be responsible for making Contributions to pay for any expense or liability of an Other Owned LLC to the extent such Other Owned LLC has insufficient cash to pay such expense or liability.

(g) Except as set forth in this Section 6 or Section 9.10, the Members shall not be required to make any additional Contributions or loans to the Company.

6.2 Additional Contributions

(a) With respect to Project which has been built or, for a Project to be developed, at any time after the completion of construction and opening of such Project to the public, if the MOM Member in its good faith business judgment determines that additional Contributions are required to: (i) implement the provisions of the Business Plan for such Project; and/or (ii) meet contractual obligations or liabilities of such Project, then the MOM Member may provide written notice to all Members calling for additional Contributions (the "Mandatory Additional Contributions"), which notice shall set forth the date on which such Contributions are due (which shall not be less than five Business Days after the date of such notice). Each Member shall make a Contribution equal to 50% of the aggregate Mandatory Additional Contributions being called.

(b) If a Member makes a Mandatory Additional Contribution and the other Member fails to do so (the “Failing Member”), then the funding Member may elect to either: (i) not fund its share; or (ii) cover the Failing Member’s share which shall be treated as a loan which is recourse to the Failing Member and is payable from, but not limited to, any distributions from the Company to the Failing Member. Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the Failing Member. If there is a failing Member, the Company may admit a new Member for purposes of having the Contribution funded by the new Member, so long as the Participation Percentages and Capital Percentages with respect to the Projects provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A.

(c) If all Members agree to make additional Contributions, then the Members shall make such additional Contributions at the times and in the amounts agreed upon by all of the Members.

(d) If the MO Member fails to make the Contributions required under Section 6.1(f), the MOM Member may elect to fund the shortfall to the Company which shall be treated as a recourse loan to the MO Member that is payable from, but not limited to, any distributions from the Company to the MO Member (and a subsequent Contribution of the proceeds of such loan to the Company by the MO Member). Such loan will be for a 12-month term, accrue interest at 12% per annum and be prepayable, in whole or part, at any time by the MO Member. In lieu of providing the foregoing loan, the MOM Member may cause the Company to admit a new Member for purposes of having the Contribution funded, so long as the Participation Percentages and Capital Percentages with respect to the Other Owned LLCs provided to the new Member are consistent with the adjustment mechanism set forth on Exhibit A.

6.3 Interest on Contributions. No interest shall be paid by the Company on any Contribution made by any Member to the Company.

6.4 Return of Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce (or receive a return of ) such Member's Contribution, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member's Contributions.

6.5 Loans By a Member. Loans by a Member to the Company shall not be considered Contributions for purposes of this Agreement, increase such Member's Capital Account or entitle such Member to any greater share of the Profits, Losses or distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Managing Manager.

6.6 Tax Withholding. If the Company is required to withhold or otherwise pay taxes with respect to the Profits, distributions or Membership Interests of a Member, the Managing Manager may require an additional Contribution (without adjustment to Membership Interests or interests in the distributions or allocations associated with such Member’s Membership Interests) of such Member in the amount of the required tax and/or the Company may withhold such taxes from any distribution to such Member.

6.7

Additional Membership Interests. The MOM Member, in its sole and absolute discretion, is hereby authorized to cause the Company from time to time to issue Membership Interests in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Membership Interests, all as shall be determined by the MOM Member in its sole and absolute discretion subject to applicable law, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction, and credit to such class or series of Membership Interests; (ii) the right of each such class or series of Membership Interests to share in Company distributions; and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company; provided, however, the MOM Member shall not be entitled to cause the Company to issue additional Membership Interests which dilute existing Membership Interests disproportionately. In the event that the Company issues additional Membership Interests pursuant to this Section 6.7, the Managing Manager shall be entitled to amend this

Agreement as it determines is necessary to reflect the issuance of such additional Membership Interests.

7. ALLOCATIONS

7.1

Allocation of Profits and Losses. After giving effect to the special allocations set forth in Sections 7.2, 7.3, 7.6 and 7.7, Profits and Losses in respect of each Fiscal Year of the Company (and, in each case, each item of income, gain, loss, deduction and tax preference, required to be taken into account by the Members separately under Section 702(a) of the Code, which are included in the computation of such Profits and Losses for such year) shall be allocated to the Members in a manner such that the Capital Account of each Member is, as nearly as possible, equal (proportionately) to the excess of:

(a) the distributions that would be made to that Member pursuant to Section 8.2 if:

(i) the Company were dissolved, its affairs wound up and its assets sold for an amount of cash equal to their Book Values;

(ii) all liabilities of the Company were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability); and

(iii) the assets of the Company were distributed to the Members in accordance with Section 8.2 immediately after making such allocation; over

(b) the sum of (i) the Member’s respective share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain; and (ii) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company, computed immediately prior to the hypothetical sale of assets described in Section 7.1(a).

7.2

Allocation of Nonrecourse Deductions. Nonrecourse Deductions for each Fiscal Year shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.3 Member Nonrecourse Deductions. Member Nonrecourse Deductions for each Fiscal Year shall be allocated as required by the Regulations promulgated under Section 704(b) of the Code.

7.4 704(c) Agreement. The Members agree that items attributable to contributed property shall be allocated as required by Section 704(c) of the Code.

7.5 Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members as determined by the Managing Manager in a manner consistent with the Code and Regulations.

7.6 Qualified Income Offset. Except as provided in Section 7.7 of this Agreement, if any Member unexpectedly receives an adjustment, allocation or distribution

described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit in said Member's Capital Account as quickly as possible. For purposes of this Section 7.6, the Member's Capital Account, as of the end of the relevant Fiscal Year, shall take into account the adjustments described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), any amount of any deficit Capital Account balance which the Member is obligated to restore, and any amount of any deficit Capital Account balance which the Member is deemed obligated to restore pursuant to the Regulations promulgated under Section 704(b) of the Code.

7.7 Minimum Gain Chargeback. Prior to any allocation hereunder, if there is a net decrease in the Company Minimum Gain during a Company taxable year, each Member shall be allocated items of income and gain in accordance with the Regulations promulgated under Section 704(b) of the Code and its requirements for a "minimum gain chargeback." If there is a net decrease in minimum gain attributable to debt associated with Member Nonrecourse Deductions, income and gain shall be allocated to the Members in accordance with the Regulations.

7.8 Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations. Whenever items of income or loss of the Company allocable hereunder consist of items of different character for tax purposes (i.e., ordinary income, long-term capital gain, depreciation recapture, interest expense, etc.) the items of income or loss of the Company allocable to each Member shall include, to the extent possible, its pro rata share of each such item; provided, however, in making allocations of depreciation recapture under Section 1245 or Section 1250 of the Code, or unrecaptured Section 1250 gain under Section 1(h) of the Code, principles consistent with those of Regulations Section 1.1245-1(e) shall be followed such that amounts treated as ordinary income shall be allocated first to the Member that was allocated the related ordinary deduction.

7.9 No Deficit Restoration Obligation. At no time during the term of the Company or upon dissolution and liquidation thereof shall a Member with a negative balance in its Capital Account have any obligation to the Company or the other Members to restore such negative balance, except as may be required by law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

8. DISTRIBUTIONS.

8.1 Distribution of Cash From Operations.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Projects shall be distributed as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(b)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions from a First Choice LLC to pay the Priority Return for

Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance of the MOM Member for Contributions made hereunder for the Projects is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Projects; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and such reduction shall be distributed to the MOM Member.

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Operations for Other Owned LLCs shall be distributed as follows:

(i) First, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member has received cumulative distributions under this clause (i) and Sections 8.1(a)(i), 8.2(a)(i) and 8.2(b)(i) and any distributions from a First Choice LLC or under the MOM CA Operating Agreement used to pay a Priority Return in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the third annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero;

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Participation Percentages of the Members for Other Owned LLCs.

8.2 Distributions of Cash From Capital Transactions.

(a) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Projects shall be distributed/paid as follows:

(i) First, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(b)(i) and any distributions from a First Choice LLC to pay the Priority Return for Contributions made hereunder for the Projects in an aggregate amount equal to such Member’s Priority Return for Contributions made hereunder for the Projects calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, to the MOM Member, until the Unreturned Contribution balance for Contributions made under this Agreement by the MOM Member for the Projects is reduced to zero;

(iii) Next, if distributions from Other Owned LLCs were used to reduce the Unreturned Contribution balance for Contributions made under this Agreement for the Projects by the MOM Member to zero, then to the MO Member in an amount equal to such distributions from the Other Owned LLCs; provided, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iii) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and such reduction shall be distributed to the MOM Member;

(iv) Next, until the MO Member has received cumulative distributions pursuant this clause (iv) equal to $35,000,000, the balance shall be divided among the Members pro-rata based on the Capital Percentages of the Members, with the amount payable to the MOM Member being a fee to the MOM Member for services to the Company in connection with the Capital Transaction and the amount payable to the MO Member being a distribution; provided, however, 50% of the distributions made under Section 8.2(a)(i) to the MOM Member shall be deducted from the fee payable under this clause (iv) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (iv) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and such reduction shall be distributed to the MOM Member; and

(v) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Projects; provided, however, if the entire 50% of the distributions made under Section 8.2(a)(i) to the MOM Member is not deducted from the fee payable under Section 8.2(a)(iv), then the portion not deducted shall be deducted from the distributions to the MOM Member under this clause (v) and added to the distributions to the MO Member and provided further, however, if an MH Default has occurred, a distribution to the MO Member under this clause (v) shall be reduced by any unpaid Priority Return for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and the Unreturned Contribution balance of the MOM Member for Contributions made by the MOM Member for an Other Owned LLC or under a First Choice LLC and such reduction shall be distributed to the MOM Member

The following are two examples of the distributions under this Section 8.2(a) for the Hotel Laguna Project assuming a $25 million Contribution by the MOM Member and a $30 million debt payoff and a Priority Return of $18.2 million:

(x) $125 million sale price (excluding closing costs, etc.) less $30 million debt results in Cash From Capital Transaction of $95 million.

First distribution, $18.2 to Priority Return

Second distribution, $25 million to reduce Unreturned Contribution balance to zero.

Third distribution, $16.8 million to MOM Member ($51.8 million less 50% of the $18.2 million Priority Return distribution) and $35 million to MO Member.

(y) $65 million sale price (excluding closing costs, etc.) less $30 million debt results in Cash From Capital Transaction of $35 million. First distribution, $18.2 to Priority Return Second distribution, $16.8 million to reduce Unreturned Contribution balance to zero. No further distributions because $35 million Contribution not returned.

(b) Subject to Section 8.3, at the times determined by the Managing Manager, Cash From Capital Transactions for Other Owned LLCs shall be distributed/paid as follows:

(i) First, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the MOM Member has received cumulative distributions pursuant to this clause (i) and Sections 8.1(a)(i), 8.1(b)(i) and 8.2(a)(i) and any distributions from a First Choice LLC in an aggregate amount equal to such Member’s Priority Return calculated for all Fiscal Years or portions thereof as of such time;

(ii) Next, if there has been a MH Default or the fifth annual anniversary of the Effective Date has occurred, to the MOM Member, until the Unreturned Contribution balance of the MOM Member is reduced to zero; and

(iii) Finally, the balance shall be distributed to the Members pro-rata based on the Capital Percentages of the Members for Other Owned LLCs.

8.3 Offset. If any amounts are owed to the Managing Manager or the MOM Member by the MO Member hereunder, the MO Member hereby authorizes the Managing Manager to pay such amounts from any distributions to be made to the MO Member hereunder. Such payment shall be deemed a distribution to the MO Member and then a payment by the MO Member to the Managing Manager or the MOM Member.

8.4 To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no Person shall be considered a Member in the Company. Any distribution by the Company to the Person shown on the Company records as a Member, or to such Member's legal representatives, or to a named assignee of the right to receive distributions, shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of an assignment by a Member or for any other reason.

9. MANAGEMENT

9.1 Managers.

(a) Generally. The Company shall be managed by a Person or Persons acting as a "manager" as that term is defined under the Act (each "Manager"). The Managers may be, but shall not be required to be, a Member. One Manager is designated as the managing Manager (the "Managing Manager"). There may be another Manager designated as the administrative Manager (the "Administrative Manager") and the other Manager is designated as the managing Manager (the "Managing Manager"). The initial Managing Manager shall be MM, which shall hold the office of Managing Manager for an indefinite term unless and until MM

resigns (in which event the MOM Member shall designate a replacement Managing Manager). The initial Administrative Manager shall be MH, which shall hold the office of Administrative Manager for an indefinite term unless and until MH resigns or is replaced or removed by the Managing Manager To the fullest extent permitted by law, the Members acknowledge and agree that no Member of the Company nor a Manager owes any fiduciary or other duties to the other Members, to the Managers or to the Company and all such duties are hereby waived by the Members, the Managers and the Company. Unless another standard is specifically provided in this Agreement, each party to this Agreement shall act reasonably with respect to the other parties in carrying out its responsibilities and exercising its rights set forth in this Agreement.

