OPERATING AGREEMENT OF PB VAULTS LP LLC

THIS OPERATING AGREEMENT (this “Agreement”) of PB Vaults LP LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of the 1st day of January, 2026, by and among (i) the initial Manager of the Company; and (ii) such

persons and entities listed on the signature page to this Agreement, and all other Persons admitted as additional or substituted members of the Company pursuant to this Agreement (collectively, the “Members” and individually, a “Member”). Capitalized terms used herein shall have the meanings ascribed to such terms as provided in Section 1.7 below.

RECITALS:

A. The Manager has formed the Company pursuant to the provisions of the Delaware Limited Liability Company Act, as the same may be amended from time to time (the “Act”).

B. The Manager and Members now wish to express all of the rights and obligations of the Members and Manager with respect to the ownership and operation of the Company upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

FORMATION AND PURPOSE OF COMPANY; DEFINITIONS

1.1 Formation. As of the date of this Agreement, the Company has been formed by the filing of a certificate of formation with the Secretary of State of the State of Delaware (the “Certificate”). The Company shall be operated as a limited liability company under the Act, subject to the provisions set forth in this Agreement.

1.2 Name. The Company’s business shall be conducted solely under the name of “PB Vaults LP LLC”.

1.3 Term. The term of the Company shall be from the date hereof until the Company is dissolved as hereinafter provided.

1.4 Purpose. (a) The purposes of the Company shall be to (i) (A) (directly or indirectly through direct or indirect subsidiaries of

the Company (each, a “Company Subsidiary”, and collectively, the “Company Subsidiaries”)) provide capital to (and, in exchange therefor, owning a membership interest in) PB Vaults Holdco LLC, a Delaware limited liability company (“Holdco”), which, in turn, is the sole member of PB Vaults Development LLC, a Florida limited liability company (“Property Owner”), in connection with (A) acquiring that certain real property located at 2500 N. Florida Mango Road, West Palm Beach, Florida (the “Property”); and thereafter, (B) developing thereon a prominently branded high-end luxury car-condo concept catering to ultra-high-net-worth collectors in Palm Beach County which may include, but not be limited to, a mixed-use automotive lifestyle project, which

may include a private club, hospitality venues, car storage, creative office, retail/service tenants, and event spaces, any, some or all of the foregoing of which may operate under a brand identity to be determined (the “Project”), as more fully set forth in the Luxury Car Condo Palm Beach Investment Presentation, attached hereto as Exhibit A (the “Investment Presentation”); and (ii) engage in any and all activities related or incidental to the purposes set forth in clause (i) above as the Manager deems necessary or advisable. Each Member hereby agrees and acknowledges that a copy of the Property Owner Operating Agreement (the “Property Owner Operating Agreement”) shall be provided to each Member. Copies of the operating agreement Holdco (the “Holdco Operating Agreement”), together with the proposed Organization Chart, are attached hereto as composite Exhibit B.

1.5 Registered Office; Registered Agent; Principal Office. The registered office and registered agent for service of process of the Company shall be as provided in the Certificate, or such other place as the Manager may from time to time designate. The principal office of the Company shall be c/o PB Vaults GP LLC, 1 SE 3rd Avenue, Suite 3050, Miami, Florida 33131, Attention: Harvey Hernandez, or at such other place as the Manager may from time to time designate.

1.6 No State-Law Partnership. The Manager and the Members intend that the Company shall always be treated as a “partnership” or a “disregarded entity” for federal and, if applicable, state and local income tax purposes, and, to the extent permissible, the Company shall elect to be so treated for such purposes. The Company, the Manager and each Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment and neither the Company, the Manager, nor any Member shall make any election, including under Regulations Section 301.7701-3, or take any other action inconsistent with such treatment, unless otherwise determined by the Manager. The Manager and the Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member, the Manager, or any officer of the Company shall be a partner or joint venturer of any other Member, the Manager, or any officer of the Company, for any purposes other than as set forth in the first sentence of this Section 1.6.

1.7 Definitions. The following terms shall have the respective meanings set forth below:

“Additional Capital Contribution” means with respect to each Member, the amount of money or the initial Gross Asset Value of any property (other than money) contributed to the Company as set forth in Section 3.2 of this Agreement.

“Adjusted Capital Account Balance” means, with respect to any Member, the balance, if any, in the Member’s Capital Account as of the end of the relevant taxable year (or other period), after giving effect to the following adjustments: (i) the balance shall be increased by any amounts which the Member is obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) the balance shall be decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition of Adjusted Capital Account Balance

is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in the Member’s Capital Account as of the end of the relevant taxable year (or other period), after giving effect to the following adjustments: (i) the deficit shall be decreased by any amounts which the Member is obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed obligated to restore pursuant to Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) the deficit shall be increased by the items

described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” of a person or entity (or words of similar import, whether or not capitalized) means (1) any officer, director, employee, trustee, shareholder, manager, member, partner or relative within the second degree of kindred of the person or entity in question; or (2) any corporation, partnership, limited liability company, trust or other person or entity controlling, controlled by or under common control with the person or entity in question (whether directly or indirectly through one or more intermediaries). However, neither the Company nor any Company Subsidiary shall be deemed to be an Affiliate of any Member. For the purpose of this definition, “control” means the possession, directly or indirectly, of the power to decide, affirmatively (by direction) or negatively (by veto), the management and policies, whether through the ownership of voting securities or by contract or otherwise.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“BBA Audit Rules” means the partnership audit procedures set forth in Code Sections 6221 through 6241 as in effect for partnership tax years beginning after December 31, 2017, and the Regulations or other U.S. Department of the Treasury or IRS guidance issued

thereunder.

“Bad Conduct” means acts or omissions constituting gross negligence, willful or wanton misconduct, fraud, intentional misrepresentation, criminal conduct, bad faith or a knowing violation of law.

“Capital Account” means, with respect to any Member, the separate Capital Account established and maintained on the Company’s books and records for such Member in accordance with the following provisions: (i) To each Member’s Capital Account there shall be credited (A) such Member’s Capital Contributions, including such Member’s initial Capital Contribution and any Additional Capital Contributions, (B) such Member’s distributive share of Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 4.5 or in the Tax Exhibit, attached hereto as Exhibit C, and (C) the amount of any Company liabilities assumed by such Member or that are secured by any property distributed to such Member. The principal amount of a promissory

note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 1.704 1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the Company makes a taxable disposition of the note or until (and to the

extent) principal payments are made on the note, all in accordance with Regulations Section 1.704 1(b)(2)(iv)(d)(2); (ii) To each Member’s Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Losses and any items in the

nature of deductions, credits, expenses or losses that are specially allocated pursuant to Section 4.5, and (C) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company; (iii) In the event Membership Interests are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Membership Interests and, subject to Section G(a) of the Tax Exhibit, shall receive allocations and distributions pursuant to Article IV and Article VIII in respect of such

Membership Interests; and (iv) In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement and the Tax Exhibit relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704 1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In

the event the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Members), are computed in order to comply with such Regulations, the Members may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any person pursuant to Section 4.1 upon the dissolution of the Company. The Members also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

“Capital Account Excess” means, with respect to any Member, the excess (if any) of such Member’s Capital Account balance over such Member’s Targeted Account.

“Capital Account Shortfall” means, with respect to any Member, the excess (if any) of such Member’s Targeted Account over such Member’s Capital Account balance.

“Capital Contributions” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company with respect to the Membership Interests in the Company held or purchased by such Member, including Additional Capital Contributions.

“Certificate” has the meaning set forth in Section 1.1.

“Claim” means any obligation, liability, claim (including any claim for damage to property or injury to or death of any persons), lien or encumbrance, loss, damage, cost or expense (including any judgment, award, settlement, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, including appellate proceedings).

