Exhibit  10.35








OPERATING
AGREEMENT





OF





NET
FIVE HOLDINGS, LLC





TABLE
OF CONTENTS


PageARTICLE
      I  GENERAL PROVISIONS
                    2Section
      1.1
                    Registered
      Office
                    2Section
      1.2
                    Other
      Offices
                    2Section
      1.3
                    Effective
      Date; Purpose; Nature of Business Permitted; Powers
                    2Section
      1.4
                    Limited
      Liability of Members
                    2Section
      1.5
                    Tax
      Classification; No State Law Partnership
                    3Section
      1.6
                    Definitions
                    3Section
      1.7
                    Certificates
                    17Section
      1.8
                    Term
                    17ARTICLE
      II PERCENTAGE INTERESTS, CAPITAL CONTRIBUTIONS AND CAPITAL
      ACCOUNTS
                    17Section
      2.1
                    Percentage
      Interests; Operating Members
                    17Section
      2.2
                    Class
      A Interests and Class B Interests
                    17Section
      2.3
                    Capital
      Contributions
                    18Section
      2.4
                    Capital
      Accounts
                    18Section
      2.5
                    Admission
      of New Members and Issuance of Percentage Interests
                    19Section
      2.6
                    Interest
                    19Section
      2.7
                    Capital
      Withdrawal Rights, Interest and Priority
                    19Section
      2.8
                    Additional
      Capital Contributions; Preemptive Right
                    19Section
      2.9
                    Treatment
      of Class B Interests
                    21Section
      2.10
                    Guarantees
                    21ARTICLE
      III MANAGEMENT
                    21Section
      3.1
                    Governance
                    21Section
      3.2
                    Authority,
      Duties and Obligations of the Management Board
                    24Section
      3.3
                    Management
                    24Section
      3.4
                    Voting
      Rights of Members
                    24Section
      3.5
                    Injunctive
      Relief
                    25ARTICLE
      IV GENERAL GOVERNANCE
                    25Section
      4.1
                    Other
      Ventures
                    25Section
      4.2
                    Information
                    25Section
      4.3
                    Access
                    26Section
      4.4
                    Insurance
                    26ARTICLE
      V TRANSFERS OF PERCENTAGE INTEREST
                    26Section
      5.1
                    Restrictions
      on Transfer
                    26Section
      5.2
                    Non-Permitted
      Transfers
                    27Section
      5.3
                    Rights
      of First Offer
                    28Section
      5.4
                    Drag-Along
      Rights
                    29Section
      5.5
                    Tag-Along
      Rights
                    30Section
      5.6
                    Call
      of Operating Members’ Percentage Interests
                    30




- i
-




ARTICLE
      VI ALLOCATIONS
                    31Section
      6.1
                    Allocations
      of Profits and Losses
                    31Section
      6.2
                    Adjustments
      and Special Allocations
                    32Section
      6.3
                    Curative
      Allocations
                    34Section
      6.4
                    Loss
      Limitation.
                    34Section
      6.5
                    Other
      Allocation Rules
                    34Section
      6.6
                    Tax
      Allocations: Code Section 704(c)
                    35ARTICLE
      VII DISTRIBUTIONS AND EXPENSES
                    36Section
      7.1
                    Distributions
      of Net Cash Flow
                    36Section
      7.2
                    Distributions
      of Net Capital Proceeds
                    36Section
      7.3
                    Amounts
      Withheld
                    36Section
      7.4
                    Expenses
                    37Section
      7.5
                    Tax
      Distributions
                    37ARTICLE
      VIII OTHER TAX MATTERS
                    37Section
      8.1
                    Tax
      Matters Member
                    37Section
      8.2
                    Furnishing
      Information to Tax Matters Member
                    38Section
      8.3
                    Tax
      Claims and Proceedings
                    38Section
      8.4
                    Books
      and Records
                    38Section
      8.5
                    Survival
                    38Section
      8.6
                    Activities
      Outside of the United States
                    39ARTICLE
      IX REPRESENTATIONS AND WARRANTIES
                    39Section
      9.1
                    Representations
      and Warranties of Members
                    39Section
      9.2
                    ERISA
      Representation
                    40Section
      9.3
                    Survival
                    41Section
      9.4
                    Planet
      Five Properties
                    41ARTICLE
      X DISSOLUTION AND TERMINATION OF THE COMPANY
                    41Section
      10.1
                    Dissolution
                    41Section
      10.2
                    Continuation
      of Interest of Member's Representative
                    41Section
      10.3
                    Dissolution,
      Winding Up and Liquidation
                    41Section
      10.4
                    Member
      Bankruptcy
                    42ARTICLE
      XI INDEMNIFICATION AND CONTRIBUTION
                    42Section
      11.1
                    Indemnity
      by the Company
                    42Section
      11.2
                    Exculpation
                    43Section
      11.3
                    Expenses
                    43Section
      11.4
                    Advance
      Payment of Expenses
                    43Section
      11.5
                    Beneficiaries
                    43Section
      11.6
                    Indemnification
      Procedure for Third Party and Other Claims
                    43Section
      11.7
                    Other
      Claims
                    44Section
      11.8
                    Limitation
      on Damages
                    44ARTICLE
      XII MISCELLANEOUS PROVISIONS
                    44Section
      12.1
                    Entire
      Agreement
                    44