(b) Resignation. A Manager may resign from its position as Manager at any time upon giving notice to the other Manager without liability resulting solely from such resignation to the Company or any of its Members. Resignation shall not affect in any manner membership interest in the Company held by a Manager as a Member. Such resignation shall become effective as set forth in such notice. The Managing Manager shall have the sole authority to designate a replacement for a Manager which resigns (including a replacement for itself upon a resignation by it)

(c) Removal The Managing Manager shall not be subject to removal for any reason. The Managing Manager shall be entitled to remove the Administrative Manager at any time; upon such removal the Managing Manager shall have the sole discretion as to whether to appoint a substitute Administrative Manager.

9.2 Authority Delegated to Administrative Manager. The Administrative Manager shall only have the duties regarding day to day operations designated in writing to it by the Managing Manager.

9.3 General Powers of the Managing Manager.

(a) Other than duties delegated to the Administrative Manager pursuant to Section 9.2 and as set forth in Section 9.3(b), the Company’s business shall be managed by the Managing Manager and the Managing Manager shall be entitled to take all action on behalf of the Company The Managing Manager shall be responsible for the management of the Company’s business and shall have all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. Without limiting the generality of the foregoing, the Managing Manager shall have the sole power and authority (a) to take all action on behalf of the Company as the member of each Subsidiary, including, without limitation, the power to determine whether to sell, exchange or dispose of any ownership interests in, or property held by, any Subsidiary, (b) to retain legal counsel or accountants (including tax accountants), and (c) to manage all disbursements under any loan made to any Subsidiary or with respect to any Project.

(b) With respect to the Other Owned LLCs and the assets owned by the Other Owned LLCs, the Managing Manager shall not be entitled to sell the ownership interests in an Other Owned LLC or the assets owned by an Other Owned LLC without the prior written consent of MH, except no consent is required if an MH Default has occurred or if the fifth anniversary of the Effective Date has occurred.

9.4 Other Payments. Other than the rights to distributions and the reimbursement of certain expenses as provided in this Agreement, no Member nor any of its Affiliates shall receive any compensation or other payment from the Company.

9.5 Members.

(a) Member Meetings. The Managing Manager may hold meetings of the Members at such place as the Managing Manager may determine or may at any time call for a vote without a meeting of the Members on matters on which they are entitled to vote as specifically provided in this Agreement. Written notice of a meeting or vote shall be given to the Members not less than ten (10) Business Days before the date of the meeting or vote. Each notice of meeting or vote, if any, shall contain a detailed statement of any resolution to be adopted by the Members and any proposed amendment to the Agreement. A Member shall be entitled to vote at a meeting in person or by written proxy delivered to the Managing Manager prior to the meeting. Nothing in this Section 9.5 shall be deemed to give any Member the right to vote on any matters other than those specifically set forth in the other provisions of this Agreement.

(b) Action by Written Consent. The Managing Manager may allow the Members to take action without any meeting of the Members by written consent setting forth the action to be approved. The approval or consent of the Members required pursuant to this Agreement shall mean Member Consent unless specifically provided otherwise in this Agreement.

(c) No Authority of Members to Act on Behalf of the Company

Unless authorized to do so by the Managing Manager in writing, no Member, agent, or employee of the Company shall have any power or authority to act on behalf of the Company, to bind the Company in any way, to execute any instrument on behalf of the Company or to render the Company liable in any way. Except as expressly set forth in this Agreement, no Member (other than a Member acting in the capacity of a Manager, having been delegated certain duties and responsibilities by the Managing Manager or as set forth herein, and only to the extent of such duties and responsibilities) shall have a right to participate in the control, operation, management or direction of the Company.

9.6 Tax Person. The Members acknowledge the recent passage of the BiPartisan Budget Act of 2015, H.R. 1314, which contains, among other things, revisions to the audit procedures for Persons treated as partnerships for U.S. federal income tax purposes (the "New Audit Procedures"). The New Audit Procedures generally are effective for federal tax returns filed for partnership tax years commencing after December 31, 2017. The Managing Manager shall serve as the "partnership representative" as that term is defined in Section 6223 of the Code (as in effect under the New Audit Procedures) (the "Tax Person"). If the Managing Manager is subsequently unable or unwilling to serve as the Tax Person, then another Person designated by the Managing Manager (and consented to by such Person) shall serve as the Tax Person. The Tax Person shall have all powers necessary and appropriate in connection with such role, including without limitation representing the Company in any tax audit, proceeding or dispute with the Internal Revenue Service or state or local tax authority, consenting to extending the statute of limitations for assessing tax against a Member and/or the Company attributable to a

Company item, negotiating and entering into a settlement agreement, contesting any proposed adjustment of a Company item, the payment of any tax liability imposed by the New Audit Procedures or the allocation of such liability pursuant to the New Audit Procedures and any and all elections in connection therewith. Each Member shall be charged and shall indemnify the Company for the portion of any imputed underpayment paid by the Company attributable to such Member as determined by the Tax Person. This indemnity shall survive each Member's withdrawal as a Member of the Company, the sale of any Company assets and the dissolution of the Company. The Tax Person may make all tax elections and execute all waivers and consents for tax purposes on behalf of the Company

9.7 Execution of Documents. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the Managing Manager or the Person or Persons designated from time to time by the Managing Manager. Each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to a Subsidiary or on behalf of a Subsidiary, shall be signed by the Person or Persons designated from time to time by the Managing Manager

9.8 Liability/Indemnification.

(a) For purposes of this Agreement, "Indemnified Persons" means the Members, a Manager and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates.

(b) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Company or to the Members for any acts performed within the scope of the authority conferred on such Indemnified Person by this Agreement, except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement.

(c) The Company shall indemnify and hold harmless the Indemnified Persons from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnified Person by reason of any act performed or omitted to be performed by such Member or Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company) in connection with the business of, or on behalf of, the Company or by reason of the fact such Indemnified Person was a Member, Manager (or other Indemnified Person in his or her capacity with respect to the Member or Manager or the Company), except for such Indemnified Person’s intentional fraud, willful misconduct, bad faith, or a material breach of this Agreement. Such indemnification shall be provided regardless of whether the Member or Manager continues to act as Member or Manager (or the other Indemnified Person continues to act in his or her capacity with respect to the Member or Manager or the Company) at the time any such liability or expense is paid or incurred.

(d) Expenses incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding subject to indemnification pursuant to this Section 9.8, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking in a form satisfactory to the Company by or on behalf of the Indemnified Person to repay such amount if it shall be determined that such Person is not entitled to be indemnified under this Section 9.8

(e) The indemnification provided by this Section 9.8 shall be in addition to any other rights to which the Indemnified Person may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person.

(f) The Company may purchase and maintain insurance, at the Company's expense, on behalf of the Indemnified Persons as the Managing Manager shall determine (but only as approved in an Approved Budget) against any liability that may be asserted against, or any expense that may be incurred by, such Persons in connection with the activities of the Company and/or the acts or omissions of such Persons regardless of whether the Company would have the power to indemnify such Persons against such liability under the provisions of this Agreement.

(g) Any indemnification under this Section 9.8 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.8

(h) Except as set forth in the Act, no Member shall be liable under a judgment, decree or order of a court, or in any other manner, for the debts, liabilities, or obligations of the Company; provided, however, nothing contained in this Section 9.8 shall limit the obligation of a Member to make Contributions required under this Agreement

(i) Notwithstanding anything to the contrary in this Section 9.8, if any Manager or Member or its Affiliate enters into a separate agreement to provide services to the Company, then the rights (including rights to indemnification), liabilities and obligations of such Manager or Member or its Affiliate, in its capacity as service provider under such agreement, shall be governed by the terms and provisions of such service agreement, and the terms and provisions hereof shall not apply nor shall the Company be obligated to indemnify such Manager, Member or its Affiliate against any claims arising in connection with such agreements, unless and to the extent required by the terms of provisions thereof.

9.9 Other Business Ventures

(a) MH shall not, directly or indirectly, engage in or possess any interest in other business ventures of any nature and description, independently or with others, that adversely affect the real estate projects owned by any Subsidiary or the Company.

(b) MM may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and neither the Company, nor the other Members shall have, and each of them hereby expressly waives, relinquishes and

renounces, any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom. Moreover, MM shall not be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and MM shall have the right to take for its own account, for the account of other business entities of which it is an owner, or to recommend to others any such particular investment opportunity.

9.10 Projects

(a) The Administrative Manager shall prepare an initial business plan for each Project, including, without limitation, detailed timelines, budgets, pro-formas, execution strategies and proposed vendors. The Managing Manager, in its sole discretion, may amend/reject any business plan proposed by the Administrative Manager for each Project. A business plan for a Project approved by the Managing Manager is referred to herein as the "Business Plan" for such Project.

(b) On a Project-by-Project basis, the Managing Manager shall determine how the construction is handled.

(c) The Managers shall have regular (no less than monthly) business calls to discuss implementation of the Business Plan for each Project. The Managing Manager will execute the capital expenditure plan (including tenant improvements) for each Project which is not under construction per the Business Plan for such Project.

(d) If the Managing Manager elects to obtain third-party debt financing for a Project, and any such lender requires environmental indemnities, guaranties (whether full or non-recourse carve-outs) or any other indemnities as part of such financing, the MOM Member will provide the same, but, as between the Members, each Member shall be responsible for paying the portion of any claim under such indemnities or guaranties on a 50/50 basis.

(e) The development budget for the development of any Project shall be determined by the Managers (the budget approved by the Managers is referred to herein as the "Development Budget"). All pre-development costs for a Project within the Development Budget shall be paid with Contributions by the Members on a 50/50 basis; provided, however, if the MOM Member determines not to invest in a Project, then such Project shall be deemed an Other Owned LLC and the MO Member shall make Contributions to pay all costs associated with such Project.

(f) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the general contractor for construction of any Project and the guaranteed maximum price construction contract with such general contractor for such construction (including the market-rate compensation to be paid to such general contractor for its services).

(g) The approval of both of the Managers shall be required, subject to good faith negotiation, for the selection of the architect for construction of any Project

(h) The MOM Member shall be entitled to determine to conduct

rehabilitation or construction of property owned by an Other Owned LLC, in which event the Other Owned LLC shall become a Project.

9.11 Fees

(a) For each Project which is to be constructed, the Administrative Manager (or its designee) will receive a fee equal to 4% of total construction costs (excluding such fee) or such lesser amount as an unaffiliated lender requires (for each Project, the "Construction Management Fee"), in exchange for the Administrative Manager (or its designee) overseeing construction of such Project. Such fee shall be payable from funds provided for such construction and shall be paid pursuant to a schedule reasonably determined by the Managing Manager, subject to approval of any construction lender. In the event that the Managing Manager reasonably determines that the Administrative Manager (or its designee) is not satisfying the performance standards relative to reaching the goals in the Business Plan for a Project, the Managing Manager shall have the right to terminate the services of the Administrative Manager (or its designee) with respect to overseeing construction of such Project upon thirty (30) days’ written notice. Upon such termination, the Administrative Manager and any designee thereof shall not be entitled to receive any unpaid portion of the Construction Management Fee. No termination under this clause (a) shall result in a loss of any capital account of the MO Member or a loss of any right of the MO Member to distributions hereunder.

(b) In exchange for asset management services to Company, the Managing Manager (or its designee) shall receive the following fees: (i) 1% of total equity raised for each Project, with this being a one-time fee that shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager (however, such fee shall not be paid prior to the third anniversary of the Effective Date unless an MH Default occurs); (ii) 1% of the gross revenue of each Project for which the MOM Member has made a Contribution payable in monthly installments in arrears; this fee shall accrue until such time as the applicable Project has sufficient cash flow to pay the same as determined in the sole discretion of the Managing Manager; and (iii) 1% of the gross sale and/or refinance proceeds for each Project payable at the closing of such sale or refinance; provided, however, the fee payable under this clause (iii) shall be subject to an aggregate cap of $160 million.

9.12 Operating Budgets

For each Project that has been completed, no less than 30 days prior to the completion of each Fiscal Year, the Managers shall work in good faith to approve an operating budget for such Project for the next Fiscal Year. If the Managers cannot agree upon an operating budget for a Fiscal Year, then the operating budget for the current Fiscal Year shall continue in effect as the approved operating budget for the next Fiscal Year until the Managers approve a new operating budget. An operating budget approved hereunder shall be referred to herein as an "Approved Budget".

