THE MEMBERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURlTIES ACT OF 1933, AS AMENDED, OR THE FLORlDA

SECURlTIES ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. THE INTERESTS MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER
SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY
AFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER
AND SALE ARE SET FORTH IN THIS AGREEMENT.

MAGI CONSTRUCTION, LLC

A Florida Limited Liability Company

OPERATING AGREEMENT
 TABLE OF CONTENTS

1. Defined Terms ........................................................................................................................ 1

2. Organization............................................................................................................................ 4

2.1 Certificate of Formation ............................................................................................. 4

2.2 Term........................................................................................................................... 4
2.3 No State-Law Partnership .......................................................................................... 4
3. Name; Place of Business; Registered Office and Agent.. ....................................................... 4

3.1 Natne .......................................................................................................................... 4

3.2 AssUllled Natnes ......................................................................................................... 4
3.3 Registered Office; Registered Agent; Principal Office in the United States; Other
Offices ................................................................................................. ;................... 4
4. Purpose .................................................................................................................................... 5

4.1 Purpose ....................................................................................................................... 5

4.2 Limitations on Scope of Business .............................................................................. 5
5. Capital Contributions and Interests ......................................................................................... 5

5.1 Capital Contributions ................................................................................................. 5

5.2 Interests ...................................................................................................................... 5
5.3 No Further Capital Contributions .............................................................................. 5
5.4 Capital Call ................................................................................................................ 5
5.5 Capital Accounts ........................................................................................................ 8
5.6 Return of Capital Contributions ................................................................................. 8
5.7 Interest.......................................................................................................... ,............. 8
5.8 Loans From Members ................................................................................................ 8
5.9 Ownership of Company Property .............................................................................. 8
6. Allocations and Distributions .................................................................................................. 9

6.1 Allocation of Income and Loss .................................................................................. 9

6.2 Determination of Income and Loss ............................................................................ 9
6.3 Cash Distributions ...................................................................................................... 9
6.4 Distributions of Other Property ................................................................................. 9
6.5 Qualified Income Offset .......................................................................................... 10
7. Fiscal Matters; Books and Records ...................................................................................... 10

7.1 Bank Accounts; Investments .................................................................................... 10

7.2 Records Required by LLC Law; Right ofInspection .............................................. 10
7.3 Books and Records of Account ................................................................................ 11
7.4 Tax Returns and Information ................................................................................... 11
7.5 Delivery of Financial Statements to Members ......................................................... 11
7.6 Tax Elections ........................................................................................................... 11

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 7.7 Tax Matters Partner. ................................................................................................. 12
8. Management of the Company ............................................................................................... 13

8.1 Management. ............................................................................................................ 13

8.2 Powers of Managers ................................................................................................. 13
8.3 Limitations on Powers of Manager .......................................................................... 15
8.4 Dispute Resolution ................................................................................................... 15
8.5 Number; Tenure ....................................................................................................... 16
8.6 Vacancies ................................................................................................................. 16
8.7 No Meetings of the Manager Required .................................................................... 16
8.8 Compensation .......................................................................................................... 16
8.9 Resignation and Removal ........................................................................................ 16
8.10 Action by Written Consent ...................................................................................... 16
8.11 Power of Attorney .................................................................................................... 16
8.12 Officers and Other Agents ....................................................................................... 16
8.13 Fiduciary Duties; Liability ....................................................................................... 17
9. Rights, Powers and Obligations of Members ....................................................................... 18

9.1 Members .................................................................................................................. 18

9.2 Admission of Additional Members .......................................................................... 18
9.3 Liability for Debts Obligations or Liabilities of the Company ................................ 19
9.4 Authority; Liability to Third Parties ........................................................................ 19
9.5 Sale of New or Additional Interests ......................................................................... 19
9.6 No Fiduciary Duties; Conflicts of Interest ............................................................... 19
9.7 Withdrawal. .............................................................................................................. 20
. 9.8 Involuntary Termination of Member's Interest and Purchase Price ........................ 20
9.9 Compensation .......................................................................................................... 22
9.10 Financial Guaranties and Sureties ............................................................................ 22
9.11 Contribution and Indemnification for Guaranteed Debt and Obligations ............... 22
10. Meetings of Members ........................................................................................................... 23

10.1 Member Representatives .......................................................................................... 23

10.2 Place of Meetings ..................................................................................................... 24
10.3 Annual Meeting ....................................................................................................... 24
10.4 Regular Meetings ..................................................................................................... 24
10.5 Special Meetings ...................................................................................................... 24
10.6 Notice ....................................................................................................................... 24
10.7 Waiver of Notice ...................................................................................................... 24
10.8 Quorum .................................................................................................................... 25
10.9 Manner of Acting; Voting ........................................................................................ 25
10.10 Action by Unanimous Written Consent.. .............................................................. 25
10.11 Proxies ................................................................................................................... 25
10.12 Information ........................................................................................................... 26
11. Personnel ............................................................................................................................... 26

11.1 Project Personnel ..................................................................................................... 26

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12. [INTENTIONALLY RESERVED] ...................................................................................... 26

13. Transfers of Interest .............................................................................................................. 26

13.1 Transfers of Interest ................................................................................................. 26

13.2 Effect of Transfer of Interest. ................................................................................... 27
13.3 Admission of Transferee as Member. ...................................................................... 27
14. Winding Up ........................................................................................................................... 28

14.1 Events Requiring Winding Up ................................................................................. 28

14.2 Winding Up ........................................................................... :.................................. 28
14.3 Compensation .......................................................................................................... 29
14.4 Distribution of Company Property and Proceeds of Sale Thereof .......................... 29
14.5 Final Audit ............................................................................................................... 29
14.6 Terminatioll .............................................................................................................. 30
14.7 Deficit Capital Accounts .......................................................................................... 30
15. Indemnification and Insurance .............................................................................................. 30

15.1 Indemnification and Advance of Expenses .............................................................. 30

15.2 Insurance .................................................................................................................. 30
15.3 Limit on Liability of Members ................................................................................ 30
16. Miscellaneous Provisions ..................................................................................................... 30

16.1 Entire Agreement ..................................................................................................... 30

16.2 Law Governing ........................................................................................................ 30
16.3 Successors and Assigns ............................................................................................ 31
16.4 Severability .............................................................................................................. 31
16.5 Amendment .............................................................................................................. 31
16.6 Headings .................................................................................................................. 31
16.7 Construction ............................................................................................................. 31
16.8 Offset. ....................................................................................................................... 31
16.9 Effect of Waiver or Consent .................................................................................... 31
16.10 Further Assurances ................................................................................................ 31
16 .11 Waiver of Certain Rights ...................................................................................... 31
16.12 Counterparts and Binding Effect .......................................................................... 32

iii
\12033715.4
 MAGI CONSTRUCTION, LLC

A Florida Limited Liability Company

OPERATING AGREEMENT

*****
Date: May 17,2010

This Operating Agreement (the "Company Agreement") of MAGI CONSTRUCTION,

LLC, a Florida limited liability company, is made and entered into effective as of the date set
forth above by the undersigned Members of the Company.

1. Defined Terms.

The capitalized terms used in this Company Agreement shall, unless the context
otherwise requires, have the meanings specified in this Article 1.

"AsSignee" shall mean a transferee of an Economic Interest or an Interest who has not
been admitted as a substitute Member in accordance with this Company Agreement. An
Assignee shall have merely an Economic Interest in the Company and shall have no right to
participate in the management and operation of the business and affairs of the Company until and
unless such Assignee is admitted as a substitute Member in accordance with this Company
Agreement.

"Bankruptcy" means with respect to any Member, (i) the commencement by such
Member of any proceeding seeking relief under any provision or chapter of the federal
Bankruptcy Code or any other federal or state law relating to insolvency, bankruptcy,
arrangement, readjustment of debt, receivership, trusteeship, liquidation or reorganization; (ii) an
adjudication that such Member is insolvent or bankrupt; (iii) the entry of an order for relief under
the federal Bankruptcy Code with respect to such Member; (iv) the filing of any such petition or
the commencement of any such case or proceeding against such Member, unless such petition
and the case or proceeding initiated thereby are dismissed within sixty (60) days from the date of
such filing; (v) the filing of an answer by such Member admitting the material allegations of any
such petition; (vi) the appointment of a trustee, receiver or custodian for all or substantially all of
the assets of such Member unless such appointment is vacated or dismissed within sixty (60)
days from the date of such appointment but not less than five (5) days before the proposed sale of
any assets of such Member; (vii) the insolvency of such Member or the execution by such
Member of a general assignment for the benefit of creditors; (viii) the convening by such
Member of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium
upon or extension or composition of its debts; (ix) the failure of such Member to pay its debts as
they mature; (x) the levy, attachment, execution or other seizure of substantially all of the assets
of such Member where such seizure is not discharged within thirty (30) days thereafter; (xi) the
admission by such Member in writing of its inability to pay its debts as they mature or that it is
generally not paying its debts as they become due; or (xii) such Member's Interest becoming

1
112033715.4
subject to garnishment, sequestration, attachment, levy, or any similar remedy by any
prejudgment or post-judgment creditor.

"Business Day" means any day other than a Saturday, Sunday and those legal public
holidays specified in 5 U.S.C. §6103(a), as may be amended from time to time.

"Capital Account" means the Capital Account maintained for each Member pursuant to
Section 5.4 of this Company Agreement.

"Capital Contribution" means the total amount of cash or property contributed to the
Company by all the Members or anyone Member, as the case may be.

"Certificate of Formation" means the Articles of Organization of the Company

described in Section 2.1 of this Company Agreement, as amended from time to time.

"LLC Law" means the applicable provisions of the Florida Business Organizations Code
and other Florida law to the extent applicable to limited liability companies, each as amended
from time to time.

"Company" means MAGI CONSTRUCTION, LLC, as such limited liability company

may from time to time be constituted.

"Company Agreement" means this Operating Agreement, including Schedule A, as

originally executed and as subsequently amended from time to time.

'''Company Property or Properties" means all interests, properties and rights of any
type owned by the Company, whether owned by the Company at the date of its formation or
thereafter acquired.

"Contract" means the design-build contract between the Company and the Community
Maritime Park Association dated May 17, 2010 for the construction of the site improvement and
public improvements which are part of the Vince Gibbs Community Maritime Park Project in
Pensacola, Florida, as it may be amended from time to time.