- ii
-




Section
      12.2
                    Amendments;
      Waivers
                    45Section
      12.3
                    Applicable
      Law; Venue.
                    45Section
      12.4
                    Enforcement
                    45Section
      12.5
                    Headings
                    45Section
      12.6
                    Severability
                    45Section
      12.7
                    Counterparts
                    45Section
      12.8
                    Filings
                    46Section
      12.9
                    Additional
      Documents
                    46Section
      12.10
                    Notices
                    46Section
      12.11
                    Waiver
      of Right to Partition and Bill of Accounting
                    47Section
      12.12
                    Confidentiality;
      Press Releases
                    47Section
      12.13
                    Uniform
      Commercial Code
                    47Section
      12.14
                    DISCLOSURES
                    47





Schedule
      I
                  –
                  Schedule
      of MembersSchedule
      II
                  –
                  Schedule
      of Investment PropertiesExhibit
      A
                  –
                  Contribution
      AgreementExhibit
      B
                  -
                  Instrument
      of AccessionExhibit
      C
                  -
                  Letter
      Agreement dated April 30, 2010.Exhibit
      D
                  -
                  2010
      Operating Budget.




- iii
-




OPERATING
AGREEMENT




OF




NET
FIVE HOLDINGS, LLC




a
Florida Limited Liability Company




THIS OPERATING AGREEMENT OF NET FIVE
HOLDINGS, LLC, a Florida limited liability company (the "Company"), is made as
of May 26, 2010 (this "Agreement"), by and
among Planet Five Development
Group, LLC, a Florida limited liability company (“Planet Five”); GEROVA Financial Group, Ltd.,
a Cayman Islands corporation (“Gerova”); Planet Five at GEROVA, LLC, a
Florida limited liability company (the “Planet Five Member”),
Robert V. Willison
(“Willison”),
________________________ LLC, a _______ limited liability company
(“__________”).   Each of Gerova, the Planet Five Member,
Willison and _______ are the persons or entities whose names are set forth on
Schedule I
annexed hereto (each, a "Member" and
collectively, the "Members"), and
together with any other Person who becomes a member of the Company from time to
time in accordance with the provisions hereof, the "Members").




RECITALS:




1.           A
Certificate of Formation of the Company was filed with the Secretary of State of
the State of Florida on March 25, 2010.




2.           Pursuant
to the Contribution Agreement (a) Planet Five shall have caused the Planet Five
Group to contribute or is obligated to contribute to the Company the assets and
liabilities set forth on Schedule A attached
thereto in exchange for Class A Interests, and (b) Gerova has caused the Gerova
Group to contribute or is obligated to contribute to the Company the assets and
liabilities set forth on Schedule A attached
thereto in exchange for Class A Interests.