9.13 Special Indemnity

The MO Member shall indemnify the Managing Manager and the MOM Member for all damages, losses, claims, expenses or liabilities incurred by the Managing Manager and the MOM Member with respect to any litigation with respect to a Project pending on the date hereof. The MO Member shall pay all costs and expenses of defending such litigation; such payments shall not be deemed a loan or Contribution to the

Company and the MO Member shall not be entitled to reimbursement from the Company or a Subsidiary for such costs and expenses If a Project is subject to pending litigation on the date hereof and the MOM Member has made a Contribution with respect to such Project, then the MOM Member shall be entitled to cause such litigation to be settled in its sole discretion; provided, that the Administrative Manager can block such settlement by purchasing (or causing the MO Member to purchase) from the MOM Member its indirect interest in such Project for a purchase price equal to the amount the MOM Member would receive under Section 8.2(a) hereof if such Project was sold for the appraised “as-built” value as determined by an appraiser mutually agreed to by the Managers and the proceeds thereof were distributed under Section 8.2(a) hereof and obtaining a full release of any guaranties or indemnities provided by MM, the MOM Member or any Affiliate of MM or the MOM Member under any financing for such Project (if such purchase occurs, then the Project shall become an Other Owned LLC).

9.14 Officers The Managing Manager may, from time to time, appoint one or more persons to be officers of the Company. Unless the Managing Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, subject to the terms of this Agreement and any written employment agreement of such individual with the Company. No such appointment and no prescribed duties will reduce or dilute the power of the Managing Manager as set forth herein or at law. The Managing Manager may remove any officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the officer removed or of the Company or of any other Person. Any officer may resign at any time by giving written notice to the Managing Manager. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

9.15 Affiliate Transaction. No agreement between the Company, on the one hand, and the Administrative Manager, the MO Member or an Affiliate of the Administrative Manager or the MO Member, on the other hand, shall be effective unless approved in writing by the Managing Manager. No agreement between the Company, on the one hand, and the Managing Manager, the MOM Member or an Affiliate of the Managing Manager or MOM Member, on the other hand, shall be effective unless approved in writing by the Administrative Manager, except for an agreement expressly provided for herein.

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS.

10.1

Limitations on Transfers

(a) No Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest, nor shall any Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling such Member, without MM Consent. Notwithstanding the foregoing, the MOM Member shall not for any reason, whether voluntarily,

involuntarily or by operation of law, Transfer all or any of such Member's Membership Interest (other than a Transfer to an Affiliate of the MOM Member), nor shall the MOM Member indirectly Transfer all of such Member’s Membership Interest through a transaction that results in a change in the Person(s) Controlling the MOM Member, without the prior written consent of MH (which shall not be unreasonably withheld, delayed or conditioned) ("MH Consent") except such MH Consent is not required if the manager of the MOM Member does not change in connection with such Transfer. Any Transfer not expressly permitted in this Agreement shall be null and void. Whether or not MM Consent or MH Consent is required for a Transfer, a transferee of a Membership Interest shall have the right to become a substitute Member only if (i) such Person executes an instrument satisfactory to the Managing Manager accepting and adopting the terms and provisions of this Agreement, and (ii) such Person pays any reasonable expenses in connection with his or her admission as a substitute Member. Neither the admission of a substitute Member nor any Transfer complying with Section 10 shall release the Member who assigned the Membership Interest from any liability that such Member may have to the Company

(b) No Transfer of any Membership Interest may be made which (i) could cause a termination of the Company for federal income tax purposes; (ii) alone or in conjunction with any other Transfer, might adversely affect, or tend to affect adversely, the characterization of the Company as a partnership for federal income tax purposes; (iii) could result in the assets of the Company being considered by law to be assets of employee benefit plans and therefore subjecting those assets to the fiduciary standards of the Employee Retirement Income Security Act of 1974, as amended; or (iv) violates the Securities Act and any rules promulgated thereunder and any similar state ‘Blue Sky" laws. In addition, in no event may a Transfer occur which results in more than ninety-nine (99) beneficial owners of Membership Interests.

10.2

[reserved]

10.3 Drag Along Sale. If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MOM Member shall have the option (the "Drag-Along Option") to require the other Members (individually a "Drag Member" and collectively the "Drag Members") to sell, to the prospective purchaser acquiring the Membership Interests held by the MOM Member, the Membership Interests held by each Drag Member. If the MOM Member exercises the Drag-Along Option, then (a) each of the Members shall receive an amount in respect of Membership Interests sold equal to the amount that such Member would have received in respect of such Membership Interests if the Drag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section 6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Drag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Drag Along Option shall be exercisable by delivery of written notice to the Drag Members by the MOM Member. For purposes of this Section 10.3, "Drag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the

sale of the Membership Interests pursuant to this Section 10.3, excluding amounts relating to market employment arrangements.

10.4 Tag Along Sale If the MOM Member proposes to sell or transfer for value, directly or indirectly, to one or more purchasers all of its Membership Interests in an arm's length transaction, then the MO Member shall have the option (the "Tag-Along Option") to require the purchaser of such Membership Interests to purchase the Membership Interests held by the MO Member. If the MO Member exercises the Tag-Along Option, then (a) the MO Member shall receive an amount in respect of the Membership Interests sold by the MO Member equal to the amount that such Member would have received in respect of such Membership Interests if the Tag-Along Sale Consideration was treated as Cash From Capital Transactions in a deemed sale of all of the assets of the Company and such Cash From Capital Transactions was distributed to the Members pursuant to Section 8.2 (after making allocations pursuant to Section 6 in respect of such deemed sale), and (b) the Members shall (i) be subject to the same terms and conditions of sale (including without limitation any deferred payments of the Tag-Along Sale Consideration) and (ii) execute such documents and take such actions as may be reasonably required to effect such sale. The Tag-Along Option shall be exercisable by the MO Member by delivery of written notice to the MOM Member during the five Business Day period after the MO Member received written notice from the MOM Member of the terms and conditions of the proposed sale of the Membership Interests held by the MOM Member. For purposes of this Section 10.4, "Tag-Along Sale Consideration" means the aggregate net purchase price (after payment of all transaction expenses) received from the purchaser(s) in the sale of Membership Interests pursuant to this Section 10.4, excluding amounts relating to market employment arrangements, provided that such net purchase price shall be grossed-up (as determined by the MOM Member) to account for any Membership Interests not being purchased pursuant to this Section 10.4.

10.5 Buy-Out. At any time after the fifth anniversary of the Effective Date, the MOM Member may propose to purchase the MOM Member's interest in any Project (each such Project, a “Buy-Out Project”) by delivering written notice of the MOM Member’s desire to purchase such Buy-Out Projects to the MO Members (the "Buy-Out Notice") The MO Member shall have the right to accept the terms of purchase set forth in the Buy-Out Notice or request that the price for the purchase be established by the appraisal process set forth in this Section, in each case by delivery of written notice to the MOM Member within 15 days after delivery of the BuyOut Notice (the "Acceptance Period"). If the request set forth in the prior sentence (the "Appraisal Request") is not delivered within the Acceptance Period, then the MO Member shall be deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice. If the Appraisal Request is delivered within the Acceptance Period, (a) promptly after such Appraisal Request is delivered, the MOM Member (on the one hand) and the MO Members (on the other hand) will each engage an independent appraiser to perform an appraisal of each Buy-Out Project for its highest and best use, (b) if the two appraisals for any one Buy-Out Project are within five percent (5%) of each other, then the value for that Buy-Out Project shall be the average of the two appraisals, (c) if the two appraisals for any one Buy-Out Project are not within five percent (5%) of each other, then (x) the two existing appraisers shall select a third independent appraiser to perform an appraisal of the Buy-Out Project for its highest and best use and (y) the value for that Buy-Out Project shall be the average of (i) the third appraisal and (ii) whichever of the first two appraisals is closest to the third appraisal and (d) the purchase price

for the MO Member's interest in such Buy-Out Project shall be the portion of the Cash From Capital Transactions attributable to a sale of such Buy-Out Project at such value which the MO Member would receive under Section 8.2; provided, however, the MOM Member has no obligation to purchase the Membership Interests for such price, (e) if the MOM Member desires to purchase the Membership Interests held by the MO Member for the price established under the foregoing clause (d), the MOM Member shall deliver written notice to the MO Member within 60 days after the MOM Member delivers to the MO Member the calculation of the purchase price under the foregoing clause (d), and (f) if the MOM Member does not deliver written notice under the foregoing clause (e) within the 60 day period set forth therein, the MOM Member shall be deemed to have elected not to purchase the MO Member's interest in such BuyOut Project for such price. If the MO Member accepts or is deemed to have accepted the terms of the purchase set forth in the Buy-Out Notice, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the end of the Acceptance Period. If the Appraisal Request is delivered and the MOM Member elects to purchase the MO Member's interest in such Buy-Out Project for the price established under clause (d) of this subsection, then the closing of the purchase of the MO Member's interest in such Buy-Out Project shall occur within 30 days after the date on which the MOM Member delivers written notice of its election to purchase under clause (e) of this subsection. The transfer of the MO Member's interest in such Buy-Out Project shall be made pursuant to an assignment under which the MO Member represents he owns such interest free and clear of all security interests, lien, claim of ownership, right of first refusal or options of any kind and have the authority to sell interest without obtaining the consent or authorization from any Person or governmental authority.

10.6 No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.

10.7 New Members No new Member may be admitted into the Company, and no Membership Interests may be issued, without MM Consent.

11. DISSOLUTION AND WINDING UP OF THE COMPANY.

11.1 Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events:

(a) MM Consent to dissolve;

(b) The sale or other disposition of all or substantially all of the assets of the Company;

(c) The termination of the Company pursuant to Section 5.1; or

(d) Entry of a judicial decree of dissolution pursuant to the Act.

11.2 Winding Up of the Company. Upon dissolution of the Company, the Managing Manager shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section 11.2 and the Act. Profits, Losses, Nonrecourse

Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:

(a) First, to pay expenses of liquidation;

(b) Next, to pay the debts of the Company to third parties other than the Members;

(c) Next, to pay the debts of the Company owing to creditors who are Members;

(d) Next, to the establishment of any Cash Reserves which are reasonably determined to be necessary for contingent liabilities; and

(e) Thereafter, to the Members, in accordance with Section 8.2; provided, however, that the final Capital Account balances of each of the Members prior to the distribution contemplated by this Section 11.2(e), as determined by taking into account all Capital Account adjustments required by this Agreement, are intended to equal the amount that each Member will receive pursuant to Section 8.2. If, for any reason, the distributions pursuant to this Section 11.2(e) (in accordance with Section 8.2) do not result in the same distribution to each Member as would a distribution to the Members in accordance with their positive Capital Account balances upon liquidation of the Company, then the Profits and Losses of the Company and items thereof (including gross income and gross deduction) for the taxable year of the distribution contemplated by this Section 11.2(e) and, if necessary and agreed to by the Managing Manager in its sole discretion, for all prior taxable years for which amended federal tax returns can be filed, shall be revised or amended to the extent possible in order that the final Capital Account balance of each of the Members, prior to the distribution contemplated by this Section 11.2(e) (in accordance with Section 8.2) equals the amount that such Members will receive when the remaining proceeds available for distribution to the Members are distributed pursuant to Section 8.2

11.3 Right To Receive Property. The Members shall have no right to demand or receive property other than cash in return for their Contributions.

12. BOOKS AND RECORDS;

EXPENSES.

12.1 Books of Account. The Managing Manager shall, at the Company's sole cost and expense, keep separate, full and accurate books and records of the Company wherein shall be recorded and reflected all of the Contributions and all of the income, expenses and transactions of the Company and a list of the names and addresses of the Members in alphabetical order. The Administrative Manager or a Member shall have the right at any time to inspect the Company’s books and records

12.2 Accounting and Reports.

(a) Monthly and Annual Reports. The Managing Manager shall, at the

Company's sole cost and expense, cause the following to be delivered to the Members on a monthly basis, provided the unaffiliated property management company provides to the Managing Manager the appropriate information for the Managing Manager to prepare applicable financial statement (each shall be prepared in accordance with GAAP, consistently applied, except the monthly financials shall not contain footnotes and shall be subject to normal year-end adjustments):

(i) A balance sheet for the Company as of the end of the month for each of the first 11 months in a Fiscal Year together with a profit and loss statement for the period then ended; and

(ii) For each Fiscal Year, a balance sheet for the Company as of the end of such Fiscal Year together with a profit and loss statement for the year then ended (at the request of the MOM Member, such financial statements shall be audited by an accounting firm selected by the Managing Member).