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Audit Expenses” means all legal fees, accounting fees and other costs and expenses reasonably incurred by the Company, the Manager, the Partnership Representative, or the Designated Individual in connection with the handling or defense of any Tax Proceeding, excluding the amount of any taxes, penalties, or interest assessed against the Company or its Members as a result of such Tax Proceeding.

“Company Subsidiary” or “Company Subsidiaries” has the meaning set forth in Section 1.4.

“Delaware Act” means the Delaware Limited Liability Company Act, and any successor statute, as it may be amended from time to time.

“Depreciation” means, with respect to any Company asset for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable and determined for federal income tax purposes with respect to such Company asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Gross Asset Value of the asset is positive, Depreciation shall be determined with reference to such beginning Gross Asset Value using any permitted method reasonably selected by the Manager in accordance with Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“Distributable Cash” means, with respect to any Fiscal Year or other applicable fiscal period, the excess, if any, as determined by the Manager, in its sole discretion, of (a) all cash of the Company from all sources for such period, including, without limitation, receipts from operations, Capital Contributions by the Members, proceeds of borrowing or from the issuance of securities by the Company, interest income from purchase money financing provided by the Company, deposits and all other Company cash sources and all Company cash reserves on hand at the beginning of such period, as well as distributions of distributable cash from Property Owner

and, in turn, Holdco, as provided in the Property Owner Operating Agreement and Holdco Operating Agreement, respectively; over (b) all cash expenses and capital expenditures of the Company for such period, including, but not limited to, all payments of principal and interest on account of Company indebtedness (including, but not limited to any construction, permanent or mezzanine financing, as well as any Member Loans), construction and operating costs, development, sales and marketing fees, administration, management and other fees (inclusive of those set forth in Section 2.3 below), and costs, closing costs, and such reasonable cash reserves as the Manager deems necessary for any Company needs (or those mandated by law, contract or the Company’s debt instruments), including but not limited to the payment of any debt (whether construction, permanent or mezzanine) and the payment of any taxes, as may be applicable.

“Fiscal Year” means (i) the period commencing on the date hereof and ending on December 31, 2026, (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31st; and (iii) the period commencing on the immediately preceding January 1 and ending on the date on which all property is distributed to the Members pursuant to Article

VIII.

“Final Year Member” means any Member (or direct or indirect equity owner of a Member) who has liability for federal income taxes imposed on the Company under the BBA Audit Rules pursuant to Code Section 6241(7) and any proposed, temporary or final Regulations promulgated thereunder.

“Gross Asset Value” means, with respect to any Company asset, the asset’s adjusted basis for federal income tax purposes, except as follows: 

(i) The initial Gross Asset Value of any Company asset contributed by a Member to the Company shall be the gross fair market value of such asset as of the date of such contribution, as reasonably determined by the Manager;

(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account), as reasonably determined by the Manager as of the following times: (A) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of Company property (other than cash) as consideration for all or a part of such Member’s Membership Interest in the Company; and (C) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), provided that an adjustment

described in clauses (A), (B), and (C) of this paragraph (ii) shall be made only if the Members reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company and that the absence of such adjustment would adversely and disproportionately affect any Member; 

(iii) Immediately prior to the distribution by the Company of any Company asset to a Member, the Gross Asset Value of such assets shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of such distribution as reasonably determined by the Manager; and

(iv) The Gross Asset Values of Company assets shall be increased (or decreased, as applicable) to reflect any adjustments to the adjusted tax basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of “Profits” and “Losses;” provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) above is required in connection

with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). 

(v) If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses.

“IRS” means the U.S. Internal Revenue Service.

“Manager” has the meaning set forth in Section 5.1.

“Majority in Interest” means at least that number of Members entitled to vote whose combined Percentage Interests represent a percentage equal to or in excess of fifty percent (50%) of the Percentage Interests held by all Members.

“Member” or “Members” has the meaning set forth in the preamble to this Agreement.

“Membership Interest” or “Percentage Interest” means a Member’s total membership interest in the Company which shall equal a fraction, expressed as a percentage, the numerator of which is equal to such Member’s Capital Contribution and the denominator of which is equal to the aggregate Capital Contributions of all Members, which shall include the right of such Member to any and all benefits to which a Member may be entitled as expressly provided in this Agreement, together with the obligations of such Member to comply with all of the terms and provisions of this Agreement.

“NGD” means Newgard Development Group Inc., a Florida corporation, and/or its Affiliates, as applicable.

“Pass-through Entity Taxes” means any state or other jurisdiction’s mandatory or elective entity-level income tax on the income of flow-through entities, including entities taxed as S corporations and partnerships for federal tax purposes.

“Profits” and “Losses” mean, for each Fiscal Year (or other period), an amount equal to the Company’s taxable income or taxable loss for such Fiscal Year (or other period), or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments (without duplication):

(i) Any income realized by the Company that is exempt from federal income tax, as described in Code Section 705(a)(1)(B), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be added to such taxable income or taxable loss, notwithstanding that such income is not includable in gross income;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses,” shall be subtracted from such taxable income or taxable loss, notwithstanding that such expenditures are not deductible for federal income tax purposes;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, then the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) Any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property so disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or taxable loss, there shall be taken into account the Depreciation for such Fiscal Year (or other period), computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Regulations Section 1.704 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a

distribution other than in liquidation of a Member’s Membership Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 4.5 shall not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss, deduction, or credit available to be specially allocated pursuant to Section 4.5 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

“Project Financing” means any financing to be obtained by the Company or any Company Subsidiary in connection with the development of the Project, including any refinancing thereof.

“Project” has the meaning set forth in Section 1.4 herein.

“Project Lender” means the lender under a Project Financing.

“Regulations” means the regulations in force as final or temporary or proposed that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code, and any successor regulations.

“Seller Financing” means any Project Financing provided by the Seller of property made at the Acquisition Closing.

“Targeted Account” means, with respect to any Member for any taxable year (or other period), an amount equal to the hypothetical distribution such Member would receive if all assets of the Company, including money at the end of such period: (a) were sold for cash equal to their book value (taking into account any adjustments to book value for such period); (b) all liabilities allocable to such assets were then due and were satisfied according to their terms; (c) all minimum gain chargebacks required by the Tax Exhibit, attached hereto as Exhibit C, were made; (d) all obligations of Members to contribute additional capital to the Company were satisfied; and (e) all remaining proceeds from such sale were distributed to the Members in the order of priority set forth in Section 4.1 of this Agreement.

“Tax Exhibit” has the meaning set forth in Article IX.

“Tax Proceeding” means a tax proceeding described in Code Sections 6221 to 6241.

“Taxing Authority” has the meaning set forth in Section 4.6(b).

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, encumbrance, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily, to transfer, sell, pledge, encumber, hypothecate, or otherwise dispose of.

“Withholding Advances” has the meaning set forth in Section 4.6(b).

ARTICLE II

PROJECT-RELATED AND OTHER MATTERS

2.1 Certain Property Acquisition/Project Development-Related Matters. In connection with the acquisition of the Property and development and operation of the Project, the parties hereto acknowledge, covenant and agree as follows:

(a) NGD entered into that certain Commercial Contract for Sale and Purchase dated September 29, 2025 (collectively, the “Purchase Agreement”) for the acquisition of the Property. The closing of the acquisition of the Property (the “Acquisition Closing”) is anticipated to occur on or about February 8, 2026 , as provided in the Purchase Agreement and as Amended. Prior to the Acquisition Closing, NGD shall assign the Purchase Agreement to the Property Owner. NGD may accrue a pre-approved amount in developer overhead which Holdco shall pay at the Acquisition Closing.

(b) The Property Owner intends to grant a first priority mortgage construction loan on the Property (which may include acquisition financing) to an institutional lender approved by NGD (“Senior Lender”) in an amount to be determined (the “Senior Loan”). All guaranties and other credit support necessary or required for the Property, including any guaranties or indemnities required by the Senior Lender, shall be provided by NGD and/or its principal, Harvey Hernandez.