"Economic Interest" shall mean a Member's or Assignee's share of the Company's

profits, losses, and distributions of Company Property pursuant to this Company Agreement and
the LLC Act, but shall not include any right to participate in the operation, management or
affairs of the Company, including the right to vote on, consent to, or otherwise participate in any
decision ofthe Members.

"Initial Members" means those persons listed on Schedule A hereto.

"Interest" means an ownership interest of a Member in the Company, including such

Member's Percentage Interest and Capital Account and any and all benefits to which the holder
of such Interest may be entitled as provided in this Company Agreement, together with all
obligations of such Person to comply with the terms of this Company Agreement.

"IRC" means the Internal Revenue Code of 1986, as amended.

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112033715.4
 "Majority-in-Interest of the Members" means Members holding more than fifty
percent (50%) of the Interests in the Company.

"Manager" means, at any time, the Person who is then managing the business of the
Company in accordance with Article 8 of this Company Agreement.

"Members" means at any time, the Persons who then own Interests in the Company.
The Members are listed on Schedule A hereto.

"N et Cash Flow" means gross cash proceeds from Company operations, less the portion
thereof used to payor establish reserves for all Company expenses, debt payments, capital
improvements, replacements and contingencies, all as determined by the Manager. "Net Cash
Flow" shall not be reduced by depreciation, amortization, cost recovery deductions or similar
allowances, but shall be increased by any reductions in reserves previously established pursuant
to the first sentence of this definition of "Net Cash Flow".

"Notification" means a writing containing any information required by this Company

Agreement to be communicated to any Person, which may be personally delivered, sent by
registered or certified mail, postage prepaid, sent by facsimile transmission or sent by nationally
recognized overnight courier, to such Person, at the last known address or facsimile number of
such Person on the Company records. Any such Notification shall be deemed to be given (i)
when delivered, in the case of personal delivery, (ii) five (5) days after the date on which it is
deposited in the United States mail with postage paid in an envelope addressed and sent as
aforesaid, in the case of mail, (iii) upon successful transmission in the case of facsimile
transmission, provided that a copy of the notice is also sent by another means permitted
hereunder, and (iv) one Business Day after being sent by nationally recognized overnight
courier.

"Percentage Interest" means the percentage ownership interest of a Member in the

Company from time to time. The initial Percentage Interest of each Member is set forth opposite
such Member's name on Schedule A hereto.

"Person" means any natural person, limited liability company, general partnership,
limited partnership, corporation, joint venture, trust, cooperative or association.

"Schedule A" means the schedule attached hereto and labeled "Schedule A"

"Terminating Event" means, with respect to any Member, (a) the Bankruptcy of such
Member, (b) the withdrawal of such Member in accordance with this Company Agreement, (c)
the dissolution of such Member, or (d) any Transfer or purported Transfer of such Member's
Interest in violation of this Company Agreement.

"Transfer" means any change in the ownership of an Interest, whether made voluntarily
or involuntarily by operation of law, including, but not limited to, the following:

1. a transfer, sale, assignment or gift to any Person;

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112033715.4
 2. a general assignment for the benefit of creditors, or any assignment to a creditor
resulting from the creditor's foreclosure upon or execution against such Interest;

3. the filing by the transferor Member of a voluntary Bankruptcy petition; or

4. the entry of a judicial order granting the relief requested by the petitioner in an
involuntary Bankruptcy proceeding filed against the transferor Member.

"W ork" means the work to be performed under the Contract.

2. Organization.

2.1 Certificate of Formation. The Certificate of Formation for the Company was
filed with, and a written acknowledgement of filing was received from, the Secretary of State of
Florida on January 20,2009. On May 17, 2010, an amendment to the Certificate of Formation
for the Company was filed with the Secretary of State of Florida, and the Members hereby ratify,
approve and confirm the filing of such amendment.

2.2 Term. Pursuant to the LLC Law, the existence of the Company began upon the
effective date of the Certificate of Formation. The Company shall exist until the completion of
all Work under the Contract and the settlement of any disputes and the expiration of all
warranties arising in connection with the Work.

2.3 No State-Law Partnership. No provision of this Company Agreement shall be

deemed or construed to constitute the Company as a partnership (including, without limitation, a
limited partnership) or joint venture, or any Member as a partner or joint venturer.

3. Name; Place of Business; Registered Office and Agent.

3.1 Name. The name of the Company is ''MAGI CONSTRUCTION, LLC."

3.2 Assumed Names. The Manager may cause the Company to do business under
one or more assumed names. In connection with the use of any such assumed names, the
Manager shall cause the Company to comply with the laws ofthe State of Florida.

3.3 Registered Office; Registered Agent; Principal Office in the United States;
Other Offices. The registered office of the Company required by the LLC Law to be maintained
in the State of Florida shall be the registered office named in the Certificate of Formation or such
other office (which need not be a place of business of the Company) as the Manager may
designate from time to time in the manner provided by law. The registered agent of the
Company in the State of Florida shall be the registered agent named in the Certificate of
Formation or such other Person or Persons as the Manager may designate from time to time in
the manner provided by law. The principal office of the Company shall be at such place as the
Manager shall designate from time to time. The Company may have such other offices as the
Manager may designate from time to time.

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112033715.4
4. Purpose.

4.1 Purpose. The sole purpose of the Company is to perform the Contract and to
engage in any other business or activity that may be incidental, proper, advisable or convenient
to accomplish the foregoing purpose.

4.2 Limitations on Scope of Business. It is expressly understood that neither the

Manager nor the Members will cause the Company to bid for or undertake any contracts other
than the Contract, nor will the Company undertake any development work. Nothing in this
Agreement shall be construed as a limitation on the powers or right of the Manager and each of
the Members to carryon its separate business for its sole benefit.

5. Capital Contributions and Interests.

5.1 Capital Contributions. Each Member has contributed to the capital of the
Company the amount set forth as such Member's Capital Contribution on Schedule A.

5.2 Interests.

A. Percentage Interests. Upon making the Capital Contribution specified on

Schedule A, each Member shall own the Percentage Interest set forth opposite such
Member's name on Schedule A. The Percentage Interest shall be adjusted in the event
additional capital contributions are made by one or more Member(s) pursuant to 5.3 and
5.4.

B. No Certificates Representing Interests. The Interests of the Members shall

not be evidenced by certificates.

5.3 No Further Capital Contributions. No Member shall be obligated to make any

Capital Contribution other than that set forth opposite such Member's name on Schedule A
except as provided in 5.4 The Manager shall not permit or accept any Capital Contributions by
any Member beyond those specified on Schedule A except as provided in 5.4.

5.4 Capital Call. The Manager will monitor the financial status of the Company and
may issue a capital call to all Members if the Company's current cash position and anticipated
cash flow is insufficient to meet the obligations of the Company over the applicable period as
projected by the Manager.

A. Capital Contribution Amounts. Within ten (10) Business Days after receipt
of a capital call from the Manager, each Member will be required to make a capital
contribution to the Company equal to the amount specified in the capital call multiplied
by such Member's Percentage Interest. In the event that one Member makes an additional
capital contribution as required by a Capital Call, and the other Member fails to make its
required additional capital contribution within ten (10) Business Days after the Capital
Call, the Company shall, upon request by the contributing Member, promptly refund or
return the additional capital contribution made by the contrib:uting Member.

5
)/2033715.4
 B. Fonn of Additional Capital Contribution. Additional capital contributions
may be in the fonn of cash, equipment or materials, as detennined and approved by the
Manager. Unless otherwise agreed by the Manager, all additional capital contributions
will be in cash in U.S. dollars. In the event that the Manager approves a Member's
contribution of equipment or material, the contributing Member shall provide the
Manager and the other Member with a schedule listing the equipment or material to be
contributed, and the Manager shall detennine the value of such equipment of material for
the purposes of the Member's additional capital contribution; provided, that if any
equipment or material is contributed by the Manager in its capacity as a Member, the
value of such equipment or material shall be subject to agreement by all Members. Title
to the equipment or material shall vest in the Company free and clear of any liens and
encumbrances, and the contributing Member shall execute and delivery any and all
conveyance documents requested by the Manager in order to vest title to such equipment
or material in the Company. Upon contribution of any equipment or material, the
Company shall assume all maintenance and operating costs with respect to such
equipment or material. The Member contributing equipment or material shall assign any
warranties or other similar rights with respect to such equipment or material to the
Company. In the event that any such warranties or other rights are not assignable, the
contributing Member shall cooperate with the Company and, to the extent reasonably
possible, make the benefits of such warranties or other rights available to the Company.

C. Failure to Make Timely Contribution Following Capital Call.

(1) In the event a Member (the "Delinquent Member") does not make
its full contribution (the "Delinquent Contribution") following a capital call, the other
Member which makes its full contribution following a capital call (the "Funding
Member") may, at its sale discretion, advance to the Company, in cash, within thirty (30)
days following the date of the capital call, an amount equal to the Delinquent
Contribution, and such advance by the Funding Member shall be treated as a full recourse
demand loan by the Funding Member to the Delinquent Member (a "Member Loan").
The Member Loan shall bear interest at a per annum rate equal to three percent (3%)
above the prime rate as published in the "Money Rates" section ofthe Wall Street Journal
on the date on which the Member Loan is advanced, or on the next Business Day, if the
Member Loan is not advanced on a Business Day. The principal amount of the Member
Loan, together with interest, shall be payable in full by the Delinquent Member upon
demand by the Funding Member. Partial payments of any Member Loan shall be applied
first to accrued but unpaid interest and second to payment of principal. The Member
Loan shall be deemed to be secured by a pledge of the Delinquent Member's entire
Interest in the Company, and each Member hereby pledges and assigns its Interest in the
Company to the other Member for the purpose of securing any Member Loan made to
such Member, such pledge and assignment to become effectively immediately upon the
advance of a Member Loan to such Member. Any Funding Member shall be entitled to
file financing statements in all applicable jurisdictions in order to evidence its security
interest in the Delinquent Member's interest. With respect to any pledge of the
Delinquent Member's Interest, the Funding Member shall be entitled to all of the rights
of a secured party under the Uniform Commercial Code as then in effect in the State of
Florida.

