HF DRAFT 9/08/14 OPERATING AGREEMENT OF FRIENDS VENTURES LLC A New York Limited Liability Company OPERATING AGREEMENT of FRIENDS VENTURES LLC dated as of September _, 2014 (this "Agreement") by, among and between FRIENDS VENTURES LLC, a New York limited liability company (the "Company"), LEON D. BLACK, an individual with an address at 760 Park Avenue, New York, New York 10021 ("Black") and RONALD S. LAUDER, an individual with an address at ("Lauder") (each of Black and Lauder is a "Member" and collectively the "Members"). WITNESSETH: WHEREAS, the Members have formed the Company as a New York limited liability company pursuant to the Limited Liability Company Law of the State of New York, as amended (the "dips"); WHEREAS, the expressed primary purpose of the Company is to purchase and hold the property listed on Exhibit A (the "Property") as investment property; and WHEREAS, the Members and the Company desire to enter into this Agreement in order to state the terms and conditions of the ongoing operation and management of the Company; NOW, THEREFORE, in consideration of the premises and the agreements herein contained and intending to be legally bound hereby, the Members and the Company hereby agree as follows: I. FORMATION 1.1 Formation; Name; Office. The Members have formed the Company under and pursuant to the Act to be conducted under the name "FRIENDS VENTURES LLC." The business office of the Company shall be c/o Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, New York 10022. 1.2 Purposes. The purposes for which the Company has been formed are: (a) To purchase and acquire the Property as investment property; (b) To own, maintain, finance, sell, dispose of and otherwise deal with the Property; and 1 EFTA00585905