2.2 Property Management. The Property shall be managed by its property manager, NGD (or its Affiliate) (in any case, the “Property Manager”), pursuant to a property management agreement (“PMA”). In accordance with the PMA, the Property Manager shall be responsible for the day-to-day management of all commercial activities relating to the operation of the Property.

2.3 Payment of Certain Fees.

(a) Holdco shall pay, or shall cause Property Owner to pay, NGD’s Affiliate, Newgard Development Group Inc., a Developer Fee equal to five percent (5%) of the Project of the Project total hard costs, sales and marketing costs and soft costs. Developer Fee is payable in equal monthly installments commencing on Acquisition Closing.

(b) Holdco shall pay, or shall cause Property Owner to pay, an Administrative Fee equal to five percent (5%) of the Project total hard costs, payable in equal monthly installments commencing at Acquisition Closing.

(c) Holdco shall pay, or shall cause Property Owner to pay to NGD, a one-time Land Acquisition Fee at Acquisition Closing in an amount equal to two percent (2%) of the purchase price of the Property (“Acquisition Fee”). For the avoidance of doubt, the foregoing fees payable hereunder are separate and apart from, and senior in priority to, any distributions of distributable cash payable to the members of Holdco pursuant to Section 4.1 of the Holdco Operating Agreement, attached hereto in composite as Exhibit B.

2.4 Total Equity Commitment. NGD and/or its Affiliates shall maintain, directly or indirectly, an aggregate initial minimum equity investment in the Project of five percent (5%).

2.5 Project Financing; Loan Guaranties. Any Project Financing shall be non-recourse to Members and their Affiliates unless Member agrees otherwise, except for guarantees that may be provided by certain Affiliates of the Members, who will execute and deliver such non-recourse carveout guaranties, environmental indemnities, and other recourse documents as are required by the Project Lender and approved by such Member.

ARTICLE III

PERCENTAGE INTERESTS; CAPITALIZATION; LOANS BY MEMBERS

3.1 Percentage Interests; Initial Contributions.

(a) The Percentage Interest of each Member shall equal a fraction, expressed as a percentage, the numerator of which is equal to such Member’s Capital Contributions and the denominator of which is equal to the aggregate Capital Contributions of all Members. The name, address, Percentage Interest and initial Capital Contribution of each Member shall be recorded and in a Member ledger maintained with the books and records of the Company at the Company’s principal office (the “Member Ledger”), which Member Ledger may be updated by the Manager from time to time to reflect any changes in the Members, their respective addresses, Capital Contributions and/or Percentage Interest.

(b) The Members hereby agree and acknowledge that the Company is currently undertaking a private offering (an “Offering”) of its Membership Interests to certain prospective investors for an aggregate maximum Offering of up to eight million dollars ($8,000,000) (although the Manager reserves the right, in its sole discretion, to increase the maximum Offering amount hereunder by up to an additional four million dollars ($4,000,000) (resulting in an aggregate maximum Offering of up to twelve million dollars ($12,000,000), with a minimum subscription price per investor equal to $250,000 (although the Manager may accept subscriptions for lesser amounts on a case-by-case basis) in consideration for a certain Percentage Interest in the Company calculated based on such Member’s total Capital Contributions relative to all Members’ total Capital Contributions, as described in Section 3.1(a) above. Each prospective investor shall (i) subscribe for Membership Interests under this Offering by executing the Member’s signature page

to this Agreement and completing the Accredited Investor Representation Letter, attached hereto as Exhibit D; and (ii) be required to pay the subscription amount in full as provided on such prospective investor’s Member Signature Page hereof, payable to the Company by wire transfer of immediately available funds pursuant to wiring instructions to be provided by the Manager.

3.2 Additional Capital Contributions.

(a) No Member shall be required to make any Capital Contribution to the Company other than as set forth in Section 3.1 and this Section 3.2.

(b) If the Manager determines, from time to time, that additional capital (“Additional Capital”) is necessary or advisable in connection with the Company’s business or is necessary or advisable for any other Company purpose, the Manager shall request by written notice (the “Additional Capital Notice”) that each Member contribute to the capital of the Company within thirty (30) days of the Additional Capital Notice, that Member’s pro rata share, based upon such Members’ Membership Interest as compared to the aggregate amount requested to be contributed. Each contribution under this Section 3.2 shall constitute an additional Capital

Contribution (an “Additional Capital Contribution”).

(c) If a Member does not contribute its share of Additional Capital as requested under this Section 3.2 within thirty (30) days after the sending of an Additional Capital Notice (the “Non-Contributing Member”), then any other Member who has contributed its pro rata share of the Additional Capital requested in such Additional Capital Notice (the “Contributing Member”) may elect to either:

(i) make a Member Loan to the Company in an amount equal to the share of the Additional Capital Contribution that was not contributed by the Non-Contributing Member, as provided in Section 3.3 below; provided, that the Company shall deduct the distributions of Distributable Cash otherwise payable to the Non-Contributing Member for purposes of reimbursing the Company for its payment of the interest due thereon; or

(ii) contribute (on a pro rata basis or as otherwise agreed to by all the Contributing Members) to the Company the share of the Additional Capital Contribution that was not contributed by the Non-Contributing Member (and, to the extent applicable, have the right receive the applicable IRR thereon, as provided in Section 4.1 below) and the Manager will equitably dilute the Non-Contributing Member’s Membership Percentage as a result of such non- contribution and will equitably increase the Contributing Member’s Membership Percentage, all on a dollar for dollar basis, and will amend the Member Ledger accordingly. The dilution shall be calculated using the total amount of the capital not funded compared to the total capital funded.

For purposes of example only:

Assume a Non-Contributing Member had an original Membership Interest

of 25% and made an initial Capital Contribution of $50,000. In the event

such Non-Contributing Member’s pro rata share of Additional Capital

requested pursuant to Section 3.2(b) hereof was $12,500 (25% of a total of

$50,000 additional capital requested) for which such Non-Contributing

Member has failed to fund, then such Non-Contributing Member’s

Membership Interest would be revised as follows:

Original Membership Interest:

$50,000 (capital funded) = 25%

$200,000 (total capital funded)

Revised Membership Interest:

$50,000 (additional $12,500 was not funded) = 20%

$250,000 (total capital funded original

$200,000 plus $50,000 total additional

capital requested)

Notwithstanding the Additional Capital Contributions ultimately made by the Members

hereunder, each Member’s Percentage Interest shall, at all times, be calculated based on such

Member’s total Capital Contributions relative to all Members’ total Capital Contributions, as described in Section 3.1 above.

3.3 Member Loans. In the event (i) the Manager has requested Additional Capital pursuant to Section 3.2 above, and has not received the requested capital; or (ii) if the Manager reasonably determines that the Company needs immediate capital for Company expenses or obligations, the Manager may accept loans from the Members or their Affiliates or may elect to make a loan directly to the Company on terms as are readily available in the marketplace for similarly situated loans (each, a “Member Loan” and collectively, “Member Loans”). Neither the Manager nor any other Member shall have any obligation to make a Member Loan. The

Company shall not accept any Member Loans from a Member who is in default under this Agreement. Member Loans shall reduce Distributable Cash and, therefore, are repaid prior to any distribution under Article IV.

ARTICLE IV

DISTRIBUTIONS; ALLOCATIONS

4.1 Distributions. Subject to Section 4.4 (and except as provided in the Tax Exhibit), each distribution of Distributable Cash shall be distributed to all the Members, pro rata based upon their respective Percentage Interests in the Company.

4.2 Timing of Distributions. Distributions of Distributable Cash shall be made in such amounts and at such times as determined by the Manager, except as otherwise expressly set forth herein.