6
1/2033715.4
 (2) As of the effective date of each Member Loan, the Delinquent
Member shall be deemed to have contributed an amount equal to the principal amount of
the Member Loan to the capital of the Company, and the capital account of the
Delinquent Member shall be credited with a like amount. Notwithstanding any other
provision of this Company Agreement, until such Member Loan is repaid in full, (i) the
Delinquent Member shall continue to be bound by the provisions of this Company
Agreement; (ii) the Delinquent Member's Interest in the Company shall be an Economic
Interest only, and the Delinquent Member shall have no right to participate in the
operation, management or affairs of the Company, including the right to vote on, consent
to, or otherwise participate in any decision of the Members (provided that the Delinquent
Member's consent or approval shall be required for any amendment to this Operating
Agreement unless the principal amount of the Member Loan equals or exceeds the capital
account balance of the Delinquent Member); and (iii) the Delinquent Member shall draw
no further distributions from the Company, and all cash and property otherwise
distributable with respect to the Delinquent Member's Interest (or fees or expenses
payable to the Delinquent Member or its affiliates by the Company) shall be distributed
to the Funding Member in repayment of the outstanding balance of the Member Loan,
with such funds being first applied to reduce any and all interest accrued on such Member
Loan and then to reduce the principal amount thereof. Any amounts so applied as
provided in (iii) above shall be treated, for all purposes under this Company Agreement,
as having been distributed or paid, as applicable, to the Delinquent Member and applied
by the Delinquent Member to repay the outstanding Member Loan.

(3) If upon demand by the Funding Member the Member Loan is not
repaid in full by the Delinquent Member, the Funding Member shall elect one of the
following options within thirty (30) days after demanding repayment of the Member
Loan: (i) to pursue all remedies available to the Funding Member at law or equity to seek
repayment of the Member Loan and accrued interest thereon, or (ii) to contribute all of
the outstanding principal of, and accrued but unpaid interest on, such Member Loan to
the capital of the Company and dilute the Interest of the Delinquent Member in
accordance with the provisions of (4) and (5) below.

(4) If the Funding Member elects to contribute all of the outstanding

principal of, and all accrued but unpaid interest on, a Member Loan to the capital of the
Company as provided in (3) above, (i) the amount of such outstanding principal and
interest so contributed shall be deemed repaid and satisfied, (ii) the amount of such
outstanding principal and interest shall be deemed to have been distributed to the
Delinquent Member and debited from the capital account of the Delinquent Member, and
(iii) the capital account of the Funding Member shall be increased by the amount of such
outstanding principal and interest so contributed.

(5) Upon contribution of the outstanding principal of, and accrued but
unpaid interest on, any Member Loan by the Funding Member pursuant to (4) above, the
Percentage Interest of each Member shall be adjusted to equal the percentage determined
by dividing the amount of such Member's aggregate capital contributions by the amount
of the aggregate capital contributions of all Members.

7
112033715.4
 5.5 Capital Accounts. A capital account shall be established and maintained for
each Member. Each Member's capital account (a) shall be increased by (i) the amount of money
contributed by that Member to the Company, (ii) the fair market value of property contributed by
that Member to the Company (net of liabilities secured by the contributed property that the
Company is considered to assume or take subject to Section 752 of the IRC), and (iii) allocations
to that Member of Company income and gain (or items thereof), including income and gain
exempt from tax and income and gain described in Treas. Reg. §1.704-1(b)(2)(iv)(g), but
excluding income and gain described in Treas. Reg. §1.704-1(b)(4)(i), and (b) shall be decreased
by (i) the amount of money distributed to that Member by the Company, (ii) the fair market
value of property distributed to that Member by the Company (net of liabilities secured by the
distributed property that the Member is considered to assume or take subject to Section 752 of
the IRC), (iii) allocations to that Member of expenditures of the Company described in Section
705(a)(2)(B) of the IRC, and (iv) allocations of Company loss and deduction (or items thereof,
including loss and deduction described in Treas. Reg. §1.704-1(b)(2)(iv)(g), but excluding items
described in clause (b )(iii) above and loss or deduction described in Treas. Reg. § 1. 704-1 (b)(4) (i)
or §10704-1(b)(4)(iii). The Members' capital accounts also shall be maintained and adjusted as
permitted by the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(f) and as required by the other
provisions of Treas. Reg. §1.704-1(b)(2)(iv) and 1.7041(b)(4), including adjustments to reflect
the allocations to the Members of depreciation, depletion, amortization and gain or loss as
computed for book purposes rather than the allocation of the corresponding items as computed
for tax purposes, as required by Treas. Reg. §1.704-1(b)(2)(iv)(g). A Member that has more than
one futerest shall have a single capital account that reflects all its futerests, regardless of the class
of Interests owned by that Member and regardless of the time or manner in which those Interests
were acquired. On the transfer of all or part of an futerest, the capital account of the transferor
that is attributable to the transferred Interest or part thereof shall carryover to the transferee
Member in accordance with the provisions of Treas. Reg. §1.704-1 (b)(2)(iv)(1).

5.6 Return of Capital Contributions. Except as otherwise provided herein or in the

LLC Law, no Member shall have the right to withdraw, or receive any return of, his Capital
Contribution.

5.7 Interest. No interest shall be paid by the Company on Capital Contributions or

on balances in Members' Capital Accounts.

5.8 Loans From Members. Loans by a Member to the Company shall not be
considered Capital Contributions. If any Member shall advance funds to the Company in excess
of the amounts required hereunder to be contributed by such Member to' the capital of the
Company, the making of such advances shall not result in any increase in the amount of the
Capital Account of such Member. The amounts of any such advances shall be a debt of the
Company to such Member and shall be payable or collectible only out of the Company assets in
accordance with the terms and conditions upon which such advances are made. The repayment
of loans from a Member to the Company upon liquidation shall be subject to the order of priority
set forth in Section 13.4 hereof.

5.9 Ownership of Company Property. Company Property shall be deemed to be

owned by the Company as an entity, and no Member, individually or collectively, shall have any
ownership interest in such Company Property or any portion thereof. Title to any or all
Company Property may be held in the name of the Company or one or more nominees, as the
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1/2033715.4
Managers may determine. All Company Property shall be recorded as the property of the
Company on its books and records, irrespective of the name in which legal title to such Company
Property is held.

6. Allocations and Distributions.

6.1 Allocation of Income and Loss.

A. All income, gains, losses, deductions and credits for the Company shall be
allocated to and be borne by and be the responsibility of the Members pro rata in
accordance with their respective Percentage Interests. Should additional Members be
added, all income, gains, losses, deductions and credits for the Company shall be
allocated to and be borne by and be the responsibility of the members pro rata in
accordance with their respective Percentage Interests.

B. All items of income, gain, loss, deduction, and credit allocable to any
Interest that may have been transferred shall be allocated between the transferor and the
transferee based on the portion of the calendar year during which each was recognized as
owning that Interest, without regard to the results of Company operations during any
particular portion of that calendar year and without regard to whether cash distributions
were made to the transferor or the transferee during that calendar year; provided,
however, that this allocation must be made in accordance with a method permissible
under Section 706 of the IRC and the regulations thereunder.

6.2 Determination of Income and Loss. At the end of each fiscal year of the
Company, income, gain, loss, deduction and credit (or items thereof) shall be determined for the
accounting period then ending and shall be allocated to the Members in accordance with Section
6.1.

6.3 Cash Distributions. The Manager may in its discretion distribute the Company's
Net Cash Flow to the Members in proportion to each Member's Percentage Interest at such times
as determined by the Manager. The Manager shall not be required to cause the Company to
make distributions to the Members. Notwithstanding the foregoing, the Company shall not make
any distribution to any Members if immediately after giving effect to the distribution, all
liabilities of the Company, other than liabilities to Members with respect to their Interests and
liabilities for which the recourse of creditors is limited to specified property of the Company,
exceed the fair value of Company Property, except that the fair value of Company Property that
is subject to a liability for which recourse of creditors is limited shall be included in the
Company assets only to the extent that the fair value of that Company Property exceeds that
liability.

6.4 Distributions of Other Property. From time to time, the Managers also may
cause property of the Company other than cash to be distributed to the Members, which
distribution must be made in accordance with their respective Interests and may be made subject
to existing liabilities and obligations. Immediately prior to such distribution, the capital accounts
ofthe Members shall be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

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 6.5 Qualified Income Offset. Any Member who unexpectedly receives an
adjustment, allocation, or distribution described in subparagraphs (4), (5) or (6) of Treas. Reg.
§1. 704-1 (b)(2)(ii)(d), which adjustment, allocation or distribution creates or increases a deficit
balance in that Member's capital account, shall be allocated items of book income and gain in an
amount and manner sufficient to eliminate the deficit balance in that Member's capital account
so created or increased as quickly as possible in accordance with Treas. Reg. §1.704-
1(b ) (2)(ii) (d) and its requirements for a "qualified income offset."

7. Fiscal Matters; Books and Records.

7.1 Bank Accounts; Investments. Capital Contributions, revenues and any other
Company funds shall be deposited by the Manager in a bank account established in the name of
the Company, or shall be invested by the Manager in furtherance of the purpose of the Company.
No other funds shall be deposited into Company bank accounts or commingled with Company
investments. Funds deposited in the Company's bank accounts may be withdrawn only by
persons authorized by the Manager to pay Company debts or obligations or to be distributed to
the Members pursuant to this Company Agreement.

7.2 Records Required by LLC Law; Right of Inspection.

A. Records Required. During the term of the Company, the Company shall
maintain in the Company's principal office, or at the option of the Manager in the
principal office of the Manager, in the United States, all records required to be kept
pursuant to Sections 3.151 and 101.501 of the LLC Law, including, without limitation, (i)
books and records of accounts, (ii) a current record of the names and mailing address of
each Member (including, if any class or group of interests is established under the
Certificate of Formation or this Company Agreement, the names of the Members who are
members of each such class or group); (iii) copies of the Company's federal, state and
local information or income tax returns for each of the Company's six (6) most recent tax
years; (iv) a copy of this Company Agreement and the Certificate of Formation, including
all amendments or restatements; (v) an executed copy of any powers of attorney, (vi) a
copy of any document that establishes a class or group of Members of the Company and
(vii) unless such information is otherwise set forth in the Certificate of Fonnation or in
this Company Agreement, a written statement of (a) the amount of the cash contribution
and a description and statement of the agreed value of any other contribution made or
agreed to be made by each Member; (b) the dates any additional contributions are to be
made by a Member, (c) any events the occurrence of which requires a Member to make
additional contributions; (d) events requiring the winding up of the Company; and (e) the
date on which each Member became a Member of the Company.