3.           On
the Effective Date, Willison and ______________ shall purchase and receive the
Class B Interests.




4.           In
accordance with the Act (as defined in Section 1.6), the Members desire to enter
into this Agreement to (i) set forth the respective rights, powers and interests
of the Members with respect to the Company; (ii) establish the terms for the
issuance of interests therein; and (iii) provide for the management of the
business and operations of the Company.




NOW,
THEREFORE, in consideration of the mutual promises and agreements herein made
and intending to be legally bound hereby, the parties hereto agree as
follows:









ARTICLE
I




GENERAL
PROVISIONS




Section
1.1            Registered
Office .  The
registered agent and office of the Company in the State of Florida shall be FYV
Consulting Inc., 1515 International Parkway, Suite 2031, Lake Mary, Florida
32746.  The Management Board may change said registered office from
one location to another in the State of Florida.




Section
1.2            Other
Offices .  The
Company may have one or more offices as may be established from time to time by
the Management Board.




Section
1.3            Effective Date; Purpose;
Nature of Business Permitted; Powers.




(a)           This
Agreement shall become effective and the Business of the Company shall be deemed
to have commenced on the Effective Date.




(b)           The
purpose to be conducted or promoted by the Company is to engage in the following
activities:




(i)           to
acquire, own, hold, manage, lease, sell, transfer, service, convey, safekeep,
dispose of, pledge, assign, borrow money against, finance, refinance or
otherwise deal with, real property assets, mortgages secured by real property
assets and improvements to real property assets, whether with unrelated third
parties or with affiliated entities;




(ii)          to
consummate as soon as shall be reasonably practicable, a Reverse Takeover
Transaction; and




(iii)         to
engage in any lawful act or activity and to exercise any powers permitted to
limited liability companies organized under the laws of the State of Florida
that are related or incidental to and necessary, convenient or advisable for the
accomplishment of the above-mentioned purposes (including the entering into of
interest rate or basis swap, cap, floor or collar agreements, currency exchange
agreements or similar hedging transactions and referral, management, servicing
and administration agreements).




(c)           The
Company, and the Members, or any Officer on behalf of the Company, may enter
into and perform all documents, agreements or certificates contemplated by the
contribution of real estate assets to the Company, all without any further act,
vote or approval of any Member, Officer or other Person notwithstanding any
other provision of this Agreement, the Act or applicable law, rule or
regulation.  The foregoing authorization shall not be deemed a
restriction on the powers of the Members or any Officer to enter into other
agreements on behalf of the Company.




Section
1.4            Limited Liability of
Members .  No
Member or any of its Affiliates or Affiliated Individuals shall have any
liability for the debts, obligations or liabilities of the Company or of any
other Member.




-2-




Section
1.5            Tax Classification; No State
Law Partnership .  The
Members intend that the Company shall be treated as a partnership for federal,
state and local tax purposes.  Each Member and the Company agree to
file all tax returns and otherwise take all tax and financial reporting
positions in a manner consistent with such treatment.  No provision of
this Agreement shall be deemed or construed to constitute the Company (including
its Subsidiaries) as a partnership (including a limited partnership) or joint
venture, or any Member as a partner of or with any other Member for any purposes
other than tax purposes.




Section
1.6            Definitions .  Unless
the context otherwise requires, the terms defined in this Section 1.6 shall, for
the purposes of this Agreement, have the meanings herein specified (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined).




"Act" means the
Florida Limited Liability Company Act as amended from time to time and any
successor to such Act.




"Active Manager" means
Paul Rohan, Robert Willison, Gregory Laubach or any other individual Operating
Member who devotes a majority of his business time, energy and skill to the
Company and its Business or such other portion of his business and professional
time as shall be reasonably necessary for the performance of his duties,
responsibilities and obligations to the Company.