4.3 Distributions of Capital. Except as expressly provided in this Agreement or as otherwise agreed by the Members in writing, no Member shall be entitled to withdraw capital or to receive distributions of or against capital. Each Member shall look solely to the assets of the Company for return of such Member’s capital contributions. No Member shall receive any interest, salary, or drawing with respect to such Member’s Capital Contributions or Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss, deduction, and credit among the Members and shall have no effect on the amount of any distributions to any Members, in liquidation or otherwise.

4.4 Limitation on Distributions. Notwithstanding any other provision of this Agreement, neither the Company, nor the Manager on behalf of the Company, shall make any distribution to a Member on account of its Membership Interest in the Company if such distribution would violate § 18-607 of the Act or other applicable law.

4.5 Profits and Losses. After giving effect to the special allocations set forth in the Tax Exhibit, attached hereto as Exhibit C, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss, deduction, or credit) of the Company for any Fiscal Year (or other period) shall be allocated to the Members as follows:

(a) In the case of Profits:

(i) First, to any Members with Adjusted Capital Account Deficits, in proportion to and up to the amount of their Adjusted Capital Account Deficits;

(ii) Second, to any Members with Capital Account Shortfalls, in proportion to and up to the amount of their Capital Account Shortfalls; and

(iii) Thereafter, to the Members in proportion to their Percentage Interests.

(b) In the case of Losses:

(i) First, to any Members with Capital Account Excesses, in proportion to and up to the amount of their Capital Account Excesses;

(ii) Second, to any Members with positive Adjusted Capital Account Balances, in proportion to and up to the amount of their positive Adjusted Capital Account Balances; and

(iii) Thereafter, among the Members in proportion to their Percentage Interests. to do so, deliver to the Manager: to any such laws; and/or 4.6 Tax Withholding; Withholding Advances.

(a) Tax Withholding. If requested by the Manager, each Member shall, if able (i) an affidavit in form satisfactory to the Manager that the applicable Member (or its direct or indirect equity owner(s), as the case may be) is not subject to withholding

under the provisions of any federal, state, local, foreign, or other applicable law; (ii) any certificate that the Manager may reasonably request with respect (iii) any other form or instrument reasonably requested by the Manager relating to any Member’s status under such law.

(b) Withholding Advances. Except as otherwise provided in Exhibit C with respect to any tax, including penalties and interest, paid at the Company level in connection with a Tax Proceeding, the Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Manager based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local, or foreign taxing authority (a “Taxing Authority”) with respect to any distribution or allocation by the Company of income or gain to such Member (including (i) payments made pursuant to Code Section 6225 and allocable to a Member as determined by the Manager in its sole discretion and (ii) payments of any Pass- through Entity Taxes) and to withhold the same from distributions to such Member. Any funds withheld from a distribution by reason of this Section 4.6(b) shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement and, at the option of the Manager, shall be charged against the Member’s Capital Account. The Manager shall reasonably determine the allocation of Pass-through Entity Taxes, if any, among the Members for purposes of computing any distribution pursuant to this Article IV and each Member agrees to cooperate with the Manager and to do or refrain from doing any or all things reasonably requested by the Manager with respect to any Company Pass-through Entity Taxes.

(c) Repayment of Withholding Advances. Any Withholding Advance made by the Company to a Taxing Authority on behalf of a Member and not simultaneously withheld from a distribution to that Member shall: 

(i) be promptly repaid to the Company by the Member on whose behalf the Withholding Advance was made (which repayment by the Member shall not constitute a Capital Contribution, but shall credit the Member’s Capital Account if the Manager shall have initially charged the amount of the Withholding Advance to the Capital Account); or

(ii) with the consent of the Manager, be repaid by reducing the amount of the next succeeding distribution or distributions to be made to such Member (which reduction amount shall be deemed to have been distributed to the Member, but which shall not further reduce the Member’s Capital Account if the Manager shall have initially charged the amount of the Withholding Advance to the Capital Account).

(d) Indemnification. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes (including, for the avoidance of doubt, any Pass-through Entity Taxes), interest, or penalties which may be asserted by reason of the Company’s failure to deduct and withhold tax on amounts distributable or allocable to such Member.

(e) Survival; Enforcement. The provisions of Section 4.6(d) and the obligations of a Member or former Member pursuant to Section 4.6(c) shall survive the termination, dissolution, liquidation, and winding up of the Company and the withdrawal of such Member from the Company or Transfer of such Member’s Membership Interest. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 4.6, including bringing a lawsuit to collect repayment with interest of any Withholding Advances. 

(f) Over-withholding. Neither the Company nor the Manager shall be liable for any excess taxes withheld in respect of any distribution or allocation of income or gain to a Member. In the event of an over-withholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Taxing Authority.

ARTICLE V

MANAGEMENT OF THE COMPANY

5.1 Authority of Manager. Except as otherwise expressly provided in this Agreement (including, without limitation, Section 5.7 below), the management of the Company shall be vested solely in the manager of the Company (the “Manager”), having the exclusive right and authority to make all decisions of the Company and exercise unilaterally (without obtaining the consent of any Member and as otherwise expressly set forth in this Agreement) all of the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, and to take any other action not prohibited under the Act or other applicable law, so far as such powers or actions are necessary or convenient or related to the conduct, promotion or attainment of the business, purposes or activities of the Company. For the avoidance of doubt and notwithstanding any provision in this Agreement to the contrary, the Manager shall have the right to admit additional Members to the Company, including, without limitation, in connection with the Offering described above, for purposes of securing additional capital for the Company), which may result in, among other things, the proportionate dilution of the then-existing Members. The initial Manager of the Company shall be PB VAULTS GP LLC, a Florida limited liability company affiliated with NGD.

5.2 Other Activities. Except as otherwise provided in this Agreement: 

(i) each Member recognizes that the Manager and other Members and their respective Affiliates have an interest in investing in, developing, constructing, operating, transferring, leasing, selling and/or otherwise using real property and interests therein for profit, and engaging in any and all activities related or incidental thereto and that each will make other investments consistent with such interests; and

(ii) neither the Company nor any Member or any Affiliate of any Member shall have any right by

virtue of this Agreement or the relationship created hereby in or to any other ventures or activities

in which the Manager or any Member or Affiliate thereof is involved or to the income or proceeds

derived therefrom.

5.3 Liability of Manager and Members. Subject to the provisions of any other agreement to which the Manager and/or any Member is a party, and except for the obligations to a Member or Members or the Company imposed under such other agreement, neither the Manager nor any Member shall be liable, responsible or accountable in damages or otherwise to the Company or the Members for any action taken or failure to act by the Manager or any Member in its business judgment on behalf of the Company within the scope of the authority conferred on it by this Agreement. Unless otherwise agreed upon in writing by the Manager and Members, to the fullest extent permitted by the Act: 

(a) neither the Manager nor any Member shall be liable for the debts, liabilities, contracts or any other obligations of the Company,

(b) the Members shall be liable to make contributions (or, if applicable, loans) only to the extent required under this Agreement, 

(c) without limitation on the foregoing, except as approved by the Manager and Members, any indemnification obligation of the Company hereunder shall be limited to the assets of the Company, and (d) neither the Manager nor any Member shall have personal liability for the repayment of the contributions or loans of any other Member, except as may be expressly required under this Agreement. Except as expressly provided in this Agreement, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person or entity other than the Manager and Members, as applicable, and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any party to this Agreement. Without limitation on the foregoing, to the fullest extent permitted by the Act, no third party shall have any right to enforce any contribution obligation on the Manager or a Member. Except as otherwise set forth in this Agreement, no constituent partner or member in or agent of the Manager or any Member, nor any present or future partner, member, manager, trustee, beneficiary, director, officer, shareholder, employee, advisor, affiliate or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in the Manager or any Member or any Affiliate thereof shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments

to any of the foregoing made at any time or times, heretofore or hereafter, and each other Member and its successors and assigns and, without limitation, all other persons and entities, shall look solely to such Member’s Membership Interest in the Company for the payment of any claim or for any performance, and such other Member on behalf of itself and its successors and assigns hereby

waives any and all such personal liability. For purposes of this Section 5.3, no negative capital account or any contribution or payment obligation of any partner or member in any Member shall constitute an asset of such Member. The limitations of liability contained in this are in addition to, and not in limitation of, any limitation on liability applicable to the Manager and/or any Member provided elsewhere in this Agreement or by law or by any other contract, agreement or instrument.