B. Right of Inspection. On written request stating the purpose, a Member or

a permitted assignee of a Member's Interest (an "eligible Person") may examine and
copy in person or by the eligible Person's representative, at any reasonable time, for any
proper purpose, and at the eligible Person's expense, records required to be maintained
under the LLC Law and such other information regarding the business, affairs and
financial condition of the Company as is just and reasonable for the eligible Person to
examine and copy.

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 7.3 Books and Records of Account. The Managers, at the expense of the Company,
shall maintain for the Company adequate books and records of account that shall be maintained
on the percentage of completion method of accounting for financial statement and income tax
purposes and on a basis consistent with appropriate provisions of the IRC, containing, among
other entries, a Capital Account for each Member. In addition, the Manager shall keep and
maintain at the Company's expense tax records, plans, specifications and other material records
related to the Contract and the Work for a period of three (3) years after completion of the Work
or such other period as may be required by applicable law or the Contract.

7.4 Tax Returns and Information. The Members intend for the Company to be
treated as a partnership for tax purposes. The Manager shall prepare or cause to be prepared all
federal, state and local income and other tax returns that the Company is required to file. Within
the shorter of (i) such period as may be required by applicable law or regulation, or (ii) ninety
(90) days after the end of each fiscal year, the Managers shall send or deliver to each Person who
was a Member at any time during such year such tax information as shall be reasonably
necessary for the preparation by such Person of its federal income tax return and state income
and other tax returns.

7.5 Delivery of Financial Statements to Members.

A. Within thirty (30) days after the end of each month, the Manager shall
send to each Member monthly financial statements of the Company prepared on the
percentage of completion basis in accordance with generally accepted accounting
principles. The monthly financial statements will include a trial balance and profit and
loss statements.

B. As to each fiscal year of the Company, the Manager shall send to each
Member a copy of (i) a balance sheet of the Company as of the end of the fiscal year, (ii)
an income statement of the Company for such year, and (iii) a statement showing the
revenues distributed by the Company to Members in respect of such year. Such financial
statements shall be delivered by no later than 120 days following the end of the fiscal
year to which the statements apply. The financial statements shall be audited unless the
Members unanimously agree otherwise. Members shall have the right, at their expense,
to audit the Company books upon formal request to the Managers.

C. Within 120 days after the end of each Member's fiscal year, each Member
shall deliver to the other Member a copy of the delivering member's financial statements
for such fiscal year. Each Member shall promptly notify the other Member in the event
there is a material adverse change in the financial condition, operations or business of the
such Member.

7.6 Tax Elections. The Manager may make any tax election they deem appropriate
and in the best interests of the Members, provided, however, they shall, if requested by a
Member, make an election on behalf of the Company pursuant to Section 754 of the IRC.
Neither the Company nor any Manager or Member may make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter I of subtitle A of the
IRC, or to be an association taxable as a corporation, or any similar provisions of applicable state
law.

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112033715.4
 7.7 Tax Matters Partner. Hoar Construction, LLC shall be the ''tax matters partner"
of the Company, within the meaning of Section 6231(a)(7) of the IRC and any regulations issued
thereunder, unless the IRC or the regulations issued thereunder requires another person to be the
tax matters partner. For purposes of this Section 7.7, the term partnership shall mean the
Company.

A. Said tax matters partner is authorized and required to represent the

Company (at the Company's expense) in connection with all examinations of the
Company's affairs by tax authorities, including resulting administrative and judicial
proceedings, and shall have the following duties and obligations:

(1) The tax matters partner shall have a continuing obligation to

provide the Internal Revenue Service with sufficient information so that proper notice can
be mailed to all Members as provided in Section 6223 of the IRC, and the Members shall
furnish the tax matters partner with such information (including information specified in
Section 6230(e) of the IRC) as the tax matters partner may reasonably request for such
purpose.

(2) The tax matters partner shall keep each Member informed of all
administrative and/or judicial proceedings for the adjustment of the partnership items (as
defined in Section 6231(a)(3) of the IRC and regulations promulgated thereunder) at the
partnership leveL Without limiting the generality of the foregoing sentence, within 15
days of receiving any written or oral notice of the time and place of a meeting or other
proceeding from the Internal Revenue Service regarding a partnership proceeding (and in
any event, within a reasonable time prior to such meeting or proceeding), the tax matters
partner shall furnish a copy of such written communication or notice, or inform the
Members in writing of the substance of any such oral communication. This obligation of
the tax matters partner to inform the Members shall not extend to routine and minor
events.

(3) Without the written consent of a Majority in Interest of the

Members, the tax matters partner shall not extend the statute of limitations, file a request
for administrative adjustment, file suit concerning any tax refund or deficiency relating to
any Company administrative adjustment or enter into any settlement agreement relating
to any Company item of income, gain, loss, deduction or credit for any taxable year of
the Company.

B. The Members have the following obligations:

(1) The Members shall notify the tax matters partner of their treatment
of any partnership item on their federal income tax return which is or may be inconsistent
with the treatment of that item on the Company's return.

(2) Any Member that enters into a settlement agreement with the
Secretary of the Treasury with respect to the partnership items shall notify the other
Partners of such settlement agreement and its terms within 30 days after the date of such
settlement.

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 (3) If the tax matters partner elects not to file suit concerning an
administrative adjustment or request for administrative adjustment and another Member
elects to file such a suit, such other Member shall notify all Members of such intention
and the forum or forums in which such suit shall be filed shall be agreed to by all of the
Members

(4) Each Member agrees to cooperate with the tax matters partner and
to do or refrain from doing any or all things reasonably required by said Member to
conduct such proceedings.

C. Each Member shall be entitled to participate in all administrative

proceedings with the Internal Revenue Service, as provided by IRC Section 6224(a).

D. The obligations imposed on the tax matters partner and participation rights
afforded the Members by this Agreement and Sections 6221 through 6233 of the IRC
may not be restricted or limited in any fashion by the tax matters partner or any Member
or Members without the written consent of all of the Members.

E. In the event that said Member, while acting as the ''tax matters partner,"
ceases to be a Member for any reason, a Majority-in-Interest of the remaining Members
shall immediately elect a substitute tax matters partner who shall be the "tax matters
partner" of the Company.

8. Management of the Company.

8.1 Management. The powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under the direction
of, the Manager. The Manager need not be a resident of the State of Florida or a Member ofthe
Company. Any Person dealing with the Company, other than a Member, may rely on the
authority of the Manager and any officers or agents of the Company appointed by the Manager in
accordance with this Company Agreement in taking any action in the name of the Company
without inquiry into the provisions or compliance herewith, regardless of whether that action is
actually taken in accordance with the provisions of this Company Agreement.

8.2 Powers of Managers. The Manager shall have no power to cause the Company
to do an act outside the purpose of the Company as set forth in Article 4 hereof Subject to the
foregoing limitation and all other limitations in this Company Agreement, the Manager shall
have full, complete and exclusive power to manage and control the Company, and shall have the
authority to take any action the Manager deems to be necessary, convenient or advisable in
connection with the management of the Company, including, but not limited to, the power and
authority on behalf of the Company:

A. To expend the Company's Capital Contributions and revenues and to

execute and deliver all checks, drafts, endorsements and other orders for the payment of
Company funds;

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112033715.4
 B. To employ agents, officers, employees, accountants, attorneys, clerical
help, and such other assistance and services as may seem proper, and to pay therefor such
remuneration as the Manager may deem reasonable and appropriate;

C. To purchase, lease, rent, or otherwise acquire or obtain the use of office

space, office equipment, materials, supplies, and all other kinds and types of real or
personal property, and to incur expenses for such things, services and facilities, as may be
deemed necessary, convenient or advisable for carrying on the business of the Company;

D. To carry, at the expense of the Company, insurance of the kinds and in the
amounts that the Manager deems advisable or make other arrangements for payment of
losses or liabilities to protect the Company or the Members, Manager, officers, agents
and employees ofthe Company against loss or liability;

E. To sell, transfer, assign, dispose of, trade, exchange, quitclaim, surrender,

release or abandon Company property, or any interests therein, to any Person, including
the Manager or its affiliates, and in connection therewith to receive such consideration as
the Manager deems fair and in the best interests of the Company;

F. To sue and be sued, complain and defend in the name and on behalf of the
Company;

G. To do all acts, take part in any proceedings, and exercise all rights and
privileges as could an absolute owner of Company Property, subject to the limitations
expressly stated in this Company Agreement and the performance of the Manager's
fiduciary obligations to the Company and the Members;

H. In the exercise of any of the foregoing powers, to negotiate, execute and

perform, on any terms deemed desirable in the Manager's sole discretion, such
agreements, contracts, leases, instruments and other documents as the Manager shall from
time to time approve in accordance with, and subject to, the terms of this Company
Agreement;

I. To supervise and manage the Work called for by the Contract and all
matters relating to the Company's performance of the Contract;

J. To enter into contracts in the name of the Company for all things
reasonably necessary in order to perform the Contract, including, without limitation, to
issue purchase orders, rental agreements and subcontracts;

K. To establish and operate a Company office for the Work and performance
of the Contract, to pay wages and accounts, and to furnish regular statements and reports
concerning the financial status of the Company and the progress of the Work; and

L. To take such other action and perform such other acts as the Managers
deem necessary, convenient or advisable in carrying out the business ofthe Company.

14
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 The enumeration of powers in this Company Agreement shall not limit the general or
implied powers of the Managers or any additional powers provided by law.

