OPERATING AGREEMENT OF PARK PARTNERS MANAGER LLC A Delaware Limited Liability Company THIS OPERATING AGREEMENT (the "Agreement") of Park Partners Manager LLC (the "Company"), effective as of the 5th day of June, 2015, is made by DAVID J. MITCHELL ("Mitchell") as a Member and the Manager of the Company), FT REAL ESTATE, INC. ("FT"), as a Member, and any other person, trust or other legal entity ("Person") 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 Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as the same may be amended from time to time, the "Act"). 2. Purposes. The purposes and business of the Company are to acquire, hold, manage, deal with and ultimately dispose of a membership interest in, and to act as the manager of, Park Partners LLC, a limited liability company formed to acquire, hold, renovate, manage, rent, convert to a condominium, and ultimately refinance, sell or lease condominium units in that certain building located at 320 East 82nd Street, New York, New York (the "Property"), and to 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 of the Property, or (ii) until the Members elect, in writing, to dissolve the Company. The death, resignation, withdrawal, insolvency, bankruptcy, liquidation or dissolution of a Member or the Manager shall not dissolve the Company. 4. Members; Membership Interests. (a) Members and Their Interests. The initial Members are Mitchell and FT.