5.4 Indemnity of Manager and Members. The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold the Manager harmless from and against any Company liabilities for which it is alleged to be responsible (and any Claims resulting from such allegations suffered or sustained by it) by reason of any acts, omissions or alleged acts or omissions by the Manager on behalf of the Company within the scope of authority conferred on it by this Agreement or by reason of the fact that the Manager is the manager of the Company.

5.5 Indemnification by Members. Each Member shall, to the fullest extent permitted by applicable law, indemnify, defend and hold the Company, the Manager, the other Members, and the assets of the Company, harmless from and against any and all Claims suffered or sustained by it by reason of any act or omission constituting (a) breach or default by such Member or any

Affiliate of such Member under this Agreement, or (b) Bad Conduct by such Member or any Affiliate of such Member.

5.6 Manager-Related Fees. Affiliates of the Manager have the right to receive certain fee payments under Section 2.3 above.

5.7 Actions Requiring Member Approval. Notwithstanding anything in this Agreement to the contrary, none of the following actions shall be taken by the Manager without the prior written consent of a Majority in Interest of the Members:

(i) Taking any action for the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the relevant company or of any substantial part of the property thereof, (D) making by the relevant company of a general assignment for the benefit of creditors, or (E) making of any other arrangement or composition with creditors generally to modify the

terms of payment of, or otherwise restructure their obligations;

(ii) Confessing a judgment against the Company on behalf of the Company;

(iii) Except as provided in Article VIII hereof, dissolving or liquidating the

Company;

(iv) Causing the Company to engage in any business other than that described

in Section 1.4; or

(v) The merger, consolidation, conversion or dissolution of the Company, except as contemplated by Article VIII.

Notwithstanding anything herein to the contrary, to the extent that the manager of Holdco (i.e., a Company Subsidiary) does not have the right in its sole discretion to take any of the foregoing actions under the terms of the Holdco Operating Agreement, attached hereto in composite Exhibit B, thereby causing a conflict with this Section 5.7, the terms of the Holdco Operating Agreement shall prevail.

5.8 Certain Rights of Members. For so long as a Member continues to hold any equity investment, directly or indirectly, in the Company, the following terms shall apply.

(a) Each Member has the right, following such Member providing reasonable prior written notice to the Manager, to visit and inspect any of the offices and properties of the Company and the Company Subsidiaries and inspect and copy the books and records of the Company and its subsidiaries to the extent required by the Act, at such times as such Member and the Manager shall reasonably agree. 

(b) The Manager shall, as reasonably determined by the Manager, provide the Members with an annual report to be furnished within sixty (60) following December 31st of each calendar year financial information regarding the Project and the status of the development and operation of the Project. Additionally, the Company will file an information return on IRS Form 1065 and will provide information on Schedule K-1 to each Member. Delivery of this information by the Company will be subject to delay in the event of the late receipt of any necessary tax information from an entity in which the Company holds an interest. It is therefore possible that, in any taxable year, Members will need to apply for extensions of time to file their tax returns.

ARTICLE VI

TRANSFER OF MEMBERSHIP INTERESTS

6.1 Restrictions on Transfer. No Member may Transfer its Membership Interests (or any economic right or privilege therein) without the approval of the Manager, in its sole and absolute discretion, and otherwise in accordance with the provisions of this Article.

Notwithstanding anything to the contrary set forth herein, a Member may Transfer its Membership Interests to any corporation, partnership or other entity the majority of which is beneficially owned by a Member, or has common beneficial ownership with a Member without the Manager’s consent; provided, that the Manager receives prior written notice of same. Any purported Transfer, no matter how effected, which does not comply with the terms, conditions and procedures of this Agreement shall be void ab initio and without force or effect.

6.2 New Members. Any Person, not then a Member, to whom a Membership Interest shall be transferred in accordance with the provisions of this Article VI shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a person as a substituted Member, shall be paid by the transferor. If any Membership Interest is purported to be transferred in contravention with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed without any right, power or authority of a Member hereunder and shall be without any rights of any kind (including, without limitation, the right to vote, receive distributions, losses and/or depreciation), and the purported transferor of such Membership Interest shall be considered to have no rights or interest in the Company of any kind or nature. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its transferred Membership Interest. Upon the admission of a transferee as a substituted Member, the Manager shall have the right to amend the books and records of the Company to reflect the admission of the transferee and the withdrawal of the transferor to the extent of its Transferred Membership Interest and the changes in membership percentages in connection therewith. Any such amendments shall be recorded in the Member Ledger maintained with the books and records of the Company at the Company’s principal office.

ARTICLE VII

CERTAIN REMEDIES

7.1 No Partition. Each Member hereby irrevocably waives any and all rights that it may have to maintain any action for partition of any of the assets of the Company.

7.2 Cumulative Remedies. Subject to the limitations expressly herein set forth, no remedy conferred upon the Company or any Member in this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity or by statute.

7.3 Attorneys’ Fees. Subject to Section 7.2, if the Company or any Member obtains a judgment against any other Member in connection with a dispute arising under or in connection with this Agreement (whether in an action or through arbitration), such party shall be entitled to recover its court (or arbitration) costs, and reasonable attorneys’ fees (including the reasonable

value of in-house attorney services) and disbursements incurred in connection therewith and in any appeal or enforcement proceeding thereafter, including any bankruptcy proceeding (and any action for relief from the automatic stay of any bankruptcy proceeding), in addition to all other recoverable costs.

7.4 No Waiver. No waiver by a Member or the Company of any breach of this Agreement shall be deemed to be a waiver of any other breach of any kind or nature, and no acceptance of payment or performance by a Member or the Company after any such breach shall be deemed to be a waiver of any breach of this Agreement, whether or not such Member or the Company knows of such breach at the time it accepts such payment or performance. No failure or delay on the part of a Member or the Company to exercise any right it may have by reason of any breach of this Agreement shall prevent the exercise thereof by such Member or the Company at any time and no such failure or delay shall operate as a waiver of any such breach.

ARTICLE VIII

DISSOLUTION OF THE COMPANY

8.1 Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events (each, a “Dissolution Event”) shall cause an immediate dissolution of the Company:

(i) The sale of all of the real estate assets of the Company (provided, however, that if a portion of the purchase price of such sale is evidenced by a promissory note, the Company shall not be dissolved by reason of such sale so long as the Company is the holder of such promissory note).

(ii) The determination of the Manager in its sole discretion.

8.2 Procedure. In the event of the dissolution of the Company for any reason, the Members shall commence to wind up the affairs of the Company and to liquidate their respective investments. The Members shall continue to share profits, losses, gain or loss on sale or disposition, and Distributable Cash during the period of liquidation in the same manner and proportion as though the Company had not dissolved. The Manager shall determine in good faith the time, manner and terms of any sale or sales of the assets of the Company pursuant to such liquidation having due regard to the activity and condition of the relevant market and general financial and economic conditions; provided, that the proceeds from any liquidation shall be distributed to the Members in the order of priority as provided in Section 4.1 above. Upon the completion of the winding up of the Company and the distribution of all

Company funds, the Manager shall have the authority to execute and record a certificate of cancellation of the certificate of formation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company, and the Company shall terminate.