“Adjusted Capital Account
Balance” means, with respect to any Member the  balance, if
any, in such Member's Capital Account as of the end of the relevant Fiscal
Period, after giving effect to the following adjustments:  (a) such
Capital Account shall be increased by any amounts that such Member is obligated
to restore pursuant to this Agreement or deemed obligated to restore pursuant to
the penultimate sentences of  Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and (b) such Capital Account 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 Deficit 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 such Member's Capital Account as of the end of the relevant Fiscal Period,
after giving effect to the following adjustments:  (a) credit to such
Capital Account any amounts that such Member is obligated to restore pursuant to
this Agreement or deemed obligated to restore pursuant to the penultimate
sentences of  Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5);
and (b) debit to such Capital Account 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" means,
with respect to a Person, another Person that directly or indirectly controls,
is controlled by, or is under common control with, such first Person; provided, however, that for
purposes only of the term "Permitted Transferee", the term "Affiliate" shall
have the meaning ascribed to it therein.




-3-




"Affiliated
Individual" means, with respect to a Person, any individual who is an
officer, director, shareholder, employee, partner or member of such Person or an
individual who is related by blood, marriage or adoption to any of the
foregoing.




"Agreement" has the
meaning set forth in the Preamble.




“Appraised Net Asset
Value” shall mean, with respect to each of the Planet Five Properties or
the Gerova Real Estate Portfolio, as applicable: (a) the current fair market
value of such Investment Property (as determined pursuant to the Contribution
Agreement), less (ii)
the sum of (A) all mortgage and other indebtedness encumbering such Investment
Property, and (B) the amount of all debt and/or the stated value of all
preferred stock or other preferred equity interests in such Investment Property
that is held by third party investors in the Planet Five Group (excluding
members of the Planet Five Group or the Bristol Group) or in the Gerova Real
Estate Portfolio (collectively, the “Investor
Debt”).




"Bankruptcy" means,
with respect to any Person, a "Voluntary Bankruptcy"
or an "Involuntary
Bankruptcy".  A "Voluntary Bankruptcy"
shall mean, with respect to any Person, (a) an admission in writing by such
Person of its inability to pay its debts generally or a general assignment by
such Person for the benefit of creditors, (b) the filing of any petition or
answer by such Person seeking to adjudicate it bankrupt or insolvent or seeking
for itself any liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of such Person or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking, consenting to or acquiescing in the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for such
Person or for any substantial part of its property, or (c) corporate action
taken by such Person to authorize any of the actions set forth
above.  An "Involuntary
Bankruptcy" shall mean, with respect to any Person, without the consent
or acquiescence of such Person, the entering of an order for relief or approving
a petition for relief or reorganization or any other petition seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or other similar relief under any present or future bankruptcy, insolvency or
similar statute, law or regulation or the filing of any such petition against
such Person which order or petition shall not be dismissed within 90 days or,
without the consent or acquiescence of such Person, the entering of an order
appointing a trustee, custodian, receiver or liquidator of such Person or of all
or any substantial part of the property of such Person which order shall not be
dismissed within 90 days.




“Broome Street
Financing” means the refinancing of an approximate $27.0 million first
mortgage (the “BRT
Mortgage”) held by BRT Real Estate Investment Trust or its affiliate
(“BRT”) on the
Broome Street Property; which BRT Mortgage is currently in default and is
subject to foreclosure.




-4-




“Broome Street
Property” means the real estate and improvements owned by Gerova Asset
Backed Holdings LP or an Affiliate which is located at 62 Wooster Street, aka
476-478 Broome Street, New York, NY.




"Business" means the
collective reference to: (i) the business activities referred to in Section
1.3(b)(i) of this Agreement, or (ii) any other business conducted by the Company
and its direct and indirect Subsidiaries that is approved as a Major Decision by
the Members.




"Business Day" means
any day other than a Saturday, Sunday or any other day on which banks in New
York City are required or permitted by law to be closed.




"Capital Account" has
the meaning set forth in Section 2.4(a).




"Capital Contribution"
means as to each Member, the dollar amount that is set forth opposite such
Member's name on Schedule I with
respect to the Members and labeled such Member's "Capital Contribution", as such
schedule may be amended from time to time in accordance with this
Agreement.