The financial statements described in the foregoing clause (i) shall be delivered by the 25th day of the month following the last month in the period subject to such financial statements. The financial statements described in the foregoing clause (ii) shall be delivered by the March 31 after the end of the applicable Fiscal Year.

(b) Tax Returns. The Managing Manager shall engage a firm of independent certified public accountants to review, or sign as preparer, all federal, state and local tax returns which the Company is required to file. The Managing Manager shall deliver to the Members copies of all federal, state and local income tax returns and information returns, if any, which the Company is required to file.

12.3 Banking The funds of the Company shall be deposited into such account or accounts as are designated by the Managing Manager. All withdrawals of funds of the Company from bank accounts shall be made upon checks (or wire transfer authorizations) signed by the Managing Manager or the Person or Persons designated by the Managing Manager.

12.4 Expenses of Company. All direct expenses incurred in connection with conducting the Company's Business shall be billed to and paid by the Company. If any such expense is paid directly by a Manager or any Affiliate of a Manager, such Person may be reimbursed for such direct expenses without interest.

13. ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Membership Interests in the Company, or in the event of a distribution of the property of the Company to any Member hereto, the Managing Manager may, in its sole discretion, file an election in accordance with Section 754 of the Code and applicable Treasury Regulations to cause the basis of the Company's property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.

14. WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.

15. AMENDMENTS

15.1 Member Consent Required. Subject to Section 15.2 and the rights of the Managing Manager pursuant to Section 6.7, amendments to this Agreement may be made only if approved by the Members (and a Manager, if the amendment affects any of the rights or obligations of such Manager)

15.2 No Member Consent Required. Notwithstanding any provision of this Agreement, the following amendments to this Agreement may be made by the Managing Manager without any approval of any other Member:

(a) To reflect assignments of Membership Interests and substitutions of Members that comply with Section 10; and

(b) To reflect Contributions by the Member

16. NOTICES Any notice, communication, request, reply or advice provided for or permitted by this Agreement to be made or accepted by any party must be in writing. Notice may, unless otherwise provided herein, be given or served by: (i) delivering the same to such party in person or by commercial courier or personal messenger; (ii) electronic delivery via Email (which may include a .pdf, .tif, .gif, .jpeg or similar attachment to the electronic mail message); or (iii) depositing the same into custody of a nationally recognized overnight delivery service such as Federal Express or UPS. Notice given in any of the foregoing manners shall be effective only if and when delivered to (or refusal to accept delivery by) the party to be notified, or in the case of electronic mail, upon the entrance of such electronic mail into the information processing system designated by the recipient’s e-mail address provided that the date of transmission is a Business Day (and the transmission is transmitted prior to the close of business) and further provided that: (i) an overnight delivery is forwarded to the party being noticed on the same day as the electronic transmission; or (ii) there is a confirmed receipt of delivery by the sender’s server; or (iii) the recipient sends a reply email acknowledging receipt. The parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least one (1) Business Day prior written notice to the other party. For the purposes of notice, the addresses of the Managers and the Members, until changed, shall be as follows:

If to MH or the MO Member:

c/o 4G Wireless, Inc.

8871 Research Dr. Irvine, CA 92610

Attention: Mohammad Honarkar

Email: mhonarkar@4g-ventures.com

Copies to:

Much Shelist, P.C.

660 Newport Center Drive, Suite 900

Newport Beach, CA 92660

Attention: Glenn D. Taxman

Email: gtaxman@muchlaw.com

If to MM or the MOM Member:

c/o Continuum Analytics

520 Newport Center Drive, Suite 480 Newport Beach, CA 92660

Attention: Mahender Makhijani

Email: mahender@continuumanalytics.com

17. ATTORNEYS' FEES. Should any party hereto institute any arbitration, action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys' fees and costs for services rendered to the prevailing party in such action or proceeding.

18. REPRESENTATIONS OF THE MEMBERS.

18.1 Representations of MM. MM hereby represents and warrants to MHI and the MO Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MM and the MOM Member, enforceable against MM and the MOM Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) Authority Each of MM and the MOM Member has been duly formed and is validly existing in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement, to carry out the provisions and conditions hereof and to perform all acts necessary or appropriate to consummate all of the transactions contemplated hereby and no further action by MM or the MOM Member is necessary to authorize the execution or delivery of this Agreement;

(c) Execution. This Agreement has been duly and validly executed and delivered by MM and the MOM Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MM's knowledge, threatened against MM and the MOM Member that questions the validity or enforceability of this Agreement

18.2 Representations of MH MH hereby represents and warrants to MM and the MOM Member as follows:

(a) Binding Agreement. This Agreement constitutes the valid and binding agreement of MH and the MO Member, enforceable against MH and the MO Member in accordance with its terms, subject as to enforcement to bankruptcy, insolvency and other similar laws affecting the rights of creditors and to general principals of equity;

(b) [reserved];

(c) Execution. This Agreement has been duly and validly executed and delivered by MH and the MO Member; and

(d) Litigation. There is no action, suit or proceeding pending or, to MH's knowledge, threatened against MH or the MO Member that questions the validity or enforceability of this Agreement.

19. MISCELLANEOUS

19.1 Applicable Law; Venue. This Agreement shall, in all respects, be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law principles. Subject only to the arbitration provisions set forth at Section 19.10 of this Agreement, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the state courts of the State of California in Los Angeles County or the United States District Court for the Central District of California, for the purposes of any lawsuit, action or other proceeding arising out of or based upon this Agreement and the subject matter hereof. The parties hereto, to the greatest extent permitted by applicable law, hereby irrevocably and unconditionally waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such lawsuit, action or other proceeding brought in the above-named courts or as provided in the arbitration provisions of this Agreement, any claim that it is not subject personally to the jurisdiction of such courts or arbitration tribunal, that its property is exempt or immune from attachment or execution, that the lawsuit, action or proceeding is brought in an inconvenient forum, that the venue of the lawsuit, action or proceeding is improper or that this Agreement may not be enforced in or by such court or tribunal. Final judgment against a party in any such lawsuit, action or proceeding shall be conclusive, and may be enforced in any other jurisdiction (x) by lawsuit, action or proceeding on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of the liability of the party as therein described or (y) in any other manner provided by or pursuant to the laws of such other jurisdiction.

19.2 Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

19.3 Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their successors and permitted assigns.

19.4 Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

19.5 Entire Agreement. This Agreement (including the Exhibits) executed by each Member constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and any and all prior agreements, understandings or representations with respect to the subject matter hereof and thereof, including without limitation the Term Sheet, are hereby terminated and canceled in their entirety and are of no further force or effect.

19.6 Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof. No custom, practice or course of dealings which arise among the Members and/or the Managers in the administration hereof shall be construed as a waiver or diminution of the right of any Member or Manager to insist upon the strict performance by any other Member or Manager of the terms, covenants, agreements and conditions herein contained.

19.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile or in portable document format (a/k/a pdf) or other electronic format shall be as binding as original signatures. The parties agree that this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed and each party to this Agreement hereby consents to the use of any third party electronic signature capture service providers as may be chosen by the other party

19.8 Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

19.9 Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties and their successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third Persons to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement.

19.10 Arbitration In the event a Member or Manager breaches the terms of this Agreement, the non-breaching party shall have all rights and remedies available at law (for actual damages) and/or in equity; provided that no party shall be liable for consequential,

punitive or special damages. Any dispute, controversy or claim arising out of or relating to this Agreement (other than claims for injunctive or equitable relief), including, but not limited to, the interpretation, breach or termination thereof (including whether the claims asserted are arbitrable), shall be referred to and finally determined by arbitration in accordance with the expedited arbitration rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or such other rules as the parties may agree upon. Such arbitration shall be conducted by a single independent arbitrator. The parties to the arbitration shall within five (5) Business Days mutually agree on a single independent arbitrator. If they are unable to agree on an independent person within such five (5) Business Day period, the arbitrator shall be appointed by JAMS in accordance with its rules. Any arbitrator shall be either (A) a retired judge or (B) an attorney with at least twenty (20) years of litigation experience. The place of arbitration shall be Irvine, California. Any award rendered therein shall be final and binding on each and all of the parties thereto and their personal representatives and judgment may be entered thereon in any court of competent jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator, and may award attorneys’ fees and costs to the prevailing party. Discovery in accordance with California law shall be permitted. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the parties.

19.11 Expenses. Each party shall be responsible for all fees and expenses incurred by or on behalf of such party in connection with the negotiation and execution of this Agreement and the transfer of interests in the Subsidiaries to the Company.

19.12 Further Assurances. The MO Member shall take any and all action, and execute all documents necessary, to complete the assignment to the Company or a Subsidiary of any rights the MO Member has, directly or indirectly through another entity or entities, in and to the Projects.

19.13 Confidentiality. The Members and the Managers agree to keep the contents of this Agreement confidential; provided, however, the Members and Managers may disclose this agreement to their respective Affiliates and to the directors, officers, employees, agents, investors, representatives, attorneys, accountants and other advisors of a Member, a Manager or an Affiliate of a Member or a Manager and disclosure shall be permitted as required in connection with any financing or equity capital obtained or sought by the Company or any Subsidiary, by law (including in connection with any tax filing or audit), in accordance with legal process, or in connection with any dispute hereunder

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

MOM CA Investor Group LLC

By:

MOM

CA

Manager

LLC, a Delaware limited liability company,

By: ____________________________ Deba Shyam, Manager

MOM CA Manager LLC

By: ____________________________

Deba Shyam, Manager

Mohammad Honarkar

Manager

Participation Percentages and Capital Percentages

The Participation Percentages of the Members for Projects are as follows:

MOM Member: 50%

MO Member: 50%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Participation Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of Contributions made by the MOM Member for the Projects pursuant to Section 6.1 plus $35 million, (ii) plus any Contributions made by such Member under Section 6.2(a), (iii) plus any loan made by such Member under Section 6.2(b) and the denominator of which is (b) the sum of the total Contributions made by the MOM Member for the Projects pursuant to Section 6.1, plus the Contributions made by the Members pursuant to Section 6.2(a), plus the loans made by Members pursuant to Section 6.2(b) plus $35 million. The deemed Contribution made by a Member under Section 6.2(b) shall not be included in the calculation under the prior sentence.

The Participation Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 0%

MO Member: 100%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(f) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Participation Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d) The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence. The initial Contributions made by the MOM Member as of the date hereof for the Other Owned LLCs are $7,000,000.

The Capital Percentages of the Members for Projects are as follows:

MOM Member: 50%

MO Member: 50%

If all of the Members do not make Mandatory Additional Contributions pursuant to Section 6.2(a), then the Capital Percentage for each Member for the Projects shall be adjusted to equal the following expressed as a percentage: a fraction, the numerator which is (a) the sum of (i) 50% of the sum of Contributions made by the MOM Member for the Projects pursuant to Section 6.1 plus $35 million, (ii) plus any Contributions made by such Member under Section 6.2(a), (iii)

plus any loan made by such Member under Section 6.2(d) and the denominator of which is (b) the sum of the total Contributions made by the MOM Member for the Projects pursuant to Section 6.1, plus the Contributions made by the Members pursuant to Section 6.2(a) plus $35 million. The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence.

The Capital Percentages of the Members for Other Owned LLCs are as follows:

MOM Member: 0%

MO Member: 100%

If MO Member does do not make the Contributions for an Other Owned LLC pursuant to Section 6.1(f) and the MOM Member makes a Contribution for an Other Owned LLC (or a loan pursuant to Section 6.2(d)), then the Capital Percentage for each Member for the Other Owned LLCs shall be adjusted to equal the Contributions made by such Member for the Other Owned LLCs plus any loan made by such Member under Section 6.2(d) divided by the total Contributions made by all Members for the Other Owned LLCs plus the loans made by the MOM Member pursuant to Section 6.2(d). The deemed Contribution made by a Member under Section 6.2(d) shall not be included in the calculation under the prior sentence.

Exhibit B

Disbursement of Contribution for Hotel Laguna Project Fund shortfalls in the refinance of debt completed on or about the date hereof.

The Masters Building, LLC

689 S Coast Hwy, LLC

837 Park Ave, LLC

Laguna HI, LLC

Laguna HW, LLC

314 S. Harvard DE, LLC

4110 West 3rd Street DE, LLC

Tesoro Reedlands, LLC

Tustin Retail Properties, LLC

113 Canyon Acres, LLC

Terra Laguna Beach, Inc.

Pershing82, LLC

MJA Resturants, Inc.