ARTICLE IX

CERTAIN INCORPORATED MATTERS

Each and all of the provisions of the tax exhibit set forth in Exhibit C, attached hereto (the “Tax Exhibit”), are incorporated herein by reference and shall constitute part of this Agreement. The Tax Exhibit provides for, among other matters, the establishment and maintenance of capital accounts, and the rules pertaining to the allocation of profits and losses of the Company. The Members agree to the audit procedures and appointment of the Partnership Representative and the Designated Individual as set forth on Exhibit D, attached hereto.

ARTICLE X

MEMBER REPRESENTATIONS AND WARRANTIES

10.1 Investment Representations and Warranties. Each Member hereby represents and warrants to the Manager, the Company and each other Member as follows:

(a) Its acquisition of a Membership Interest is made as a principal for its sole account for investment purposes only and not with a view toward the distribution of all or any portion thereof and that under no circumstances will it sell, transfer or assign all or any portion of its Membership Interest except in compliance with the provisions of this Agreement.

(b) It is relying on its own business, and financial knowledge and experience and underwriting (based on the information provided or made available to and reviewed by such Member, and such Member is not relying on any representation or warranty by the Manager or the other Member, or that of its advisors, in making a decision to enter into and execute this Agreement. It has such knowledge and experience in business and financial matters as enables it to utilize the information made available to it in connection with the investment, to evaluate the merits and risks of the prospective investment and to make an informed investment decision.

(c) It (A) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and has accurately completed the Accredited Investor Representation Letter, attached hereto as

Exhibit E, as evidence of same; and/or (ii) is a “sophisticated person” in that the Member has such knowledge and experience in financial and business matters that individually and/or with the aid of advisers, it is capable of evaluating the merits and risks of an investment in the Company by making an informed investment decision with respect thereto. It acknowledges and agrees that the Company and the Manager is justified in relying on such information. It shall promptly notify the Manager of any change to the information provided in the Accredited Investor Representation Letter. It authorizes the Manager to verify the information provided in the Accredited Investor Representation Letter with any and all relevant parties in connection with the Manager’s review

of its proposed purchase of the Membership Interest.

(d) It is aware of the restrictions on Transfer of its Membership Interest hereunder and that the same will at no time be freely transferable or be assignable otherwise than to a Person or entity accepting similar restrictions on transferability. It is fully aware of the restrictions on resale of its Membership Interest under the Securities Act, and applicable state securities laws; in particular, it is aware that the Membership Interest will not be registered under the Securities Act or any applicable state securities laws at any time, may not at any time be freely salable and that any sale thereof may have significant adverse tax consequences. It has no reason to anticipate any change in personal circumstances, financial or otherwise, which should cause it to sell or distribute or necessitate or require any sale or distribution of its Membership Interest.

(e) It acknowledges that an investment in the Company is highly speculative and involves a high degree of risk of loss by it of its entire investment in the Company and represents that it is able to bear the economic risk of such an investment, can afford to hold the Membership Interests for an indefinite period and can afford a complete loss of this investment. Its overall commitment to investments that are not readily marketable is not disproportionate to the its net worth, and an investment in the Company will not cause its overall commitments to become excessive. It is familiar with the nature of and risks attending investments in real estate

and securities and is capable of bearing the economic risks of this investment. It will maintain sufficient liquid assets to enable it to make any capital contributions to the Company as and when required by the Manager pursuant to this Agreement. More specifically, it has received and reviewed this Agreement, all exhibits and schedules hereto (including without limitation, Investment Presentation and Risk Factors, attached hereto as Exhibits A and F, respectively, and certain other materials (collectively, the “Disclosure Documents”), describing the proposed business and purposes of the Company, and the entities and real property in which it will hold direct or indirect interests, and the risks associated therewith. It understands that any financial projections included in such materials are based on assumptions and estimates as to future events that may affect the assets of the Company or the Property and are subject to the qualifications set forth therein and in such materials. Specifically, it acknowledges that the potential results of an investment in the Company set forth in the projections are based upon such assumptions and estimates and that if actual events do not conform to the stated assumptions and estimates (and it is likely that they will not) the economic return from an investment in the Company may vary in significant respects from the results set forth. Additionally, to the extent any such Member previously funded such Member’s subscription amount under the Offering described above, such Member hereby agrees and acknowledges that by signing this Agreement, such Member reaffirms having made such Member’s subscription under the Offering.

(f) It has had an opportunity to consult with counsel and other advisors about an investment in the Company and the purchase of the Membership Interest. The Manager has made available to it and its advisors the opportunity to ask questions of and receive answers from the Manager related to the investment, the Company and the Manager and to obtain any additional information, to the extent that the Manager possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to it or otherwise make an informed investment decision.

(g) It understands that other than the Disclosure Documents provided to it by the Company, no offering statement, prospectus, circular or memorandum containing information with respect to the Company or the Membership Interest has been or is to be prepared. It hereby acknowledges receipt of the Disclosure Documents and confirms it has carefully read and understands these materials (in each case along with all schedules, exhibits and/or other attachments thereto), has based its decision to purchase the Membership Interest solely on the information contained in the Disclosure Documents and is not relying on any other document,

information or oral representation, and has made such further independent investigation of the Company as was deemed appropriate to verify the accuracy of such materials and evaluate the merits and risks of the investment in the Membership Interests.

(h) It acknowledges that (A) no federal or state agency has made any findings or determination as to the fairness or suitability of the offering of the Membership Interests for investment or any recommendation or endorsement of the Membership Interests; (B) no representations, guarantees or warranties have been made to it by the Company or its agents or employees or any other person, expressly or by implication, with respect to the approximate or exact length of time that it will be required to hold the Membership Interests; (C) the Company has only recently been organized and has no financial or operating history; (D) no representations, guarantees or warranties have been made to it by the Company or its agents or employees or any other person, expressly or by implication, with respect to the profit or return, if any, to be realized as a result of its investment in the Membership Interests; (E) to the extent the Disclosure Documents or any other materials provided to it contain projected future operating results or financial performance of the Company, it understands and acknowledges that such projections are based upon many assumptions that are not in the control of the Company, that are subject to the qualifications set forth in the Disclosure Documents and that may or may not occur.

(i) Its purchase of its Membership Interest was not solicited by means of any form of general solicitation or general advertising, including, but not limited to, the following:  (i) any advertisement, article, notice or other communication published in any newspaper, magazineor similar media or the Internet or broadcast over the news or radio; and (ii) any seminar or meeting

whose attendees were invited by any general solicitation or general advertising. It has a pre-existing business, personal or family relationship with the Manager or an Affiliate, such that it is in a position to evaluate the ability of the Manager to manage the Company and to have access to meaningful current information concerning the Company.

(j) It is fully aware that the Membership Interests are being issued by the Company in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act and the Rules promulgated thereunder (including Regulation D), on the grounds that no public offering is involved, and upon the representations, warranties and agreements set forth herein.

(k) It is not, and, to the knowledge of such Member, none of its Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No.13224 on Terrorist Financing, effective September 24, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of

2001, Public Law 107-56. 

(l) It is neither an employee benefit plan as defined in Section 3(3) of the Employment Retirement Security Act of 1974, not a plan as defined in Section 4975(e)(1) of the Code, nor are any of the assets to be used for such Member’s Initial Capital Contribution “plan assets” within the meaning of Department of Labor Regulations Section 2510.3-101.

(m) None of the assets to be used for such Member’s Capital Contributionoriginate from any criminal offense.

(n) It has full power and authority to enter into this Agreement and to purchase and hold the Membership Interest and otherwise carry out its obligations hereunder. This Agreement has been duly executed and delivered by it and this Agreement constitutes its valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application affecting the rights and remedies of creditors. It understands that it is not entitled to cancel, terminate or revoke

its investment or any of the powers conferred herein once this Agreement has been executed by the Manager, except as otherwise expressly provided in this Agreement.

