OPERATING AGREEMENT OF 183 COLUMBIA HOLDING LLC A New York Limited Liability Company THIS OPERATING AGREEMENT (the "Agreement") of 183 Columbia Holding LLC (the "Company"), effective as of the day of February, 2012, is made by DAVID J. MITCHELL (the initial "Manager" of the Company), the other persons or entities ("Persons") executing this Agreement as Members and any other person, trust or other legal entity who becomes a member hereof in accordance with the terms of this Agreement (each, a "Member" and, collectively, the "Members"). 1. Formation. The Company has been formed as a New York limited liability company under and pursuant to the New York Limited Liability Company Act (as the same may be amended from time to time, the "Act"). 2. Purposes. The purpose and business of the Company is to acquire, hold, renovate, maintain, manage, lease, operate, finance, refinance and ultimately dispose of that certain land and improvements located at 183 Columbia Heights, Brooklyn, New York (the "Property") and engage in any other legal enterprise that is reasonably related thereto. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a "partnership" for federal, state and local income tax purposes. 3. Term; Dissolution. Subject to the provisions of Section 12 hereof, the Company's existence shall continue until (i) the sale, assignment, condemnation or other disposition of all or substantially all of the assets of the Company, or (ii) until the Manager elects, in written notice to the Members, to dissolve the Company. The death, resignation, withdrawal, insolvency, bankruptcy, liquidation or dissolution of the Manager or a Member shall not dissolve the Company. 4. Members; embership Interests. (a) Members and Their Interests. The Persons who are the Members hereof as of the date hereof and their respective initial "Percentage Interests" are set forth on Exhibit A hereto. A Member's "Per