4G Wireless, Inc

MS Nosh, LLC

Blue Lagoon Resort, LLC

Buena Vida RSM, LLC

Modan, LLC

Newport Crossing, LLC

Seven Degrees Laguna, Inc.

331 N. Coast, LLC

331 North Coast Hwy., LLC

BMV Apartments, LLC

7 Star Trade-In, LLC

Brookline Aliso Viejo, LLC

Laguna Beach Company, Inc

Marquis Marine, LLC

Poppy and Seed, LLC

2711 E Coast Hwy, LLC

Rancho San Joaquin Golf Course, LLC

The Fullest, LLC

Pizza 90, Inc

14 West Coast, LLC

Cliff Drive NB Properties, LLC

Cleo Hotel Project

*Laguna HW, LLC (14 West)

* Laguna HI, LLC (Holiday Inn)

Koreatown Project

*314 S. Harvard DE, LLC

*4110 West 3rd Street DE, LLC

Assisted Living/ Memory Care project

Newport Crossing project

Other Owned LLCs

1) Cleo Hotel Project

*Laguna HW, LLC (14 West)

* Laguna HI, LLC (Holiday Inn)

2) Koreatown Project

*314 S. Harvard DE, LLC

*4110 West 3rd Street DE, LLC

3) Assisted Living/ Memory Care

4) Newport Crossing

Exhibit D

Additional Projects

Exhibit E

First Choice LLCs

MOM AS Investco LLC, a Delaware limited liability company. MOM BS Investco LLC, a Delaware limited liability company.

SECOND AMENDMENT TO OPERATING AGREEMENT OF MOM AS INVESTCO LLC; MOM BS INVESTCO LLC; MOM CA INVESTCO LLC

This Agreement (“Agreement”) is made as of August 26, 2021 (the “Effective Date”) by and among MOHAMMAD HONARKAR and MO Member (collectively, “MH”), MOM AS INVESTCO LLC, a Delawarelimitedliabilitycompany(the“ASCompany”),MOMASMANAGERLLC,aDelawarelimited liability company (“AS Manager”), MOM AS INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”), MOM BS INVESTCO LLC, a Delaware limited liability company (the “BS Company”), MOM BS MANAGER LLC, a Delaware limited liability company (“BS Manager”), MOM BS INVESTOR GROUP LLC, a Delaware limited liability company (“BS Investor”), MOM CA INVESTCO LLC, a Delaware limited liability company, (the “CA Company”; together with the AS Company and the BS Company are sometimes collectively referred to as the “Companies”), MOM CA MANAGER LLC, a Delaware limited liability company (“CA Manager”), and MOM CA INVESTOR GROUP LLC, a Delaware limited liability company (“AS Investor”). The Companies, together with AS Manager, AS Investor, BSManager, BS Investor, CA Manager and CA Investor are sometimes collectively referred to as the “Non-MH Parties.”

RECITALS

A. The AS Company is governed by an Operating Agreement of the AS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “AS Agreement”).

B. The BS Company is governed by an Operating Agreement of the BS Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “BS Agreement”).

C. The CA Company is governed by an Operating Agreement of the CA Company, dated as of as of June 8, 2021, as amended by a First Amendment dated as of June 30, 2021 (collectively, the “CA Agreement”; together with the AS Agreement and the BS Agreement are sometimes collectively referred to as the “Operating Agreements”).

D. As of the Effective Date, various of the Other Owned LLCs and Subsidiaries are executing that certain Promissory Note (the “Note”) in the principal amount of Seventeen Million Two Hundred Fifty-Five Thousand Three Hundred Sixteen Dollars ($17,255,316.00) (the “Loan”) in favor of Coastline Santa Monica Investments, LLC. MH is providing a full guaranty of such Loan. All of the proceeds of the Loan are being used for the sole purpose of avoiding a claim made pursuant to a Judgment being made by the beneficiary of the Judgment against the Projects and real property owned by the Other Owned LLCs and Subsidiaries. Such a claim can be avoided by satisfying the Judgment and paying it in full.

E. The parties desire to amend the respective Operating Agreements.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Recitals; Defined Terms. The foregoing recitals are hereby incorporated herein by this specific reference. All capitalized terms used in this Agreement and not otherwise defined shall have the same definitions as are ascribed to them in the Operating Agreements.

2. Amendment: The Operating Agreements are amended by adding the following new Section 9.8(j):

“(j) For the MO Member and MH, Sections 9.8(b) and (c) of this Operating Agreement are modified to add “negligence” immediately after “bad faith”. In addition, the MO Member and MH, jointly and severally, shall indemnify and hold harmless MOM AS Investco LLC, a Delaware limited liability company, MOM AS Manager LLC, a Delaware limited liability company, MOM AS Investor Group LLC, a Delaware limited liability company, MOM BS Investco LLC, a Delaware limited liability company, MOM BSManager LLC,aDelawarelimitedliabilitycompany,MOMBS Investor GroupLLC,a Delaware limited liability company, MOM CA Investco LLC, a Delaware limited liability company, MOM CA Manager LLC, a Delaware limited liability company, and MOM CA Investor Group LLC, a Delaware limited liability company, and each of their respective permitted successors, officers, directors, managers, members, partners, employees, agents and affiliates (individually an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts incurred by an Indemnitee relating to or arising from (i) any intentional fraud, willful misconduct, bad faith, negligence or material breach of this Agreement by the MO Member or MH, or (ii) any fact or circumstance first arising prior to June 8, 2021, with respect to any Project or other asset owned directly orindirectly by the Company (including, without limitation, any asset owned by any of the Other Owned LLCs), or (iii) in the event that said property is sold then any fact or circumstance arising through the date of the sale including the execution of the required sale documents, except, with respect to this clause (iii) only, for any intentional fraud, willful misconduct, bad faith or material breach of this Agreement by any Indemnitee.”

3. Representations & Warranties by the Non-MH Parties. The Non-MH Parties will obtain a written consent from Preferred Bank to the Loan and provide such consent to MH within 90 days following the Effective Date. If the Non-MH Parties are unable to obtain written consent from Preferred Bank within said 90 days and a default under the loan documents is declared as a result of the Loan, then the Non-MH Parties shall refinance the Preferred Bank loan prior to foreclosure. In the event Lone Oak Fund LLC claims a default under its loan documents as a result of the Loan, then the Non-MH Parties shall refinance the Lone Oak loan prior to foreclosure. In the event of a breach by the Non-MH Parties of this Section 3, MH shall have any and all rights and remedies available to him at law and/or in equity.

4. Agreement in Full Force. Except as amended by this Agreement, each Operating Agreement is unchanged and in full force and effect.

5. Prevailing Party: If any action or proceeding is commenced by either party to enforce its rights or remedies under this Agreement (an “Action”), the prevailing party in such Action shall be entitled to recover its actual attorneys’ fees and court costs incurred therewith.

6. Facsimile/PDF; Counterparts. This Agreement may be executed in one or more counterparts. All such counterparts, when taken together, shall comprise the fully executed Agreement. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment toan electronicmail message or signedelectronically using DocuSign or other similar software, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version of this Agreement, delivered in person. This Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on such parties as if it were physically executed.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT 6

WASHINGTON, D.C.

In the Matter of

ALLEGIANT UNITED HOLDINGS, LLC

Irvine, California

NANO FINANCIAL HOLDINGS, INC.

Irvine, California and NANO BANC

Irvine, California

Docket No. 22-001-B-HC

22-001-B-SM

Order to Cease and Desist Issued Upon Consent Pursuant to the Federal Deposit Insurance Act, as Amended

WHEREAS, Allegiant United Holdings, LLC, Irvine, California (“Allegiant”) and Nano Financial Holdings, Inc., Irvine, California (“Nano Financial”) (collectively, the “Companies”), are registered bank holding companies, that own and control Nano Banc, Irvine, California (the “Bank”), a state-chartered bank that is a member of the Federal Reserve System;

WHEREAS, on February 24, 2021, the Companies and the Bank entered into a Written Agreement with the Federal Reserve Bank of San Francisco (the “Reserve Bank”) designed to improve the financial soundness of the Companies and the Bank that, among other enhancements to the Bank’s operations, required the Bank to retain an independent third party to assess the effectiveness of the Bank’s corporate governance, board and management structures, and staffing needs (the “Written Agreement”);

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

WHEREAS, following the execution of the Written Agreement, the Reserve Bank conducted a targeted examination of the Bank that identified additional safety and soundness deficiencies at the Bank, including with respect to unsecured loans made to shareholders of Nano Financial;

WHEREAS, the Bank is currently operating without a permanent Chief Executive Officer, and Chief Financial Officer, and a sufficient number of board members, which are vital to the safe and sound operations of the Bank in light of the numerous remedial requirements of the Written Agreement;

WHEREAS, on December 15, 2021, the California Department of Financial Institutions issued a Cease and Desist Order that requires the board of directors of the Bank to increase the number of directors in accordance with state law;

WHEREAS, it is the common goal of the Board of Governors, the Companies, and the Bank, that the Companies and the Bank operate in compliance with all applicable federal laws, rules, and regulations;

WHEREAS, the Companies, the Bank, and the Board of Governors have mutually agreed to enter into this consent Cease and Desist Order (the “Order”); and

WHEREAS, the board of directors of the Companies and the Bank at duly constituted meetings, adopted resolutions authorizing and directing the undersigned to enter into this Order on behalf of the Companies and the Bank, respectively, and consenting to compliance with each and every provision of this Order by the Companies and the Bank, and waiving all rights that the Companies and the Bank may have pursuant to section 8 of the Federal Deposit Insurance Act, as amended (the “FDI Act”) (12 U.S.C. § 1818), including, but not limited to: (i) the issuance of a notice of charges on any and all matters set forth in this Order; (ii) a hearing for the purpose of

taking evidence on any matters set forth in this Order; (iii) judicial review of this Order; and

(iv) challenge or contest, in any manner, the basis, issuance, validity, terms, effectiveness or enforceability of this Order or any provision hereof.

NOW, THEREFORE, it is hereby ordered that, before the filing of any notices, or taking any testimony or adjudication of or finding on any issues of fact or law, and solely for the purpose of settling this matter without a formal proceeding being filed and without the necessity for protracted or extended hearings or testimony, pursuant to sections 8(b)(1) and (b)(3) of the FDI Act (12 U.S.C. §§ 1818(b)(1) and 1818(b)(3)), the Companies, the Bank, and their institution-affiliated parties, as defined in section 3(u) of the FDI Act (12 U.S.C. §§ 1813(u) and 1818(b)(3)), shall cease and desist and take affirmative action as follows:

Qualified Directors and Management

1. Within 10 days of this Order the Companies and the Bank shall propose permanent executive officers to fill the role of Chief Executive Officer, Chief Financial Officer, and Chief Credit Officer of the Bank in accordance with the notice provisions of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et seq.). Such executive officers shall have the qualifications and experience necessary to fulfil their duties and responsibilities, restore the Bank to a safe and sound condition, comply with applicable laws and regulations, and comply with the provisions of this Order.

2. Within 10 days of this Order the Companies and the Bank shall propose a sufficient number of directors for the Bank to achieve the minimum number of directors required under applicable state law, with a majority being outside directors, in accordance with section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12

C.F.R. §§ 225.71 et seq.). Such directors shall have the qualifications and experience necessary to fulfil their duties and responsibilities, restore the Bank to a safe and sound condition, comply with applicable laws and regulations, and comply with the provisions of this Order. For purposes of this paragraph, the term “outside director” is defined as an individual, not an employee or executive officer of the Bank or its parent company, who owns less than 10 percent of the outstanding voting stock of the Bank or its parent company, who is not related in any manner to any shareholder who owns 10 percent or more of the outstanding voting stock of the Bank or its parent company or any related interest of such a shareholder, and does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

3. (a) Nano Financial shall provide the Reserve Bank with written notice 30 days prior to dismissing any of its executive officers or directors, or any director or executive officer of the Bank. The Bank shall provide the Reserve Bank with written notice 30 days prior to dismissing any executive officer of the Bank. If Nano Financial or the Bank become aware of an upcoming meeting of the shareholders of Nano Financial at which the dismissal of a director or executive officer of the Nano Financial or the Bank is proposed to be considered, Nano Financial and the Bank shall promptly provide the Reserve Bank with written notice.

(b) The written notice to the Reserve Bank shall, at a minimum, identify the officer or director being considered for removal, the reasons for the proposed removal, and the name and qualifications of any individual proposed to replace the officer or director to be removed. The management shall also provide written notice to any individual seeking to replace an executive officer or director of the Companies or the Bank that provides the individual must not exercise the authority of such position without a non-objection in accordance with the notice

provisions of section 32 of the FDI Act (12 U.S.C. § 1831i) and Subpart H of Regulation Y of the Board of Governors (12 C.F.R. §§ 225.71 et seq.).