10.2 General Representations and Warranties. Each Member hereby makes the following representations and warranties to the Manager, the Company and each other Member as of the signing of this Agreement:

(a) If other than an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction where it purports to be organized. It is a United States person (as defined in § 7701(a) of the Code).

(b) It has full power and authority to enter into and perform this Agreement. All actions necessary to authorize the signing and delivery of this Agreement, and the performance of obligations under it, have been duly taken.

(c) This Agreement has been duly signed and delivered by a duly authorized officer or other representative of such Member (if such member is not an individual) and constitutes the legal, valid and binding obligation of such Member enforceable in accordance with

its terms (except as such enforceability may be affected by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies is subject to judicial discretion).

(d) No consent or approval of any other Person is required in connection with the signing, delivery and performance of this Agreement by such Member. The signing, delivery and performance of this Agreement do not violate the organizational documents of such Member (if such member is not an individual) or any material agreement to which such Member is a party or by which it or any of its assets is bound, or any foreign or domestic permit, franchise, judgment, decree, statute, rule or regulation applicable to it, its business or assets.

(e) Notwithstanding anything to contrary in this Agreement, each Member agrees to indemnify, defend and hold harmless the Manager, the Company and each other Member from and against all claims, actions or causes of action, liabilities, expenses, costs or damages arising from any breach of any representation or warranty in this Article X.

ARTICLE XI

POWER OF ATTORNEY

11.1 Members as Attorneys-In-Fact. Each Member hereby makes, constitutes, and appoints the Manager, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (i) all certificates or the Certificate, amended name or similar certificates or articles, and other certificates and instruments (including counterparts of this Agreement) which the Manager deems necessary to be filed by the Company under the laws of the State of Delaware or any other jurisdiction in which the Company is doing or intends to do business; (ii) any and all amendments, restatements or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, which the Manager may deem necessary to effect a change or modification of the Company in accordance with the terms of this Agreement, including, without limitation, amendments, restatements, or

changes to reflect (A) any amendments adopted by the Members in accordance with the terms of this Agreement, (B) the admission of any substituted Member and (C) the disposition by any Member of its interest in the Company; (iii) all articles of dissolution and other instruments that the Manager deems necessary or appropriate to effect the dissolution and termination of the

Company pursuant to the terms of this Agreement; and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company or is deemed necessary by the Manager to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact

shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratify and confirm all that any such attorney-in-fact shall lawfully do, or cause to be done, by virtue thereof or hereof. 

11.2 Nature of Special Power. The power of attorney granted to the Manager pursuantto this Article. (i) is a special power of attorney coupled with an interest and is irrevocable; (ii) may be exercised by any such attorney-in-fact by listing the Members

executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Members; and (iii) shall survive and not be affected by the subsequent bankruptcy, insolvency,

dissolution, or cessation of existence of a Member and shall survive the delivery of an assignment by a Member of the whole or a portion of its interest in the Company (except that where the assignment is of such Member’s entire interest in the Company and the assignee, with the consent of the other Member, is admitted as a substituted Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Member’s assignee’s successors and assigns.

ARTICLE XII

MISCELLANEOUS

12.1 Notices. Any notice which a party is required or may desire to give the other party shall be in writing and may be delivered (a) personally, (b) by United States registered or certified mail, postage prepaid, (c) by Federal Express or other reputable courier service regularly providing evidence of delivery (with charges paid by the party sending the notice), or (d) by facsimile or as a PDF or similar attachment to an email; provided, that such telecopy or email attachment shall be followed within one (1) business day by delivery of such notice pursuant to clause (a), (b) or © above. Any such notice to a party shall be addressed at the address/email address set forth below the name of such party on the Member’s signature page to this Agreement (subject to the right of a party to designate a different address for itself by notice similarly given). Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused) as evidenced by printed confirmation if by facsimile or email attachment (provided that if any notice or other communication to be delivered by facsimile or email attachment as provided above cannot be transmitted because of a problem affecting the receiving party’s facsimile machine or computer, the deadline for receiving such notice or other communication shall be extended through the next business day), as shown by the addressee’s

return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or communication so made shall be deemed effective on the first business day after the day of actual delivery. Except as expressly provided above with respect to certain email attachments, no communications via electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval or other communications hereunder.

12.2 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member (notwithstanding any rule of law requiring an agreement to be strictly construed against the

drafting party).

12.3 Time is of the Essence. The Members agree and acknowledge that time is of the essence with respect to this Agreement.

12.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes any prior agreement or understandings between the parties hereto.

12.5 Amendments. The Operating Agreement may be amended only upon the written consent of the Manager; provided, however, that in the event that any such amendment disproportionately decreases any Member’s share of distributions of Distributable Cash or materially adversely affects the economic or non-economic interest or any other rights of any Member (except to the extent consented to or otherwise waived by any such affected Member), such amendment shall require the written consent of the Manager and any such affected Member.

12.6 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware (without regard to conflicts of laws).

12.7 Arbitration. 

(a) JAMS, Inc. Any controversy, dispute, or claim between the parties to this Agreement arising out of, in connection with, or in relation to the formation, negotiation, interpretation, performance or breach of this Agreement shall be submitted to JAMS, Inc. (the “Arbitration Service”) and shall be settled exclusively by arbitration in accordance with this Section. The Arbitration Service shall administer the Arbitration pursuant to its Streamlined Arbitration Rules and Procedures as exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of same. Judgment on the Award may be entered in any court having jurisdiction.

Nothing in this Section shall preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

(b) Selection of Arbitrator. Any Arbitration under this Section shall be presided over by one arbitrator that is mutually agreeable to the parties to the Arbitration (the “Arbitrator”). In the event that the parties are unable to agree upon the identity of the Arbitrator within fifteen (15) days of the commencement of the Arbitration (which shall be deemed to occur on the date that any party delivers written notice to the other party stating that it is initiating Arbitration under this Section, or in the event the agreed upon Arbitrator is unable or unwilling to serve, then the Manager shall have the sole right to appoint the Arbitrator.

(c) Exclusive Remedy; Venue. Arbitration shall be the exclusive remedy for determining any such dispute, whether in tort, contract or otherwise, regardless of its nature. Arbitration shall be governed by the Comprehensive Arbitration Rules and Procedures. In the event of an express conflict between the applicable rules of the Arbitration Service and these procedures, the provisions of these procedures shall govern. Unless mutually agreed by the parties otherwise, any arbitration shall take place in Miami-Dade County, Florida.

(d) Discovery; Arbitrator’s Remedial Authority. In the event of a dispute subject to Arbitration, (a) the parties shall be entitled to reasonable discovery subject to the discretion of the Arbitrator, (b) all testimony of witnesses shall be taken under oath, and the admission of evidence shall be governed by the rules of evidence applicable to civil proceedings under applicable law, and (c) a stenographic record shall be kept of all oral hearings. The remedial authority of the Arbitrator shall be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute; provided, however, that the

Arbitrator shall have no power or authority under this Agreement or otherwise to award or provide for the award of punitive or consequential damages against any party. The Arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he or it would be entitled to summary judgment if the matter had been pursued in court litigation. The parties and the Arbitrator shall keep confidential all matters relating to any Arbitration (including without limitation the existence of the dispute and the Arbitration).

(e) Applicable Law. In interpreting this Agreement, the arbitrator shall bebound by and follow the substantive law of the State of Delaware. To the extent applicable andnot inconsistent with the Arbitration Service’s Streamlined Arbitration Rules and Procedures, thearbitrator shall apply the Federal Rules of Civil Procedure and the Federal Rules of Evidence.

(f) Fees. Any filing or administrative fees shall be borne initially by the party requesting Arbitration. If both parties request Arbitration, the fees shall be borne initially by the party incurring such fees as provided by the rules of the Arbitration Service. The initial fees and

costs of the Arbitrator shall be borne equally by the parties. The prevailing party in the Arbitration, as determined by the Arbitrator, and in any enforcement or other court proceedings, shall be entitled to reimbursement from the other party for all of the prevailing party’s costs (including, but not limited to, the Arbitrator’s compensation), expenses, and attorneys’ fees.