8.3 Limitations on Powers of Manager. Notwithstanding the provisions of Section

8.2 above, the Manager may not cause the Company to do any of the following without the prior
unanimous approval or consent of the Members (except to the extent that any of the following
actions is expressly authorized in this Company Agreement):

A. Sell or issue new Interests to an existing Member or other Person;

B. Reorganize the Company or merge with or into another limited liability

company, corporation or other entity, regardless of whether the Company is the surviving
entity of such merger;

C. Take any action in contravention of this Company Agreement or the

Certificate of Formation;

D. Make an assignment for the benefit of creditors of the Company or file a

voluntary petition under the federal Bankruptcy Code or any state insolvency law on
behalf of the Company;

E. Confess any judgment against the Company;

F. Amend this Company Agreement;

G. Borrow money or mortgage, pledge or encumber any Company property;

H. Settle or compromise any claim by or against the Company in excess of

$100,000; or

1. Do any act that would make it impossible to carry on the normal and
ordinary business of the Company.

8.4 Dispute Resolution. Any disputes between the Members that are not resolved by
a unanimous vote as required above shall be resolved as follows:

A. First, each Member shall appoint one senior corporate officer with at least
the title of vice president other than those Member Representatives (as defined in Section
9.1) designated herein and such officers shall meet to review the dispute and make every
reasonable and good faith attempt to resolve it within ten (10) Business Days after one
Member invokes the dispute resolution procedure under this Section 8.4 by providing
written notice to the other Member.

B. If no resolution is achieved within the ten (10) Business Days of the

officers' meeting, the dispute shall be settled by arbitration in accordance with the
American Arbitration Association, Construction Industry Rules then in effect, with the
arbitration to occur in Birmingham, Alabama. Each Member shall bear its own expenses
in the arbitration.

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I 1/2033715.4
 C. In the event of such disputes, there shall be no interruption or cessation of
Work pending or during any proceedings to resolve a dispute, and the Manager shall be
free to pursue a course of action deemed in the best interest of the Company until I..
resolution. Jr'

8.5 Number; Tenure. There shall be one (1) Manager appointed by a Majority-in-
Interest of the Members. The Manager shall remain in such capacity until the earlier of the
Manager's resignation or removal or until such time, if at all, when a Majority-in-Interest of the
Members may appoint a successor Manager.

8.6 Vacancies. Any vacancy occurring in the office of Manager shall be filled by a
vote of a Majority-in-Interest of the Members.

8.7 No Meetings of the Manager Required. No meeting of the Manager shall be

required in order the Manager to take or authorize any action on behalf of the Company or for
Manager to perform its obligations under this Agreement.

8.8 Compensation. The Company shall pay the Manager $5,000 per month during
the performance of the Work. The foregoing management fee is intended to compensate the
Manager for providing accounting and other management services to the Company. The
Manager's fee shall be included as a budget item in the general expense portion of the Contract
hudget. Except as provided in this Section 8.8, the Manager shall not be entitled to any further
compensation or reimbursement for the performance of its duties as Manager under this
Company Agreement.

8.9 Resignation and Removal. The Manager may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, or if no
time be specified, at the time of its receipt by the Members. Further, the Manager may be
removed at any time, with or without cause, by the vote of a Majority-in- Interest of the
Members.

8.10 Action by Written Consent. Any action required or permitted to be taken by the
Manager may be evidenced by a written consent describing the action taken which is signed by
the Manager and delivered to the Company for filing with the Company's records. Any action
taken by written consent of the Manager shall have the same force and effect as the vote of the
Manager taken at a meeting. No notice shall be required in connection with the use of a written
consent pursuant to this Section.

8.11 Power of Attorney. Each Member hereby appoints the Manager as that
Member's attorney-in-fact for the purpose of executing, swearing to, acknowledging, and
delivering all certificates, documents, and other instruments as may be necessary, appropriate, or
advisable in the judgment of the Manager in complying with applicable law. This power of
attorney is irrevocable and is coupled with an interest. On request by the Manager, a Member
shall confirm its grant of this power of attorney or any use thereof by the Manager and shall
execute, swear to, acknowledge, and deliver any such certificate, document, or other instrument.

8.12 Officers and Other Agents. In accordance with the provisions of Section 8.2(B),
the Manager may designate such officers and agents of the Company as they may deem

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necessary or proper in the conduct of the affairs of the Company, delegating to such officers and
agents the title, duties, responsibilities, and authority reflected in such authorization. At all times
the actions of the officers and agents shall be subject to the direction and control of the Manager,
and the Manager may remove any officer at any time.

8.13 Fiduciary Duties; Liability.

(a) The Manager shall perform its duties under this Company Agreement
consistently with the obligation of good faith and fair dealing, subject to the provisions set forth
in this Section 8.3. The Manager's duty of care is limited to refraining from engaging in grossly
negligent or reckless conduct, intentional misconduct or a knowing violation of law.
Furthermore, the Manager shall have a duty of loyalty as set forth in Section 608.4225 of the
LLC Law, subject to the provisions set forth in this Section 8.13. The Members agree that to the
extent the provisions of this Section 8.13 modify the Manager's duty of loyalty under Section
608.4225 of the LLC Act, the Members have determined that such modifications are reasonable.
The Members hereby agree that the foregoing are the only fiduciary duties that the Manager
owes to the Company and its Members. The Manager is not liable for any action taken as the
Manager of the Company, or for the failure to take any action, if the Manager performs its duties
in compliance with this Section 8.13.

(b) In discharging its duties under this Company Agreement, the Manager is
entitled to rely on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by: (i) one or more Members of the Company,
employees of the Company or employees of any Member of the Company whom the Manager
reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel,
public accountants, or other persons as to matters the Manager reasonably believes are within
such person's professional or expert competence.

(c) In discharging its duties under this Company Agreement, the Manager
may consider such other factors as the Manager deems relevant, including the long-term
prospects and interests of the Company and its Members; the social, economic, legal or other
effects of any action on the employees, suppliers and customers of the Company; the
communities and society in which the Company operates; and the economy of the state and
nation.

(d) Unless otherwise provided in a separate written agreement, the Manager

shall not be required to manage the Company as the Manager's sole and exclusive function, and
the Manager may have other business interests and may engage in other activities of every nature
and description in addition to those relating to the Company, regardless of whether or such other
interests or activities may be considered to be competitive with, or a business opportunity that
would be beneficial to, the Company, it being expressly understood that the Manager may enter
into transactions that are similar to the transactions into which the Company may enter. Neither
the Company nor any Member shall have any right, by virtue of this Company Agreement, to
share in or participate in such other interests or activities of the Manager or to the income or
proceeds derived therefrom.

(e) Unless otherwise provided in a separate written agreement, any member,

manager, officer, employee or affiliate of the Manager, or any other person or entity holding a

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112033715.4
legal or beneficial interest in the Manager, may engage in or possess an interest in other business
ventures of every nature and description, whether or not such venture may be considered to be
competitive with, or a business opportunity that would be beneficial to, the Company, it being
expressly understood that such members, managers, officers, employees and affiliates of the
Manager may enter into transactions that are similar to the transactions into to which the
Company may enter.

Cf) The Manager shall not be deemed to have violated any duty or obligation
to the Company or the Members of the Company merely because the Manager's conduct furthers
the Managers own interest. The Manager may lend money to and transact other business with
the Company. The rights and obligations of the Manager if it lends money to or transacts
business with the Company are the same as those of a person who is not the Manager, subject to
the LLC Law and applicable law. No transaction with the Company shall be voidable solely
because the Manager, or an affiliate thereof, has a direct or indirect interest in the transaction if:
(i) the fact of such interest is disclosed or known to the Members entitled to vote on the
transaction and the disinterested Members holding at least a Majority-in-Interest of such
disinterested Members authorize, approve or ratify such transaction in accordance with this
Company Agreement, (ii) the fact of such interest is disclosed or known to the Members entitled
to vote on the transaction, and such Members authorize, approve or ratify the transaction in
accordance with this Company Agreement, or (iii) the transaction is fair and reasonable to the
Company at the time it is authorized in accordance with this Company Agreement.

9. Rights, Powers and Obligations of Members

9.1 Members. The names and addresses of the current Members of the Company are
as set forth on Schedule A of this Company Agreement. At the date hereof, there are no other
Members of the Company and no other Person has any right to take part in the ownership or
management of the Company. Except as otherwise provided in the Certificate ofFonnation, this
Company Agreement or by non-waiveable provisions of the LLC Act, all decisions concerning
the business, affairs and properties of the Company shall be made by the Manager in accordance
with this Company Agreement, and no Member, in its capacity as a Member, shall have the right
to participate in the management of the business, affairs and properties of the Company. No
Member has a voting right except with respect to the matters expressly reserved for a vote of the
Members in the Certificate of Formation, this Company Agreement or non-waiveable provisions
of the Act.

9.2 Admission of Additional Members. Additional Members of the Company may

be admitted as follows:

A. If the proposed additional Member desires to purchase an interest from the

Company, such purchase may be made and the admission of the additional Member shall
become effective only if the identity of the proposed additional Member and the amount
of the Capital Contribution to be made by such proposed additional Member in exchange .
for such proposed additional Member's Interest is fIrst approved by all of the Members.

B. If the proposed additional Member desires to acquire an Interest in a

Transfer from an existing Member, such Transfer may be made and the admission of the
additional Member shall become effective only in accordance with Section 12.3 hereof.

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 All other attempted Transfers of any interest or right, or any part thereof, in or in respect
of the Company shall be null and void ab initio.

9.3 Liability for Debts Obligations or Liabilities of the Company. Except to the
extent this Company Agreement specifically provides otherwise, no Member or Manager is
liable for the debts, obligations or liabilities of the Company, including under a judgment, decree
or order of a court.

9.4 Authority; Liability to Third Parties. No individual Member (other than a

Manager or an officer) has the authority or power to act for or on behalf of the Company, to do
any act that would be binding on the Company, or to incur any expenditure on behalf of the
Company. No Member (including any Member which is a Manager) shall be liable for the debts,
obligations or liabilities of the Company, including under a judgment decree or order of a court,
by reason of being a Member of the Company.

9.5 Sale of New or Additional Interests. The Company shall not sell any new or
additional Interests to any Member or Person without the prior unanimous consent and approval
of all Members, which consent or approval may be withheld in the sole discretion of any
Member. '

9.6 No Fiduciary Duties; Conflicts oCInterest.

(a) Except as expressly set forth in this Company Agreement or the LLC Law,
no Member shall owe, in its capacity as a Member, any fiduciary or other similar duties to the
Company or the other Members.