Insider Transactions

4. Within 30 days of the effective date of this Order, the Bank shall submit a written plan acceptable to the Reserve Bank to enhance the Bank’s compliance with Regulation O of the Board of Governors (12 C.F.R. Part 215). The plan shall, at a minimum, address, consider and include the following three items with respect to any financial transaction subject to the provisions of Regulation O:

(a) maintaining adequate documentation of covered financial transactions;

(b) ensuring adequate disclosure of the financial condition of the parties involved in any covered financial transaction; and

(c) an analysis of whether a covered financial transaction is on market terms.

Insider Transaction Review

5. (a) Within 10 days of the effective date of this Order, the Bank shall engage an independent third party acceptable to the Reserve Bank to identify and conduct a review of all extensions of credit between insiders and the Bank (the “Insider Transaction Review”) that have occurred within the two year period immediately prior to the effective date of this Order, or for additional time periods as directed by the Reserve Bank, including but not limited to any loan or personal expense paid to an insider through a corporate credit card, and to prepare a written report detailing the independent third party’s findings (the “Insider Transaction Review Report”).

In addition, the Insider Transaction Review shall include any other financial transaction that is identified for inclusion by the Reserve Bank. For purposes of this paragraph, “insiders” and

“extensions of credit” shall be defined as in sections 215.2(h) and 215.3 of Regulation O (12 C.F.R. §§ 215.2(h), 215.3).

(b)

(b) Within 20 days after Reserve Bank’s approval of the Bank’s independent third-party selection, the Bank shall submit to the Reserve Bank for approval an engagement letter for the independent third-party conducting the Insider Transaction Review that sets forth:

(i) the scope of the Insider Transaction Review including, but not limited to: (A) the identification of all extensions of credit between insiders and the Bank; (B) an analysis of whether the extensions of credit and the other transactions identified by the Reserve Bank were made on preferential terms or present more than the normal risk of repayment or other unfavorable features; (C) an assessment of the adequacy of the due diligence performed by the Bank in connection with identifying and approving the extensions of credit and the other transactions identified by the Reserve Bank; and (D) a determination of the timing of financial disclosures made by insiders to the Bank in connection with the extensions of credit and the other transactions identified by the Reserve Bank;

(ii) the methodology for conducting the Insider Transaction Review;

(iii) the expertise and resources to be dedicated to the Insider Transaction Review;

(iv) the anticipated date of completion of the Insider Transaction Review and the Insider Transaction Review Report;

(v) a commitment that the Insider Transaction Review Report and any drafts thereof will be provided to the Reserve Bank at the same time that the Insider Transaction Review report or a draft is provided to the Bank; and

(vi) a commitment that supporting material and any drafts thereof associated with the Insider Transaction Review and the Insider Transaction Review Report will be made available to the Reserve Bank upon request.

(c) Throughout the Insider Transaction Review, Bank management shall take all steps to ensure that all matters or transactions that were not previously part of the Bank’s records are timely and accurately disclosed to the independent third party.

6. Within 30 days of receipt of the final Insider Transaction Review Report by the Reserve Bank, the Bank shall submit a written plan to remediate any extension of credit or other transaction identified by the Reserve Bank or the independent third party as being made on preferential terms or presenting more than the normal risk of repayment or other unfavorable features, acceptable to the Reserve Bank.

Insider Transaction Controls

7. Within 30 days of this Order, the Bank shall submit written policies and procedures acceptable to the Reserve Bank to strengthen the Bank’s internal controls related to financial transactions between the Bank and senior executives, directors, and/or any entities which they control. The policies and procedures shall address the following eight items:

(a) steps to ensure compliance with Regulation O of the Board of Governors (12 C.F.R. Part 215);

(b) measures to require the submission on an on-going basis of a full and complete confidential listing of all entities which senior executives and directors control;

(c) a revised methodology for determining the risk tolerance level for lending to senior executives, directors, and/or any entities which they control;

(d) guidelines to ensure the standard preparation of loan proposals to include the full disclosure of how such loan would impact the financial interests of any senior executives, directors, and/or any entities which they control;

(e) enhanced procedures to ensure that:

(i) all borrowers are required to fully disclose their current financial information, repayment sources, global cash flow, overall debt service ability, and the value of any collateral;

(ii) any director or Bank employee who is responsible for reviewing each such transaction discloses any financial relationship with the borrower or guarantor; and

(iii) any individual or committees responsible for approving such borrower’s credit request are provided with all necessary information to support decision making.

(f) controls to ensure that financial transactions between the Bank and senior executives, directors, and/or any entities which they control are subject to adequate monitoring and subject to periodic review of related signed financial statements, balance sheets, income statements, and statements of cash flow;

(g) reporting of internal controls reviews to the board of directors; and

(h) enhancements to the Bank’s corporate expense policies.

For purposes of this paragraph and paragraph 8, “control” shall be defined as in section 215.2 of Regulation O (12 C.F.R. §215.2(c)).

Lending and Credit Administration

8. Within 60 days of this Order, the Bank shall submit written lending and credit administration policies and procedures acceptable to the Reserve Bank that shall include, address, consider, and include the following five items:

(a) reassessed and enhanced underwriting standards for: (i) loans classified, in whole or in part, as “loss,” “doubtful,” or “substandard” in the most recent Report of Examination, (ii) loans made to shareholders, senior executives, directors, and/or any entities which they control, (iii) commercial real estate loans, (iv) commercial and industrial loans, and

(v) loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Call Report Schedule RC-C, Memorandum 3 (collectively, “covered loans”), to align with the bank’s lending limits and an acceptable risk tolerance;

(b) underwriting standards that require documented analyses of: (i) the borrower’s repayment sources, global cash flow, and overall debt service ability; and (ii) the value of any collateral;

(c) standards to require updated financial information and credit analysis;

(d) procedures and controls to ensure compliance with loan documentation and collateral requirements to minimize exceptions; and

(e) procedures and controls to ensure that appraisals are obtained prior to any final credit decisions.

Lending Restrictions

9. Effective immediately, and until such time as the Bank has demonstrated that the lending and credit administration enhancements required under paragraph 8 have been implemented and are sustainable to the satisfaction of the Reserve Bank, the Bank shall not

directly or indirectly approve, extend, modify or renew any covered loan, as defined in Paragraph 8(a), without prior approval from the Reserve Bank.

Affiliate Transactions

10. (a) The Companies and the Bank shall take all necessary actions to ensure that the Bank complies with sections 23A and 23B of the Federal Reserve Act (12 U.S.C. §§ 371c and 371c-1) and Regulation W of the Board of Governors (12 C.F.R. Part 223) in all transactions between the Bank and its affiliates, including but not limited to, Nano Financial.

(b) Within 30 days of this Order, the Bank shall submit a written policy acceptable to the Reserve Bank regarding transactions between the Companies and the Bank, including, but not limited to, the allocation, documentation, and approval of expenses to ensure compliance with sections 23A and 23B and Regulation W.

(c) The Companies and the Bank shall take all necessary steps to correct the violations of sections 23A and 23B and Regulation W cited in the most recent Report of Examination.

Compensation Governance and Controls

11. (a) Within 60 days of this Order, the Bank shall retain an independent thirdparty acceptable to the Reserve Bank to assess the adequacy of the Bank’s compensation governance, policies, procedures, and internal controls (“Compensation Governance and Controls Review”), and to prepare a written report of findings and recommendations (the “Compensation Governance and Controls Review Report”). The Compensation Governance and Controls Review shall include an assessment and recommendations regarding the following five items:

(i) the adequacy of the board’s compensation committee, to include whether the committee is comprised of only independent directors;

(ii) whether the Bank’s compensation policies include all key components of a sound compensation program, including but not limited to board approved compensation types and packages, eligibility and vesting standards, risk adjustment attributes and claw back provisions, document retention and reporting requirements;

(iii) whether incentive-based compensation adequately balances risk and rewards with appropriate levels of risk management, controls and governance practices;

(iv) the adequacy of compensation internal controls to ensure the compensation policy is being adhered to; and

(v) whether the Bank’s compensation policies and controls include clear roles, responsibilities, and segregation of duties.

(c) Within 10 days of the Reserve Bank’s approval of the Bank’s independent third party selection, the Bank shall submit an engagement letter acceptable to the Reserve Bank for approval. The engagement letter shall require the independent third party to submit the Compensation Governance and Controls Review Report within 90 days of regulatory approval of the engagement letter and a commitment that the Compensation Governance and Controls Review Report and any drafts thereof will be provided to the Reserve Bank at the same time that it is provided to the Bank’s board of directors.

12. Within 30 days of receipt of the Compensation Governance and Controls Review Report, the Bank’s board of directors shall submit a written plan that fully addresses the findings and recommendations in the Compensation Governance and Controls Review Report.

Approval, Implementation, and Progress Reports

13. (a) The Companies and the Bank, as applicable, shall submit the written plans, programs, policies, and procedures that are acceptable to the Reserve Bank within the applicable time periods set forth in paragraphs 4, 6, 7, 8, 10, and 12 of this Order. Each plan, program, policy, or procedure shall contain a timeline for full implementation of the plan, program, policy, or procedure with specific deadlines for the completion of each component of the plan, program, policy, or procedure. Independent third parties acceptable to the Reserve Bank shall be retained within the time periods set forth in paragraphs 5 and 11 of this Order. Engagement letters acceptable to the Reserve Bank shall be submitted within the time periods set forth in paragraph 5 and 11 of this Order.

(b) Within 10 days of approval by the Reserve Bank, the Companies, and the Bank, as applicable, shall adopt the approved plans, programs, policies, and procedures. Upon adoption, the Companies and the Bank, as applicable, shall promptly implement the approved plans, programs, policies, and procedures, and thereafter fully comply with them.

(c) During the term of this Order, the approved plans, programs, policies, and procedures shall not be amended or rescinded without the prior written approval of the Reserve Bank.

14. Within 10 days after the end of each quarter following the date of this Order, the Companies and the Bank, as applicable, shall jointly submit to the Reserve Bank written progress reports detailing the form and manner of all actions taken to secure compliance with this Order, a timetable and schedule to implement specific remedial actions to be taken, and the

results thereof. The Reserve Bank may, in writing, discontinue the requirement for progress reports or modify the reporting schedule.

Communications

15. All communications regarding this Order shall be sent to:

(a) Richard M. Ashton

Deputy General Counsel

Jason A. Gonzalez

Assistant General Counsel

Board of Governors of the Federal Reserve System

20th & C Streets, N.W.

Washington, D.C. 20551

(b) Paul Dimapawi

Assistant Vice President

Federal Reserve Bank of San Francisco

950 South Grand Avenue

Los Angeles, California, 90015

(c) Bill Wilson

Chief Risk Officer

Nano Banc

7755 Irvine Center Drive, 3rd Floor

Irvine California, 92618

(d) Mark Troncale President

Nano Banc

7755 Irvine Center Drive, 3rd Floor

Irvine, California, 92618

Miscellaneous

16. Notwithstanding any provision of this Order to the contrary, the Reserve Bank may, in its sole discretion, grant written extensions of time to the Companies and the Bank to comply with this Order. The Companies and the Bank must submit a written request to the Reserve Bank for any extensions of time.

17. The provisions of this Order shall be binding on the Companies and the Bank, and each of their institution-affiliated parties, in their capacities as such, and their successors and assigns.

18. Each provision of this Order shall remain effective and enforceable until stayed, modified, terminated, or suspended in writing by the Board of Governors.

19. This Order does not supersede the Written Agreement by and between the Reserve Bank, the Companies and the Bank, dated February 24, 2021.

20. The provisions of this Order shall not bar, estop, or otherwise prevent the Board of Governors, the Reserve Bank, or any other federal or state agency from taking any other action affecting the Companies, the Bank, any of their subsidiaries, or any of their current or former institution-affiliated parties and their successors and assigns

By Order of the Board of Governors of the Federal Reserve System effective this 18th day of January, 2022.

NANO BANC

By: /s/ Mark Troncale ____________ Mark Troncale President

NANO FINANCIAL HOLDINGS INC.