(g) Award. The Arbitrator shall render an award and written opinion no later than one hundred (120) days after the initiation of the Arbitration, and the award shall be final and binding upon the parties. Judgment upon any award rendered by the Arbitrator may be entered by any state or federal court having jurisdiction thereof.

(h) Severability. If any of the provisions of this Section are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Section, and this Section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the arbitration provisions of this Section are not absolutely binding, then the parties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted by law. Successors and Assigns. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, permitted successors and permitted assigns.

12.9 Captions. Captions contained in this Agreement in no way define, limit or extend the scope or intent of this Agreement.

12.10 Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to the persons or circumstances, shall not be affected thereby.

12.11 Execution; Delivery. This Agreement may be executed and delivered in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. The delivery of an executed counterpart of this Agreement by facsimile or as a PDF or similar attachment to an email, given in accordance with Section 12.1, shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.

12.12 Certain Terminology.

(a) Whenever the words “including”, “include” or “includes” are used in this Agreement, they shall be interpreted in a non-exclusive manner as though the words “, without limitation,” immediately followed the same.

(b) Except as otherwise indicated, all Article, Section and Exhibit references in this Agreement shall be deemed to refer to the Sections and Articles in, and the Exhibits to, this Agreement. 

(c) Wherever the words “herein” or “hereunder” appear in this Agreement, they

shall be interpreted to mean “in this Agreement” or “under this Agreement”, respectively. 

(d) As used herein, “good faith” means “honesty in fact” as such phrase is used in

the Uniform Commercial Code, as adopted in the State of Delaware as of the date of this Agreement.

12.13 Non-Business Days. Whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day (i.e., Saturday, Sunday or a holiday recognized by the U.S. federal government or the State of Illinois), then such period or date shall be extended until the immediately following business day.

12.14 Incorporation of Exhibits. All exhibits attached and referred to in this Agreement are hereby incorporated herein as fully set forth in (and shall be deemed to be a part of) this Agreement.

12.15 Effectiveness. In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart hereof has been executed and delivered by each party hereto. Confidentiality. Each Member shall keep the terms of this Agreement confidential except for (i) disclosure to such Member’s legal counsel, accountants, financial advisors, lenders, investors and any prospective lenders and investors (provided that the Member making the disclosure instructs the recipient to keep the information confidential, it being understood that any breach by any such recipient shall be deemed to constitute a breach by the Member disclosing such information) and (ii) disclosures which a Member determines to be necessary in order to fulfill the disclosure obligations of such Member or its Affiliates imposed by law, legal process or the rules of any national securities exchange or automated quotation system, so long as, in the case of obligations imposed by legal process, such Member provides (to the extent practicable) the other Member with a reasonable opportunity to obtain a restraining order or take other protective action.

12.16 Confidentiality. Each Member shall keep the terms of this Agreement confidential except for (i) disclosure to such Member’s legal counsel, accountants, financial advisors, lenders, investors and any prospective lenders and investors (provided that the Member making the disclosure instructs the recipient to keep the information confidential, it being understood that any breach by any such recipient shall be deemed to constitute a breach by the Member disclosing such information) and (ii) disclosures which a Member determines to be necessary in order to fulfill the disclosure obligations of such Member or its Affiliates imposed by law, legal process or the rules of any national securities exchange or automated quotation system, so long as, in the case of obligations imposed by legal process, such Member provides (to the extent practicable) the other Member with a reasonable opportunity to obtain a restraining order or take other protective action.

12.17 Counsel. Saul Ewing LLP (the “Firm”) is counsel to NGD (and, on its behalf, the Company and Company Subsidiaries) and is not counsel to any other party hereto and/or its principal(s) in connection with the execution of this Agreement. The Members hereby

acknowledge and agree that (i) the Firm has only represented the Company and NGD and/or its Affiliates in connection with the preparation of this Agreement and may hereafter represent NGD, the Company, the Company Subsidiaries and their respective affiliates in other matters; (ii) the Firm has also represented NGD (including its Affiliates and principals) in the past and may do so

in the future; (iii) each other Member hereby waives any conflict of interest that exists as a result of such representation; and (iv) each other Member has been advised by the Firm to consult with and has in fact consulted with independent legal counsel before entering into this Agreement as a material inducement to any such other Member entering into this Agreement.

12.18 Side Letters. Notwithstanding any provisions of this Agreement to the contrary, the parties hereto hereby acknowledge and agree that (i) the Manager may, without the approval of any other Member, enter into a side letter or similar agreement with a Member pursuant to which the Manager may grant any right or benefit to such Member that may be more favorable than those

afforded the other Members hereunder, including, without limitation, (A) paying to such Member a portion of such fees, distributions and/or other monies payable to the Manager and/or any of its Affiliates hereunder or otherwise with respect to the Investment Presentation, and/or (B) providing additional financial reporting or other inspection rights to a Member; (ii) any terms contained in

any such side letter or similar agreement shall govern with respect to such Member notwithstanding the provisions of this Agreement; and (iii) except as required by law, the Manager and the Company shall not be required to deliver and/or disclose the existence of any such side letter or similar agreement or the terms and agreements contained therein to any Member.

12.19 Tax Matters.

(a) Tax Returns. At the expense of the Company, the Manager shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns and other filings required to be filed by the Company pursuant to the Code as well as all other required tax returns and other filings in each jurisdiction in which the Company (including any subsidiary of the Company (if any)) owns property, does business, or is otherwise required to file under applicable law. As soon as reasonably possible after the end of each Fiscal Year, the Manager shall cause to be delivered to each person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 (and IRS Schedules K-2 and K-3 to Form 1065 if and to the extent required under the Code and applicable Regulations) and such other information with respect to the Company as may be necessary for the preparation of such person’s federal, state, and local income tax returns for such Fiscal Year. Each Member agrees that such Member shall not treat any

Company item inconsistently on such Member’s federal, state, foreign, or other income tax return with the treatment of the item on the Company’s return.

(b) Tax Elections. Except as otherwise provided herein, the Manager shall have sole discretion to make any determination regarding any tax elections permitted by the Code and other applicable law the Manager deems advisable on behalf of the Company; provided, that the Manager shall cause the Company to make an election under Code Section 754 to adjust the basis of Company property as provided in Code Sections 734 and 743, if reasonably requested in writing by a Member, provided that no material adverse income tax consequence shall result to the Company or the other Members.

IN WITNESS WHEREOF, the Manager has executed this Operating Agreement effective as of the date first above written.

MANAGER:

PB VAULTS GP LLC

By: Nine Innovation, Inc., its Manager

By:______________________________

Harvey Hernandez

Authorized Signatory

MEMBER SIGNATURE PAGE TO OPERATING AGREEMENT OF PB VAULTS LP LLC

(To be completed by a Member)

IN WITNESS WHEREOF, the undersigned Member has executed this Operating Agreement effective as of the date first above written.

MEMBER:

If Legal Entity: If Individual:

_________________________________ 

By:_________________________

Print name of entity Print Name:

_________________________________ 

Signature of Spouse or other person, if 

Print jurisdiction of formation of entity Membership Interest is owned jointly:

By:______________________________ By:_________________________

Print Name: _______________________ Print Name: __________________

Title:_____________________________ Address:_____________________

Address:__________________________ _____________________

__________________________ _____________________

__________________________

Dated:____________________________ Dated:_______________________

Manager’s Acknowledgement of Member’s Subscription Amount:

Initial Capital Contribution (i.e., Subscription Amount): $_____________________

PB VAULTS GP LLC

By: Nine Innovation, Inc., its Manager

By:______________________________

Harvey Hernandez

Authorized Signatory