(b) Unless otherwise provided in a separate written agreement, or as may

otherwise be applicable to a Member in its capacity as the Manager, the Members and any
member, manager, officer, employee or affiliate of a Member, or any person holding a legal or
beneficial interest in a Member, may engage in or possess an interest in other business ventures
of every nature and description, whether or not such venture may be considered to be
competitive with, or a business opportunity that would be beneficial to, the Company.

(c) No Member shall be deemed to have violated any duty or obligation to the
Company or the other Members of the Company merely because the Member's conduct furthers
the Member's own interest. A Member may lend money to and transact other business with the
Company. The rights and obligations of the Member if it lends money to or transacts business
with the Company are the same as those of a person who is not a Member, subject to the LLC
Law and applicable law. No transaction with the Company shall be voidable solely because a
Member, or an affiliate thereof, has a direct or indirect interest in the transaction if: (i) the fact of
such interest is disclosed or known to the Members entitled to vote on the transaction and the
disinterested Members holding at least a Majority-in-Interest of such disinterested Members
authorize, approve or ratifY such transaction in accordance with this Company Agreement, (ii)
the fact of such interest is disclosed or known to the Members entitled to vote on the transaction,
and such Members authorize, approve or ratify the transaction in accordance with this Company
Agreement, or (iii) the transaction is fair and reasonable to the Company at the time it is
authorized in accordance with this Company Agreement.

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 9.7 Withdrawal A Member may not withdraw from the Company without the prior
written consent or approval of all remaining Members, which consent or approval may be
withheld in the sole discretion of any of such remaining Members.

9.8 Involuntary Termination of Member's Interest and Purchase Price. Upon the
occurrence of a Terminating Event with respect to any Member, such Member shall cease to
have any voting or governance rights with respect to such Member's Interest, and such Member
shall become an Assignee and have an Economic Interest only. In addition to the foregoing,
upon the occurrence of a Terminating Event with respect to any Member, such Member shall be
deemed for a period of sixty (60) days after the occurrence of such Terminating Event to have
made an offer to sell all of the Interests of such Member in the Company based on the terms
hereinafter provided (i) first to the other Members in the Company, and (ii) any remaining
Interests then to the Company. The other Members and the Company shall have the option, but
not the obligation, to purchase the Interests of the Member subject to the Terminating Event.
The purchase price payable for such Interests being sold and purchased pursuant to the
provisions hereof shall be determined as follows:

A. The Members shall endeavor to agree upon the value of the Interests of the
terminating Member. If the Members cannot agree upon a value within sixty (60) days
after the applicable Terminating Event, then the Members desiring to purchase (herein
called the "Purchasing Members") all of the Interests of the selling Member (herein
called the "Selling Member") shall deliver such Selling Member notice requiring that an
appraiser be appointed, and the Members shall then endeavor to agree on a single
appraiser. If the Members cannot agree on a single appraiser within thirty (30) days after
the said notice shall have been delivered, then the Purchasing Members and the Selling
Member shall each have the right to appoint one appraiser, and the two appraisers so
appointed shall then agree upon a third appraiser to be appointed.

B. The appraiser(s) selected as aforesaid shall have at least ten (10) years'
experience as appraisers of interests in assets and properties similar to those owned by the
Company. The appraiser(s) so selected shall determine the then fair market value of the
Selling Member's Interests and shall take into consideration all appropriate factors
affecting the value thereof, including, but not limited to, each of the following:

(1) Lack of marketability in that the Company is a closely-held entity.

(2) Restrictions on transferability under both the securities laws and

this Company Agreement in that (i) this Company Agreement prohibit the transfer of the
Interests of a Member without the consent of all remaining Members, and (ii) the
transferee is required to pay all expenses related thereto.

(3) Assignee status in that a transferee of the Interests in the Company

would only be an assignee, thereby prohibiting the transferee from participating in the
ownership or management of the Company, and no transferee would be entitled to be
admitted as a Member without the consent of all remaining Members.

(4) Minority interest in that a minority interest is generally worth

substantially less than a controlling interest.

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 (5) Inability to control the management or operations of the Company
and inability to control distributions in that the success of the Company's operations and
the ability to share in any success is controlled by the Managers.

(6) Inability to control the distribution of cash in that no Member and

no assignee of a membership interest controls the distribution of cash from the Company,
which control is vested in the Managers, subject to the terms of this Company
Agreement.

(7) Allocation of income in that each Member and assignee is allocated

its proportionate share of the income and gain of the Company, but may receive no cash
distributions to offset the resulting tax liability.

Each appraiser shall then certify in writing his decision as to the fair market value
of the Selling Member's Interests in the Company, which certification shall separately
address the effect of each of the aforementioned factors on the value so determined and
specify the amount of the discount in value, if any, attributable to each such factor, and a
copy of said certification shall be sent to all Members in care of their respective addresses
indicated hereinafter. In the event three appraisers have been appointed, the
detenninations of all appraisers shall then be compared. The appraisal which deviates the
furthest in value from the other two appraisals shall be disregarded and the remaining two
appraisals shall be averaged. The average of the two appraisals shall be conclusive upon
the Selling Member and the Purchasing Members as to the value of the Selling Member's
Interests in the Company. The fees payable for such appraiser(s) shall be borne fifty
percent (50%) by the Selling Member and fifty percent (50%) by the Purchasing
Members, it being understood that each appraiser shall be a disinterested party.

C. The purchase price payable for the Selling Member's Interests shall be
equal to seventy percent (70%) of the value of Selling Member's Interests, whether
determined by agreement of the Members pursuant to subsection A above or by the
appraisal procedure set forth in subsection B above. The discount of the value of the .
Selling Member's interest is not intended as a penalty but is to compensate the Company
and the Purchasing Members for the time, expense and hardship caused by the Selling
Member's involuntary termination hereunder. The said purchase price shall be payable by
the Purchasing Members, who elect to purchase, in a lump sum, or at the option of the
Purchasing Members, in ten (10) equal annual installments, with interest on the unpaid
principal balance at the minimum allowable applicable federal rate as set forth in the
IRC, at the date of Closing, as defined below, the first payment being due within thirty
(30) days of such Closing. The Purchasing Member shall be entitled to prepay such
installment payments at any time without penalty. The purchase and sale of the Selling
Member's Interests shall not impair any debt obligation of the Company to the Selling
Member. The Purchasing Members shall purchase the Selling Member's Interests in
such proportions as they may agree; if they cannot agree, the Purchasing Members shall
purchase the Selling Member's Interests in proportion to their respective Capital
Accounts.

D. For purposes of this Section 9.8, "Closing" shall mean fifteen (15) days
after the determination of a Purchase Price, or such other time as the Purchasing
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 Members and Selling Member (or its legal representative) shall agree in writing. At
Closing, the Selling Member (or its legal representative) shall deliver to the Purchasing
Members such documents or instruments effectuating the transfer of the Selling
Member's Interest as the Purchasing Members may reasonably require. The Selling
Member (or its legal representative) shall represent and warrant that the Interest is
transferred free and clear of all liens, encumbrances and claims.

9.9 Compensation. Unless otherwise expressly provided in this Company

Agreement, no Member, in its capacity as a Member, shall be entitled to any compensation or
reimbursement of expenses (including, but not limited to, administrative expenses and salary and
wage expenses) other than with respect to distributions made in accordance with this Company
Agreement.

9.10 Financial Guaranties and Sureties. The Members shall, or shall cause their
affiliates or parent companies, to execute any and all financial guaranties and other documents
required by the owner in connection with performance of the Contract.

9.11 Contribution and Indemnification for Guaranteed Debt and Obligations.

A. From time to time, one or more Members of the Company (or affiliates of
such Members) may be called upon to serve as a guarantor or indemnitor of indebtedness
or obligations of the Company. Each Member or affiliate of a Member who or which
guarantees the indebtedness or obligations of the Company is hereafter referred to as a
"Guarantor", and any guarantee or other instrument pursuant to which such Person
becomes a Guarantor is hereafter referred to as a "Guarantee". Notwithstanding the
nature of any Guarantor's liability under a Guarantee (whether separate, several, joint and
several or otherwise), the Members intend that any amount paid by a Guarantor pursuant
to a Guarantee shall be borne by the Members in accordance with their Percentage
Interest. For purposes of this Section 9. 11 (a), the applicable Percentage Interest shall be
determined as of the date that the Company or any Member first receives notice (whether
or not in writing) (the "Creditor Notice") from the creditor of such guaranteed
indebtedness or obligation that a default with respect to such indebtedness or obligation
has occurred. The Guarantor who or which is called upon to pay any indebtedness or
perform any obligation pursuant to a Guarantee (each such Guarantor being hereafter
referred to as the "Called Party") shall give Notice to the other Members setting forth the
amount demanded by the creditor from the Called Party (including a copy of any written
demand), each Member's proportionate share thereof, a statement as to whether (i) the
Called Party has already paid such demanded amount in full and will be reimbursed by
the other Members, or (ii) the Called Party asks that the other Members make payment
directly to the creditor (in which case the Notice shall include the name and address of
the creditor and the relevant account information), and each such Member shall, within
five (5) Business Days after receipt of such Notice, pay to the creditor or the Called
Party, as directed by the Notice from the Called Party, such Member's proportionate
share (calculated as provided above) of such total amount payable by the Called Party,
provided that in the case of payments made directly to the creditor, the paying Member
shall simultaneously send a copy or confirmation of such payment to the Called Party. If
a Member fails to make a payment required by this Section 9.11 (a), the Called Party shall
pay the balance owed on the Guarantee.
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 B. The Company shall indemnify and hold harmless any Called Party with
respect to any loss, cost, damage, claim or expense (including attorneys' fees) incurred by
such Called Party in connection with paying a Guarantee, The Company's obligations
under this Section 9.11(b) shall be without limitation.