By: /s/ Mark Troncale _____________ Mark Troncale

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

By: /s/ Ann Misback _____________ Ann E. Misback Secretary of the Board

ALLEGIANT UNITED HOLDING, LLC

By: /s/ Mark Troncale _____________ Mark Troncale

EXHIBIT 7

March 22, 2023

VIA E-MAIL AND FEDERAL EXPRESS

MOM AS Manager LLC

Banayotis Haddad, Manager

Attn: Mahender Makhijani

c/o Continuum Analytics

520 Newport Center Drive, Suite 480 Newport Beach, CA 92660 mahender@continuumanalytics.com

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

Boston New York

Brussels Orange County

Century City Paris

Chicago Riyadh

Dubai San Diego

Düsseldorf San Francisco

Frankfurt Seoul

Hamburg Shanghai

Hong Kong Silicon Valley

Houston Singapore

London Tel Aviv

Los Angeles Tokyo

Madrid Washington, D.C.

Re: Request for Inspection of Books and Records of MOM AS Investco LLC

Dear Mr. Makhijani and Mr. Haddad:

Latham & Watkins LLP (“Latham”) represents Mohammad Honarkar with respect to his interest as Member and Administrative Manager in MOM AS Investco LLC (the “Company”).1

As attested in the Verification and Power of Attorney, attached hereto as Exhibit A, Mr. Honarkar has authorized Latham to make this Demand and has authorized Latham to conduct the resultant inspection of the Company’s books and records.

We write on behalf of Mr. Honarkar to demand inspection of the Company’s books and records pursuant to and in accordance with: (i) Sections 12.1 and 12.2 of the Company’s Operating Agreement; (ii) Section 18-305 of the Delaware Limited Liability Act, 6 Del. C. § 18305; and (iii) Sections 17704.10 and 17701.13 of the California Corporations Code (collectively, the “Inspection Rights”).

Specifically, pursuant to his Inspection Rights, Mr. Honarkar hereby demands copies of the following books and records:

1. A current list of the full name and last known address or residence of each Member and all persons who can act on behalf of the Company or any of the Subsidiaries and Other Owned LLCs (together, the “Owned Companies”) set forth in alphabetical order, together with the Capital Contributions, Capital Account and Member Percentage of each Member;

1 Unless otherwise noted, all capitalized terms shall have the meanings set forth in the Operating Agreement of MOM AS Investco LLC, dated June 8, 2021 (the “Operating Agreement”).

2. A current list of the full name and business or residence address of the Managing Manager;

3. A copy of the Certificate of Formation and a copy of the charter documents of each of the Owned Companies and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any such other charter documents or any amendments to any of the foregoing have been executed;

4. Copies of the federal, state, and local income tax or information and reports for the Company and each of the Owned Companies for the two most recent taxable years;

5. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each month from June 8, 2021 (the “Start Date”) to the present, with a profit and loss statement for the period then ended;

6. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each Fiscal Year from the Start Date to the present with a profit and loss statement for the year then ended;

7. Copies of the Company’s and the Owned Companies’ books and records as they relate to the internal affairs of the Company from the Start Date to the present;

8. Copies of the general ledger of the Company and each of the Owned Companies from the Start Date through the present;

9. Copies of the business plans, budgets, and ARGUS files of the Company and each of the Owned Companies, and all documents relating thereto, for the period from the Start Date to anytime in the future;

10. Copies of all estimates or projections of the Company and each of the Owned Companies’ past, present or future performance and value, and all documents relating to such estimates or projections, for the period from the Start Date to anytime in the future;

11. Copies of all materials concerning the content and value of the Company and each of the Owned Companies’ inventory for the period from the Start Date through the present;

12. Copies of all materials identifying and reflecting the value of the assets (excluding inventory) of the Company and each of the Owned Companies for the period from the Start Date through the present;

13. Copies of all materials including, without limitation, any loan agreements, notes, mortgages, security agreements, credit agreements, guarantees, and UCC

Statements, concerning the Company’s and each of the Owned Companies’ debts and/or liabilities for the period from the Start Date through the present;

14. Copies of all materials reflecting, substantiating, calculating, describing, or constituting payments, fees, or benefits provided or paid to the Manager or any of its Affiliates from or in respect of the Company or any Owned Company for the period from the Start Date through the present;

15. Copies of all materials reflecting, substantiating, calculating, describing, or constituting reimbursements or advances (whether for expenses of Manager, its Affiliates, any Owned Company or otherwise) requested by the Manager or its Affiliates, or paid by the Company or any Owned Company to or for the benefit of the Manager or its Affiliates, or otherwise paid from Property revenues, for the period from the Start Date through the present;

16. Copies of all materials which set forth the Company’s and each of the Owned Companies’ respective budgeting, forecasts, strategy, business plans, inventory planning, and cash management, for the period from the Start Date through the present;

17. Copies of all materials which identify all manufacturers, suppliers, contractors, vendors, distributors, or others, who have provided goods or services to the Company or any Owned Company, to whom the Company or any Owned Company has paid more than $5,000 from the Start Date to the present;

18. Copies of all materials related to any outside financing of the Company or any of the Owned Companies, and any steps taken by the Company or any Owned Company to explore outside financing (whether through debt or equity transactions);

19. Copies of all materials reflecting any sums received from the Company or any Owned Company to the Manager or MOM Member the Start Date to the present; and

20. Copies of all materials for each bank account associated with the Company and each of the Owned Companies, including, without limitation, month-end account statements.

Mr. Honarkar’s purposes for inspection of the Company’s books and records are, among other things, to:

1. To value his business interest in the Company and Owned Companies;

2. To determine whether, and to what extent, the Manager or MOM Member have failed to comply with their contractual and other obligations;

3. To determine whether, and to what extent, the Manager or MOM Member have committed waste as to any of the Company’s and/or Owned Companies’ assets;

4. To determine whether, and to what extent, anyone affiliated with the Company and/or any Owned Company has engaged in wrongdoing, theft, self-dealing, commingling or other improper conduct in connection with the Company’s and/ or Owned Companies’ operations or assets;

5. To determine whether, and to what extent, the Company and/or the Owned Companies have failed to maintain any of the books and records required by law; and

6. To determine whether the books and records that the Company and the Owned Companies have maintained are full, complete and accurate.

Pursuant to Delaware Code title 6, chapter 18-305(f) and Sections 12.1-12.2 of the Operating Agreement, we request that you produce the foregoing materials, and certify that all books, records, and documents responsive to the requests herein have been produced, within five (5) business days from the date of receipt of this request. Please direct all future correspondence and the requested materials to Latham, using the contact information below.

Joshua G. Hamilton

Latham & Watkins LLP

10250 Constellation Boulevard, Suite 1100 Los Angeles, CA 90067 (424) 653-5509

joshua.hamilton@lw.com

This letter also puts you on notice of your obligation to preserve and maintain all Documents2 relating to the Company, any Owned Company, the Operating Agreement, and/or your services to the Company or any Owned Company that are in your possession, custody, or control, regardless of where stored, maintained, or located. Do not discard, destroy, delete, alter, or overwrite any such information. This obligation is ongoing—it applies to all materials that you create or receive in the future. In this regard, you must suspend any applicable document

2 For purposes of this notice, the term “Documents” includes without limitation electronic documents such as emails and attachments, text or chat messages on any platform (including encrypted chats), calendars, schedules, video or sound recordings, pictures, presentations (e.g., PowerPoint), spreadsheets, PDFs, word processing documents, voicemails, diagrams, images, databases, and other electronic information (whether maintained on a laptop, desktop computer, internal or external hard drive, server, network, legacy system, flash drive, shared drive, diskette, iPad, smartphone, or other removable media or storage device). This also includes relevant information stored on products you do not own, such as the personal laptops or home computers of any employees or affiliates. The term “Documents” also includes social media content and communications (e.g., wall posts, messages, comments, pictures, videos) contained in social media sites and social network sites. Additionally, “Documents” includes all hard copy materials, including all writings (whether typed, printed, final or draft form), all handwritten notes, sketches, photographs, drawings, videotapes, photographs, product packaging, manuals and other tangible objects.

destruction/deletion procedures or practices and take affirmative steps to retain all documents that relate to the above categories. This may include modifying your email filters and preference settings to prevent automatic email deletion.

In the event the Company does not timely produce and/or provide access to the requested materials, Mr. Honarkar reserves all rights to seek appropriate relief in law and at equity. Further, Mr. Honarkar reserves all rights to request copies of additional books and records at any time. Nothing herein is intended to waive any of Mr. Honarkar’s rights, remedies, or objections, all of which are expressly reserved.

Best regards,

/s/ Joshua G. Hamilton

Joshua G. Hamilton of LATHAM & WATKINS LLP

EXHIBIT 8

March 22, 2023

VIA E-MAIL AND FEDERAL

EXPRESS

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

Boston New York

Brussels Orange County

Century City Paris

Chicago Riyadh

Dubai San Diego

Düsseldorf San Francisco

Frankfurt Seoul

Hamburg Shanghai

Hong Kong Silicon Valley

Houston Singapore

MOM BS Manager LLC

Jason Miller, Manager

Attn: Mahender Makhijani

c/o Continuum Analytics

520 Newport Center Drive, Suite 480 Newport Beach, CA 92660 mahender@continuumanalytics.com

London Tel Aviv

Los Angeles Tokyo

Madrid Washington, D.C.

Re: Request for Inspection of Books and Records of MOM BS Investco LLC

Dear Mr. Makhijani and Mr. Miller:

Latham & Watkins LLP (“Latham”) represents Mohammad Honarkar with respect to his interest as Member and Administrative Manager in MOM BS Investco LLC (the “Company”).1

As attested in the Verification and Power of Attorney, attached hereto as Exhibit A, Mr. Honarkar has authorized Latham to make this Demand and has authorized Latham to conduct the resultant inspection of the Company’s books and records.

We write on behalf of Mr. Honarkar to demand inspection of the Company’s books and records pursuant to and in accordance with: (i) Sections 12.1 and 12.2 of the Company’s Operating Agreement; (ii) Section 18-305 of the Delaware Limited Liability Act, 6 Del. C. § 18305; and (iii) Sections 17704.10 and 17701.13 of the California Corporations Code (collectively, the “Inspection Rights”).

Specifically, pursuant to his Inspection Rights, Mr. Honarkar hereby demands copies of the following books and records:

1. A current list of the full name and last known address or residence of each Member and all persons who can act on behalf of the Company or any of the Subsidiaries and Other Owned LLCs (together, the “Owned Companies”) set forth in alphabetical order, together with the Capital Contributions, Capital Account and Member Percentage of each Member;

1 Unless otherwise noted, all capitalized terms shall have the meanings set forth in the Operating Agreement of MOM BS Investco LLC, dated June 8, 2021 (the “Operating Agreement”).

2. A current list of the full name and business or residence address of the Managing Manager;

3. A copy of the Certificate of Formation and a copy of the charter documents of each of the Owned Companies and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any such other charter documents or any amendments to any of the foregoing have been executed;

4. Copies of the federal, state, and local income tax or information and reports for the Company and each of the Owned Companies for the two most recent taxable years;

5. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each month from June 8, 2021 (the “Start Date”) to the present, with a profit and loss statement for the period then ended;

6. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each Fiscal Year from the Start Date to the present with a profit and loss statement for the year then ended;

7. Copies of the Company’s and the Owned Companies’ books and records as they relate to the internal affairs of the Company from the Start Date to the present;

8. Copies of the general ledger of the Company and each of the Owned Companies from the Start Date through the present;

9. Copies of the business plans, budgets, and ARGUS files of the Company and each of the Owned Companies, and all documents relating thereto, for the period from the Start Date to anytime in the future;

10. Copies of all estimates or projections of the Company and each of the Owned Companies’ past, present or future performance and value, and all documents relating to such estimates or projections, for the period from the Start Date to anytime in the future;

11. Copies of all materials concerning the content and value of the Company and each of the Owned Companies’ inventory for the period from the Start Date through the present;

12. Copies of all materials identifying and reflecting the value of the assets (excluding inventory) of the Company and each of the Owned Companies for the period from the Start Date through the present;

13. Copies of all materials including, without limitation, any loan agreements, notes, mortgages, security agreements, credit agreements, guarantees, and UCC Statements, concerning the Company’s and each of the Owned Companies’ debts and/or liabilities for the period from the Start Date through the present;

14. Copies of all materials reflecting, substantiating, calculating, describing, or constituting payments, fees, or benefits provided or paid to the Manager or any of its Affiliates from or in respect of the Company or any Owned Company for the period from the Start Date through the present;

15. Copies of all materials reflecting, substantiating, calculating, describing, or constituting reimbursements or advances (whether for expenses of Manager, its Affiliates, any Owned Company or otherwise) requested by the Manager or its Affiliates, or paid by the Company or any Owned Company to or for the benefit of the Manager or its Affiliates, or otherwise paid from Property revenues, for the period from the Start Date through the present;

16. Copies of all materials which set forth the Company’s and each of the Owned Companies’ respective budgeting, forecasts, strategy, business plans, inventory planning, and cash management, for the period from the Start Date through the present;

17. Copies of all materials which identify all manufacturers, suppliers, contractors, vendors, distributors, or others, who have provided goods or services to the Company or any Owned Company, to whom the Company or any Owned Company has paid more than $5,000 from the Start Date to the present;

18. Copies of all materials related to any outside financing of the Company or any of the Owned Companies, and any steps taken by the Company or any Owned Company to explore outside financing (whether through debt or equity transactions);

19. Copies of all materials reflecting any sums received from the Company or any Owned Company to the Manager or MOM Member the Start Date to the present; and

20. Copies of all materials for each bank account associated with the Company and each of the Owned Companies, including, without limitation, month-end account statements.