“Capital Transaction”
means any transaction not in the ordinary course of business which results in
the Company’s receipt of cash or other consideration other than Capital
Contributions, including, without limitation, proceeds of sales or exchanges or
other dispositions of property not in the ordinary course of business,
financings, refinancings, condemnations, recoveries of damage awards, and
insurance proceeds.




"Cause" shall mean any
of the following with regard to an Operating Member or an Active Manager, as
applicable: (a) such Member's conviction of any felony or any other crime
involving embezzlement, conversion of property or moral turpitude, (b) a final,
non-appealable finding of such Member's fraud, embezzlement or conversion of
property, (c) such Member's breach of any of his fiduciary duties to the Company
or any subsidiary or making of a willful misrepresentation or omission which
breach, misrepresentation or omission would reasonably be expected to materially
adversely affect the business, properties, assets, condition (financial or
other) or prospects of the Company or any subsidiary, (d) such Member’s willful,
continual and material neglect or failure to discharge his duties,
responsibilities or obligations prescribed by this Agreement or the Management
Board, (e) such Member’s willful, continual and material breach of any
non-competition or confidentiality agreement with the Company, or (f) such
Member taking any unilateral action in respect of a Major Decision that is not
approved or ratified by the Management Board.  Cause will be determined by
the Management Board in its reasonable judgment, whose decision will be final,
binding and non-appealable.




"Certificate of
Formation" means the Certificate of Formation as filed with the Secretary
of State of the State of Florida and any and all amendments thereto and
restatements thereof filed on behalf of the Company pursuant to the
Act.




“Class A Interests”
means the equity interests issued by the Company to the each of Gerova and the
Operating Members in exchange for the contributions made pursuant to the
Contribution Agreement, which, in the aggregate, shall equal 88% of all
Percentage Interests.




-5-




“Class A Percentage”
means the class percentage assigned to a holder of a Class A Interest as set
forth on Schedule I to this Agreement, which, in the aggregate, shall equal 88%
of all Percentage Interests.




“Class B Interests”
means the equity interests issued by the Company to Willison and
__________________ in exchange for the services provided and to be provided to
the Company, which, in the aggregate, shall equal 12% of all Percentage
Interests.




“Class B Percentage”
means the class percentage assigned to a holder of a Class B Interest as set
forth on Schedule I to this Agreement.




"Closing Date" shall
mean the date on which the Investment Properties are contributed to the Company
by the Non-Operating Members.




"Code" means the
Internal Revenue Code of 1986, as amended from time to time.




"Company" has the
meaning set forth in the Preamble.




“Contribution
Agreement” means the Contribution Agreement, dated as of the date hereof,
by and among, the Company and the other Persons who are parties thereto, in the
form of Exhibit
A annexed to this Agreement and made a part hereof.




"Control" means, with
respect to any Person, the power of another Person, through ownership of equity,
contract rights or otherwise, to direct the management and policies of such
Person, and "controlled" and
"controlling"
have correlative meanings.




"Depreciation" means,
for each Fiscal Period, an amount equal to the depreciation, amortization or
other cost recovery deduction allowable with respect to an asset for such Fiscal
Period, except that if the Gross Asset Value of such asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal
Period, 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 Period 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 Period is zero, Depreciation shall be determined with reference to
such beginning Gross Asset Value using any reasonable method selected by the
Management Board.




“Disposition” or
“Disposed of”
means, with respect to all or a portion of an Investment Property, the sale,
exchange or other disposition by the Company of all or a portion of such
Investment Property for cash, securities or other property.




"Drag-Along Notice"
has the meaning set forth in Section 5.4.




"Drag-Along Right" has
the meaning set forth in Section 5.4.




-6-




“Effective Date” shall
mean the effective date of this Agreement and the commencement of the Business
of the Company; which date shall be a date which shall be the earlier to
occur of (a) the written acknowledgement by Gerova that the Effective Date has
occurred, or (b) the execution and delivery of a forbearance, standstill or
modification agreement with BRT (as defined in the Letter Agreement) in form and
content acceptable to Gerova, and as contemplated by Section 2 of the Letter
Agreement.