C. In addition to the indemnification provided by the Company pursuant to

Section 9.1 1(b) above, each Member (an "IndemnifYing Member") shall indemnify and
hold harmless the other Members and the Company from and against any loss, cost,
damage, claim or expense (including attorneys' fees) which may be incurred as a result of
such Indemnifying Member's breach of Section 9.11(a). The Company and the other
Members, as applicable, shall have full recourse to enforce their rights and remedies
under this Section 9.11 against any assets of the Indemnifying Member, including the
Interest in the Company owned by the Indemnifying Member. Without limiting the
foregoing, until the liabilities of the Indemnifying Member under this Section 9.11 (c) are
paid and satisfied in full, (i) the Indemnifying Member shall remain bound by this
Agreement; (ii) the Indemnifying Member's Interest in the Company shall be an
Economic Interest only, and the Indemnifying Member shall have no right to participate
in the operation, management or affairs of the Company, including the right to vote on,
consent to, or otherwise participate in any decision of the Members; and (iii) the
Indemnifying Member shall have no right to receive distributions from the Company, and
all cash and property otherwise distributable with respect to the Indemnifying Member's
Interest shall be distributed and paid, as applicable, to the Company and the other
Member. Any amounts so applied shall be treated, for all purposes under this Company
Agreement, as having been distributed or paid, as applicable, to the Indemnifying
Member and applied by the Indemnifying Member to satisfy the Indemnifying Member's
liabilities under this Section 9.11.

10. Meetings of Members.

10.1 Member Representatives. Each Member shall be represented by two (2)

representatives (each, a "Member Representative" and collectively, the "Member
Representatives"). The Member Representatives for Hoar Construction, LLC shall be referred to
as the Hoar Representatives, and the Member Representatives for Maritime Park Development
Partners, LLC shall be referred to as the ''MPDP Representatives". The Member Representatives
for each Member are authorized to act on behalf of such Member in connection with such
Member's performance of this Company Agreement. The initial Member Representatives
appointed by each Member are as follows:

Hoar Representatives:
Douglas Eckert
Stacey Berthon

MPDP Representatives:
Jeff Galt
Mark White

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 A Member may change its Member Representative, on a temporary or permanent basis,
by notifying the other Member in writing, but prior to such notification, the actions of a Member
Representative shall be binding upon the appointing Member for all purposes. Any vote, action
or consent by a Member for purposes of this Company Agreement shall require the vote, action
or consent of at least one of such Member's Member Representatives. One of the Hoar
Representatives shall serve as Chairman of the Member Representatives at all meetings of the
Member Representatives.

10.2 Place of Meetings. All meetings of Members shall be held at the principal office
of the Company as provided in Section 3.3, above, or at such other place within or without the
State of Florida as may be designated by the Managers or Members calling the meeting. At
each meeting, the Member shall be represented by at least one of its Member Representatives.

10.3 Annual Meeting. Commencing with the calendar year next following the
calendar year in which the Company was organized, annual meetings of the Members shall be
held each year during the month of December on such date and at such time and place as may be
designated by the Manager or in the notice of the meeting. If the annual meeting is not held as
set forth above, the Manager shall cause a meeting in lieu thereof to be held as soon thereafter as
convenient, and any business transacted or election held at that meeting shall be as valid as if
held at the annual meeting. Failure to hold the arulUal meeting at the designated time shall not
work a dissolution of the Company.

lOA Regular Meetings. The Chairman of the Member Representatives shall establish
regularly scheduled meetings of the Members as appropriate based upon the stage and progress
of the Work. The agenda for each regular meeting of the Members will include a review of the
performance of the Work, the Company's operations, the activities and performance of the
Manager, and other matters relating to the business of the Company.

10.5 Special Meetings. Special meetings of the Members may be called by resolution
of the Manager or by Members holding ten percent (10%) or more of the Interests, for the
purpose of addressing any matter upon which the Members may vote under this Company
Agreement. Members may call a meeting by delivering to the Manager one or more written
requests signed by the requisite number of Members, stating that the signing Members wish to
call a meeting and indicating the specific purpose for which the meeting is to be held. Action at
the meeting shall be limited to those matters specified in the call of the meeting.

10.6 Notice. Notification of all meetings other than regular meetings which have been
included on a schedule provided to the Members by the Chairman of the Member
Representatives shall be sent to the last known address of each Member not less than five (5) nor
more than thirty (30) days before the meeting and shall state the date, time, location and purpose
of the meeting.

10.7 Waiver of Notice. Attendance of a Member at a meeting shall constitute a

waiver of Notification of the meeting, except where such Member attends for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Notification of a meeting also may be waived in writing.
Attendance at a meeting is not a waiver of any right to object to the consideration of matters

24
112033715.4
required to be included in the Notification of the meeting but not so included, if the objection is
expressly made at the meeting.

10.8 Quorum. A majority in number of the Member Representatives present at a

meeting shall constitute a quorum at any meeting of the Members.

10.9 Manner of Acting; Voting.

A. Any Member Representative may participate in any meeting of the

Members by means of a conference telephone or similar communications equipment by
means of which all persons participating in such meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at such
meeting.

B. Voting and Voting Power. All Members, acting by and through their
respective Member Representatives, shall be entitled to vote at meetings. Members may
vote either in person or by proxy at any meeting. Each Member's voting power at a
meeting shall be in proportion to his Percentage Interest.

C. Voting. Except as otherwise provided in the Certificate of Formation or

this Company Agreement, with respect to any matter for which the affirmative vote of
Members owning a specified portion of the Percentage Interests is required, the
affirmative vote of a Majority-in-Interest of the Members present at a meeting at which a
quorum is present shall be the act ofthe Members.

D. Change in Voting Percentages. No provision of this Company Agreement

requiring that any action be taken only upon approval, vote or action of Members holding
a specified Percentage Interest or all of the Percentage Interests may be modified,
amended or repealed unless such modification, amendment or repeal is approved by
Members holding at least such specified Percentage Interests.

10.10 Action by Unanimous Written Consent. Any action that may be taken at a
meeting ofthe Members may be taken without a meeting if a consent in writing, setting forth the
action to be taken, shall be signed on behalf of each Member by at least one of such Member's
Member Representatives. Such consent shall have the same force and effect as a vote of the
signing Members at a meeting duly called and held pursuant to this Article 10. No prior notice
from the signing Members to the Manager or other Members shall be required in connection with
the use of a unanimous written consent pursuant to this Section. Any action taken under this
Section 10.10 is effective when all of the Member Representatives have signed the consent,
unless the consent specifies a different effective date. Any such consent may be executed by
obtaining facsimile signatures of the Member Representatives on multiple counterparts of the
consent instrument.

10.11 Proxies. A Member's Member Representative may vote either in person or by

proxy executed in writing by such Member Representative. A facsimile, telegram telex,
cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or
similar reproduction of a writing executed by a Member Representative shall be treated as an
execution in writing for purposes of this Section. Proxies for use at any meeting of Members or

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in connection with the taking of any action by written consent shall be filed with the Manager,
before or at the time of the meeting or execution of the written consent, as the case may be. All
proxies shall be received and taken charge of and all ballots shall be received and canvassed by
the Manager. No proxy shall be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form states
that the proxy is irrevocable and the proxy is coupled with an interest. i·

10.12 Information.

A. In addition to the other rights specifically set forth in this Company

Agreement, each Member is entitled to all information to which that Member is entitled
to have access pursuant to the LLC Law under the circumstances and subject to the
conditions therein stated.

B. The Members acknowledge that, from time to time, they may receive
information from or regarding the Company in the nature of trade secrets or that
otherwise is confidential, the release of which may be damaging to the Company or
Persons with which it does business. Each Member shall hold in strict confidence any
information it receives regarding the Company that is identified as being confidential
(and if that information is provided in writing, that it is so marked) and may not disclose
it to any Person other than another Member or the Manager, except for disclosures (i)
compelled by law (but the Member must notify the Manager promptly of any request for
that information, before disclosing it if practicable), (li) to advisers or representatives of
the Member or Persons to which that Member's Interest may be Transferred as permitted
by this Company Agreement, but only if the recipients have agreed to be bound by the
provisions of this Section, or (iii) of information that Member also has received from a
source independent of the Company that the Member reasonably believes obtained the
information without breach of confidentiality. The Members acknowledge that breach of
the provisions of this Section may cause irreparable injury to the Company for which
monetary damages are inadequate, difficult to compute, or both.

11. Personnel.

11.1 Project Personnel. To the extent practicable, each Member shall furnish to the
Company such personnel, skill, knowledge and expertise as may be required in order for the
Company to perform the Contract in a timely manner according to its terms. The Manager shall
be responsible for staffing the Work. For ease of accounting and handling, any staff for the
Company provided by a Member shall be paid for by such Member. In that event, payroll and
fringe benefits contributions shall be handled in accordance with customary practice of the
Member providing the employee, and the Company shall reimburse such Member for all such
expenses.

12. [INTENTIONALLY RESERVED].

13. Transfers of Interest.

13.1 Transfers of Interest. A Member may make a Transfer of such Member's

Interest, in whole or in part, only upon compliance with the following procedure:

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 A. The Member or the transferee must file with the Company a written and
dated instrument of such Transfer, in form and substance reasonably satisfactory to the
Manager, executed by both the transferor and the transferee, which instrument shall (i)
contain the acceptance by the transferee of all of the terms and provisions of this
Company Agreement, to the extent applicable to an assignee of an Interest; (ii) contain
such representations as the Manager may deem necessary or advisable to assure that such
Transfer need not be registered under any applicable federal or state securities laws; (iii)
instruct the Manager as to the Interest transferred and to whom and at what address
Company distributions and Notifications in respect of such Interest should henceforth be
sent; and (iv) contain any information required under the IRC that is requested by the
Manager.

B. Unless expressly waived by the Manager, the transferor or transferee shall

deliver to the Company an opinion of counsel acceptable to the Managers that (i) such
Transfer is exempt from the registration requirements of the Securities Act of 1933, as
amended, applicable state securities laws, and any rules or regulations promulgated
thereunder, and will not otherwise cause the Company to be in violation of such laws and
regulations; and (ii) the Transfer will not result in the termination of the Company within
the meaning of Section 708(b) of the IRC.

C. The transferor Member and the transferee shall have received a written
acknowledgment from the Manager that the Transfer has been approved by all Members
of the Company other than the transferor Member (which consent may be withheld in any
such Member's sale discretion).

13.2 Effect of Transfer ofInterest. A Transfer of an Interest pursuant to Section 13.1

above does not entitle the transferee to become, or to exercise rights or powers of, a Member. A
Transfer only entitles the transferee to receive cash distributions and allocations of Company
profits and losses to the extent of the Interest transferred. Unless and until the transferee is
admitted as a Member pursuant to Section 13.3 below, the transferor Member shall continue to
be a Member and to be entitled to exercise any rights or powers of a Member with respect to the
Interest transferred.