Mr. Honarkar’s purposes for inspection of the Company’s books and records are, among other things, to:

1. To value his business interest in the Company and Owned Companies;

2. To determine whether, and to what extent, the Manager or MOM Member have failed to comply with their contractual and other obligations;

3. To determine whether, and to what extent, the Manager or MOM Member have committed waste as to any of the Company’s and/or Owned Companies’ assets;

4. To determine whether, and to what extent, anyone affiliated with the Company and/or any Owned Company has engaged in wrongdoing, theft, self-dealing, commingling or other improper conduct in connection with the Company’s and/ or Owned Companies’ operations or assets;

5. To determine whether, and to what extent, the Company and/or the Owned Companies have failed to maintain any of the books and records required by law; and

6. To determine whether the books and records that the Company and the Owned Companies have maintained are full, complete and accurate.

Pursuant to Delaware Code title 6, chapter 18-305(f) and Sections 12.1-12.2 of the Operating Agreement, we request that you produce the foregoing materials, and certify that all books, records, and documents responsive to the requests herein have been produced, within five (5) business days from the date of receipt of this request. Please direct all future correspondence and the requested materials to Latham, using the contact information below.

Joshua G. Hamilton

Latham & Watkins LLP

10250 Constellation Boulevard, Suite 1100

Los Angeles, CA 90067 (424) 653-5509

joshua.hamilton@lw.com

This letter also puts you on notice of your obligation to preserve and maintain all Documents2 relating to the Company, any Owned Company, the Operating Agreement, and/or

2 For purposes of this notice, the term “Documents” includes without limitation electronic documents such as emails and attachments, text or chat messages on any platform (including encrypted chats), calendars, schedules, video or sound recordings, pictures, presentations (e.g., PowerPoint), spreadsheets, PDFs, word processing documents, voicemails, diagrams, images, databases, and other electronic information (whether maintained on a laptop, desktop computer, internal or external hard drive, server, network, legacy system, flash drive, shared drive, diskette, iPad, smartphone, or other removable media or storage device). This also includes relevant information stored on products you do not own, such as the personal laptops or home computers of any employees or affiliates. The term “Documents” also includes social media content and communications (e.g., wall posts, messages, comments, pictures, videos) contained in social media sites and social network sites. Additionally, “Documents” includes all hard copy materials, including all writings (whether typed, printed, final or draft form), all handwritten notes, sketches, photographs, drawings, videotapes, photographs, product packaging, manuals and other tangible objects.

your services to the Company or any Owned Company that are in your possession, custody, or control, regardless of where stored, maintained, or located. Do not discard, destroy, delete, alter, or overwrite any such information. This obligation is ongoing—it applies to all materials that you create or receive in the future. In this regard, you must suspend any applicable document destruction/deletion procedures or practices and take affirmative steps to retain all documents that relate to the above categories. This may include modifying your email filters and preference settings to prevent automatic email deletion.

In the event the Company does not timely produce and/or provide access to the requested materials, Mr. Honarkar reserves all rights to seek appropriate relief in law and at equity. Further, Mr. Honarkar reserves all rights to request copies of additional books and records at any time. Nothing herein is intended to waive any of Mr. Honarkar’s rights, remedies, or objections, all of which are expressly reserved.

Best regards,

/s/ Joshua G. Hamilton

Joshua G. Hamilton of LATHAM & WATKINS LLP

EXHIBIT 9

March 22, 2023

VIA

E-MAIL AND FEDERAL EXPRESS

MOM CA Manager LLC

Deba Shyam, Manager

Attn: Mahender Makhijani

c/o Continuum Analytics

520 Newport Center Drive, Suite 480 Newport Beach, CA 92660 mahender@continuumanalytics.com

Los Angeles, California 90067

Tel: +1.424.653.5500 Fax: +1.424.653.5501

www.lw.com

FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

Boston New York

Brussels Orange County

Century City Paris

Chicago Riyadh

Dubai San Diego

Düsseldorf San Francisco

Frankfurt Seoul

Hamburg Shanghai

Hong Kong Silicon Valley

Houston Singapore

London Tel Aviv

Los Angeles Tokyo

Madrid Washington, D.C.

Re: Request for Inspection of Books and Records of MOM CA Investco LLC

Dear Mr. Makhijani and Mr. Shyam:

Latham & Watkins LLP (“Latham”) represents Mohammad Honarkar with respect to his interest as Member and Administrative Manager in MOM CA Investco LLC (the “Company”).1

As attested in the Verification and Power of Attorney, attached hereto as Exhibit A, Mr. Honarkar has authorized Latham to make this Demand and has authorized Latham to conduct the resultant inspection of the Company’s books and records.

We write on behalf of Mr. Honarkar to demand inspection of the Company’s books and records pursuant to and in accordance with: (i) Sections 12.1 and 12.2 of the Company’s Operating Agreement; (ii) Section 18-305 of the Delaware Limited Liability Act, 6 Del. C. § 18305; and (iii) Sections 17704.10 and 17701.13 of the California Corporations Code (collectively, the “Inspection Rights”).

Specifically, pursuant to his Inspection Rights, Mr. Honarkar hereby demands copies of the following books and records:

1. A current list of the full name and last known address or residence of each Member and all persons who can act on behalf of the Company or any of the Subsidiaries and Other Owned LLCs (together, the “Owned Companies”) set forth in alphabetical order, together with the Capital Contributions, Capital Account and Member Percentage of each Member;

1 Unless otherwise noted, all capitalized terms shall have the meanings set forth in the Operating Agreement of MOM CA Investco LLC, dated June 8, 2021 (the “Operating Agreement”).

2. A current list of the full name and business or residence address of the Managing Manager;

3. A copy of the Certificate of Formation and a copy of the charter documents of each of the Owned Companies and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Certificate of Formation or any such other charter documents or any amendments to any of the foregoing have been executed;

4. Copies of the federal, state, and local income tax or information and reports for the Company and each of the Owned Companies for the two most recent taxable years;

5. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each month from June 8, 2021 (the “Start Date”) to the present, with a profit and loss statement for the period then ended;

6. Copies of the complete financial statements (including, but not limited to, balance sheets, income statements, cash flow statements, and footnotes) of the Company and each of the Owned Companies for each Fiscal Year from the Start Date to the present with a profit and loss statement for the year then ended;

7. Copies of the Company’s and the Owned Companies’ books and records as they relate to the internal affairs of the Company from the Start Date to the present;

8. Copies of the general ledger of the Company and each of the Owned Companies from the Start Date through the present;

9. Copies of the business plans, budgets, and ARGUS files of the Company and each of the Owned Companies, and all documents relating thereto, for the period from the Start Date to anytime in the future;

10. Copies of all estimates or projections of the Company and each of the Owned Companies’ past, present or future performance and value, and all documents relating to such estimates or projections, for the period from the Start Date to anytime in the future;

11. Copies of all materials concerning the content and value of the Company and each of the Owned Companies’ inventory for the period from the Start Date through the present;

12. Copies of all materials identifying and reflecting the value of the assets (excluding inventory) of the Company and each of the Owned Companies for the period from the Start Date through the present;

13. Copies of all materials including, without limitation, any loan agreements, notes, mortgages, security agreements, credit agreements, guarantees, and UCC Statements, concerning the Company’s and each of the Owned Companies’ debts and/or liabilities for the period from the Start Date through the present;

14. Copies of all materials reflecting, substantiating, calculating, describing, or constituting payments, fees, or benefits provided or paid to the Manager or any of its Affiliates from or in respect of the Company or any Owned Company for the period from the Start Date through the present;

15. Copies of all materials reflecting, substantiating, calculating, describing, or constituting reimbursements or advances (whether for expenses of Manager, its Affiliates, any Owned Company or otherwise) requested by the Manager or its Affiliates, or paid by the Company or any Owned Company to or for the benefit of the Manager or its Affiliates, or otherwise paid from Property revenues, for the period from the Start Date through the present;

16. Copies of all materials which set forth the Company’s and each of the Owned Companies’ respective budgeting, forecasts, strategy, business plans, inventory planning, and cash management, for the period from the Start Date through the present;

17. Copies of all materials which identify all manufacturers, suppliers, contractors, vendors, distributors, or others, who have provided goods or services to the Company or any Owned Company, to whom the Company or any Owned Company has paid more than $5,000 from the Start Date to the present;

18. Copies of all materials related to any outside financing of the Company or any of the Owned Companies, and any steps taken by the Company or any Owned Company to explore outside financing (whether through debt or equity transactions);

19. Copies of all materials reflecting any sums received from the Company or any Owned Company to the Manager or MOM Member the Start Date to the present; and

20. Copies of all materials for each bank account associated with the Company and each of the Owned Companies, including, without limitation, month-end account statements.

Mr. Honarkar’s purposes for inspection of the Company’s books and records are, among other things, to:

1. To value his business interest in the Company and Owned Companies;

2. To determine whether, and to what extent, the Manager or MOM Member have failed to comply with their contractual and other obligations;

3. To determine whether, and to what extent, the Manager or MOM Member have committed waste as to any of the Company’s and/or Owned Companies’ assets;

4. To determine whether, and to what extent, anyone affiliated with the Company and/or any Owned Company has engaged in wrongdoing, theft, self-dealing, commingling or other improper conduct in connection with the Company’s and/ or Owned Companies’ operations or assets;

5. To determine whether, and to what extent, the Company and/or the Owned Companies have failed to maintain any of the books and records required by law; and

6. To determine whether the books and records that the Company and the Owned Companies have maintained are full, complete and accurate.

Pursuant to Delaware Code title 6, chapter 18-305(f) and Sections 12.1-12.2 of the Operating Agreement, we request that you produce the foregoing materials, and certify that all books, records, and documents responsive to the requests herein have been produced, within five (5) business days from the date of receipt of this request. Please direct all future correspondence and the requested materials to Latham, using the contact information below.

Joshua G. Hamilton

Latham & Watkins LLP

10250 Constellation Boulevard, Suite 1100

Los Angeles, CA 90067 (424) 653-5509

joshua.hamilton@lw.com

This letter also puts you on notice of your obligation to preserve and maintain all Documents2 relating to the Company, any Owned Company, the Operating Agreement, and/or

2 For purposes of this notice, the term “Documents” includes without limitation electronic documents such as emails and attachments, text or chat messages on any platform (including encrypted chats), calendars, schedules, video or sound recordings, pictures, presentations (e.g., PowerPoint), spreadsheets, PDFs, word processing documents, voicemails, diagrams, images, databases, and other electronic information (whether maintained on a laptop, desktop computer, internal or external hard drive, server, network, legacy system, flash drive, shared drive, diskette, iPad, smartphone, or other removable media or storage device). This also includes relevant information stored on products you do not own, such as the personal laptops or home computers of any employees or affiliates. The term “Documents” also includes social media content and communications (e.g., wall posts, messages, comments, pictures, videos) contained in social media sites and social network sites. Additionally, “Documents” includes all hard copy materials, including all writings (whether typed, printed, final or draft form), all handwritten notes, sketches, photographs, drawings, videotapes, photographs, product packaging, manuals and other tangible objects.

your services to the Company or any Owned Company that are in your possession, custody, or control, regardless of where stored, maintained, or located. Do not discard, destroy, delete, alter, or overwrite any such information. This obligation is ongoing—it applies to all materials that you create or receive in the future. In this regard, you must suspend any applicable document destruction/deletion procedures or practices and take affirmative steps to retain all documents that relate to the above categories. This may include modifying your email filters and preference settings to prevent automatic email deletion.

In the event the Company does not timely produce and/or provide access to the requested materials, Mr. Honarkar reserves all rights to seek appropriate relief in law and at equity. Further, Mr. Honarkar reserves all rights to request copies of additional books and records at any time. Nothing herein is intended to waive any of Mr. Honarkar’s rights, remedies, or objections, all of which are expressly reserved.

Best regards,

/s/ Joshua G. Hamilton

Joshua G. Hamilton of LATHAM & WATKINS LLP