13.3 Admission of Transferee as Member. A transferee of a Member's Interest

desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting,
this Company Agreement. The admission of such transferee is subject to the approval of all
remaining Members (which consent may be withheld in the sale discretion of any such Member).
Upon admission of the transferee as a Member, the transferee shall have, to the extent of the
Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of
a Member under this Company Agreement, the Certificate of Formation and the LLC Law. The
transferee also shall be liable, to the extent of the Interest transferred, for the unfulfilled
obligations, if any, of the transferor Member to make Capital Contributions, but shall not be
obligated for liabilities unknown to the transferee at the time the transferee was admitted as a
Member and that could not be ascertained from this Company Agreement. Whether or not the
transferee of an Interest becomes a Member, the transferor Member is not released from any
liability to the Company under this Company Agreement, the Certificate of Formation or the
LLCLaw.

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112033715.4
14. Winding Up.

14.1 Events Requiring Winding Up. The winding up of the Company shall be
required upon the first of the following events to occur:

A. The expiration of the term of duration of the Company, if any, set forth in
the Certificate of Formation and this Company Agreement;

B. The voluntary decision to wind up the Company by the unanimous vote or

approval of the Members;

C. The occurrence of any other event that requires the winding up of a

limited liability company under the LLC Law, except that the death, expulsion or
dissolution of a Member or a Terminating Event with regard to a Member shall not
require the winding up of the Company as long as there is at least one Member of the
Company remaining; or

D. A decree by a court requiring the winding Up ofthe Company.

14.2 Winding Up. On the occurrence of an event requiring the winding up of the
Company, unless such event is revoked under Section 11.151 of the LLC Law or canceled under
Section 11.152 of the LLC Law, in either case by the unanimous vote or consent of the
Members, then the Manager shall, as soon as reasonably practicable, wind up the business and
affairs of the Company. The Company shall cease to carryon its business, except to the extent
necessary to wind up its business, send a written notice of the winding up to each known
claimant against the Company, collect and sell its property to the extent the property is not to be
distributed in kind to the Members, and perform any other act required to wind up the
Company's business and affairs. During the winding up, the Company may prosecute or defend
a civil, criminal or administrative action.

A. Powers of Manager. In winding up the affairs of the Company, the

Manager shall have full right and unlimited discretion, for and on behalf of the Company:

(1) to prosecute and defend civil, criminal or administrative suits;

(2) to collect Company assets, including obligations owed to the

Company;

(3) to settle and close the Company's business;

(4) to dispose of and convey all Company Property for cash, and in
connection therewith to determine the time, manner and terms of any sale or sales of
Company Property, having due regard for the activity and condition of the relevant
market and general financial and economic conditions;

(5) to pay all reasonable selling costs and other expenses incurred in
connection with the winding up out of the proceeds of the disposition of Company
Property;

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 (6) to discharge the Company's known liabilities and, if necessary, to
set up, for a period not to exceed five (5) years after the date of dissolution, such cash
reserves as the Manager may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Company;

(7) to distribute any remaining proceeds from the sale of Company

Property to the Members; and

(8) to exercise, without further authorization or consent of any of the

parties hereto or their legal representatives or successors in interest, all of the powers
conferred upon the Manager under the terms of this Company Agreement to the extent
necessary or desirable in the good faith judgment of the Manager to perform its duties
and functions.

14.3 Compensation. The Manager engaged in the winding up of the Company as

provided herein shall be entitled to receive such reasonable compensation for their services as
shall be agreed upon by all of the Members.

14.4 Distribution of Company Property and Proceeds of Sale Thereof.

A. Order of Distribution. Upon completion of all desired sales of Company

Property, and after payment of all selling costs and expenses, the Manager shall distribute
the proceeds of such sales, and any Company Property that is to be distributed in kind, to
the following groups in the following order of priority:

(1) to the extent permitted by law, to satisfy Company liabilities to

creditors, including Members who are creditors (other than for past due Company
distributions), and the expenses of liquidation, of the Company, whether by payment or
establishment of reserves;

(2) to satisfy Company obligations to Members to pay past due

Company distributions; and

(3) to the Members, in accordance with the positive balances in their

respective Capital Accounts.

B. Insufficient Assets. The claims of each priority group specified above

shall be satisfied in full before satisfying any claims of a lower priority group. If the
assets available for disposition are not sufficient to dispose of all of the claims of a
priority group, the available assets shall be distributed in proportion to the amounts owed
to each creditor or the respective Capital Account balances or Interests of each Member
in such group.

14.5 Final Audit. Within a reasonable time following the completion of the
liquidation, the Manager shall supply to each of the Members a statement which shall set forth
the assets and the liabilities of the Company as of the date of the completion ofthe winding up of
the Company and each Member's pro rata portion of distributions pursuant to Section 14.4.

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112033715.4
 14.6 Termination. On completion of the winding up process, the Company shall file a
Certificate of Tennination with the Secretary of State of Florida pursuant to the tenns of the LLC
Law.

14.7 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in

this Company Agreement, and notwithstanding any custom or rule of law to the contrary, to the
extent that the deficit, if any, in the capital account of any Member results from or is attributable
to deductions and losses of the Company (including non-cash items such as depreciation), or
distributions of money pursuant to this Company Agreement to all Members in proportion to
their respective Interests, upon dissolution of the Company such deficit shall not be an asset of
the Company and such Member shall not be obligated to contribute such amount to the Company
to bring the balance of such Member's Capital Account to zero.

15. Indemnification and Insurance.

15.1 Indemnification and Advance of Expenses. The Company shall indemnify and
advance expenses as needed by a Person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the Person (i) is or was a Manager, Member,
officer, employee or agent of the Company, or (ii) is or was serving at the request of the
Company as a manager, member, director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, or other enterprise, to the fullest
extent provided by, and subject to the tenns, conditions and procedures set forth under Florida
law, the terms of which are hereby adopted by the Company.

15.2 Insurance. Pursuant to the tenns and subject to the conditions of Florida law, the
Company may purchase and maintain insurance or another arrangement on behalf of any Person
who is or was a Manager, Member, employee, agent or other Person identified in Section 15.1
above against any liability asserted against him or incurred by him in such a capacity or arising
out of his status as such a Person, whether or not the Company would have the power to
indemnify him against that liability under Section 15.1 or otherwise.

15.3 Limit on Liability of Members. The indemnification set forth in this Article 15
shall in no event cause the Members to incur any personal liability beyond their total Capital
Contributions, nor shall it result in any liability of the Members to any third party.

16. Miscellaneous Provisions

16.1 Entire Agreement. This Company Agreement contains the entire agreement
among the Members relating to the subject matter hereof and all prior agreements relative hereto
which are not contained herein are tenninated.

16.2 Law Governing. This Company Agreement shall be governed by and construed
in accordance with the local, internal laws of the State of Florida. In particular, this Company
Agreement is intended to comply with the requirements of the LLC Law and the Certificate of
Fonnation. In the event of a direct conflict between the provisions of this Company Agreement
and the mandatory provisions of the LLC Law or any provision of the Certificate of Fonnation,
the LLC Law and the Certificate of Fonnation, in that order of priority, will control.

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 16.3 Successors and Assigns. This Company Agreement shall be binding upon and
shall inure to the benefit of the Members and their respective heirs, legal representatives,
successors and assigns.

16.4 Severability. This Company Agreement is intended to be performed in

accordance with, and only to the extent permitted by, a1l applicable laws, ordinances, rules and
regulations. If any provision of this Company Agreement or the application thereof to any
Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but
the extent of such invalidity or unenforceability does not destroy the basis of the bargain among
the Members as expressed herein, the remainder of this Company Agreement and the application
of such provision to other Persons or circumstances shall not be affected thereby, but rather shall
be enforced to the greatest extent permitted by law.

16.5 Amendment. Except as expressly provided herein, the Certificate of Formation

and the Company Agreement may be amended only by the unanimous vote or consent of all
Members.

16.6 Headings. The Article and Section headings in this Company Agreement are for
convenience of reference only and are not intended, to any extent or for any purpose, to limit or
define the text of any Article or Section.

16.7 Construction. Whenever required by the context, as used in this Company

Agreement, the singular number shall include the plural, and vice versa, and the gender of all
words used sha1l include the masculine, feminine and the neuter. Unless expressly stated herein,
all references to Articles and Sections refer to articles and sections of this Company Agreement,
and all references to Schedules are to schedules attached hereto, each of which is made a part
hereof for all purposes.

16.8 Offset. Whenever the Company is to pay any sum to any Member, any amounts
that Member owes the Company may be deducted from that sum before payment.

16.9 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of

any breach or default by any Person in the performance by that Person of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or default in the
performance by that Person of the same or any other obligations of that Person with respect to
the Company. Failure on the part of a Person to complain of any act of any Person or to declare
any Person in default with respect to the Company, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its rights with respect to that default.

16.10 Further Assurances. In connection with this Company Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any additional
documents and instruments and perform any additional acts that may be necessary or appropriate
to effectuate and perform the provisions of this Company Agreement and those transactions.

16.11 Waiver of Certain Rights. Each Member irrevocably waives any right it may
have to maintain any action for dissolution of the Company or for partition of the property of the
Company.

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 16.12 Counterparts and Binding Effect. This Company Agreement may be executed
in one or more counterparts, each of which shall be an original, but all of which taken together
shall constitute a single document.

[Signature Page Follows]

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 IN WITNESS WHEREOF, the initial Members of the Company have evidenced the
adoption of this Company Agreement by their signatures below, such adoption to be effective as
ofthe date first above written. .

MEMBERS:

HOAR CONSTRUCTION, LLC, a Delaware

Limited Liability Company

By:

MARITIME PARK DEVELOPMENT

PARTNERS, L.
Company

By:
 SCHEDULE A

Member Initial Capital Percentage

Narne and Address Contribution Interest

HOAR CONSTRUCTION, LLC, a

Delaware Limited Liability $51,000.00 51.0%
Company
Two Metroplex Drive, Suite 400
Birmingham, Alabama, 35209

MARITIME PARK $49,000.00 49.0%

DEVELOPMENT PARTNERS,
LLC, a Florida Limited Liability
Company.
10010 San Pedro, Suite 450
San Antonio, TX 78216

A-I
1/2033715.4