"ERISA" means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.




“Excluded Gerova
Properties” shall mean the collective reference to (i) a property located
in New York, New York owned by 25 Broad Street LLC, (ii) a property formerly
owned by Stillwater WPB Partners II LP, knows as “Trinity Quadrille,” and (iii)
the “Aaron Road” property.




"Exchange Act" means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.




“Fair Market Value” of
a Member’s Percentage Interests will be determined jointly by the Company and
the applicable Member.  If the Company and the applicable Member are
unable to reach agreement within ten (10) Business Days after the occurrence of
any event requiring fair market valuation, the fair market value will be
determined within twenty (20) Business Days thereafter by an independent
appraiser jointly selected by the Company and the applicable
Member.  The determination of such appraiser shall be deemed binding
upon all parties absent manifest error and the fees and expenses of such
appraiser shall be shared equally by the Company and the applicable
Member.




"Family Member" means,
with respect to any specified natural person, (a) any parent, child, descendant
or sibling of such natural person (including relationships resulting from
adoption) or (b) the spouse of such natural person or of any person covered by
clause (a).




"Fiscal Period" means
(a) the period commencing on the date hereof and ending on June 30, 2010, (b)
any subsequent three month period commencing on January 1, April 1, July 1 and
October 1, and (c) any portion of the period described in clauses (a) and (b) of
this clause (x) (i) for which the Company is required to allocate Profits,
Losses and other items of Company income, gain, loss or deduction pursuant to
Article VI and (ii) ending on the date of an adjustment to the Gross Asset Value
of any Asset of the Company pursuant to clause (b) of the definition of "Gross Asset
Value".




"Fiscal Year" means
(a) the period commencing on the date hereof and ending on December 31, 2010 and
any subsequent 12 month period commencing on January 1 and ending on December 31
(or such other 12 month period as determined by the Tax Matters Member
consistent with this Agreement or as required by accounting or tax authorities)
and (b) the period commencing on the immediately preceding January 1 (or other
first day of a Fiscal Year as determined under clause (a)) and ending on the
date on which all property of the Company is distributed to the Members pursuant
to Article X.




-7-




“Gerova” shall mean
GEROVA Financial Group, Ltd., a Cayman Islands corporation.




“Gerova Group” shall
mean the collective reference to Gerova and those Subsidiaries of Gerova who
directly or indirectly own the Gerova Real Estate Portfolio.




“Gerova Real Estate
Committee”  shall mean a committee consisting of three (3)
representatives designated by Gerova (who may be employees or consultants of
Gerova or its direct and indirect Subsidiaries) to approve certain investments,
loans, refinancings and other matters not otherwise constituting a Major
Decision.




“Gerova Real Estate
Portfolio” shall mean the collective reference to: (a) the various
parcels of improved and unimproved real estate owned by direct and indirect
Subsidiaries of Gerova, and (b) a portfolio of first and second mortgage loans
held by direct and indirect Subsidiaries of Gerova; all of which constitute
Investment Properties hereunder, and which are listed on Appendix A to Schedule II annexed
hereto; provided, that the term “Gerova Real Estate Portfolio” shall not include
any Excluded Gerova Properties.




"Gross Asset Value"
means, with respect to any asset, the asset's adjusted basis for federal income
tax purposes, except as follows:




(a)           the
initial Gross Asset Value of any asset contributed by a Member to the Company
shall be the fair market value of such asset at the time it is accepted by the
Company, unreduced by any liability secured by such asset, as reasonably
determined by the Management Board, as applicable;




(b)          the
Gross Asset Values of all assets shall be adjusted to equal their respective
fair market values, unreduced by any liabilities secured by such assets, as
reasonably determined by the Management Board as of the following times: (i) the
acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a de minimis Capital Contribution; (ii) the
distribution by the Company to a Member of more than a de minimis amount of
property as consideration for an interest in the Company; (iii) the direct or
indirect issuance of profits interests to service providers; and (iv) 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 (i) and
(ii) of this paragraph shall be made only if the Management Board reasonably
determines that such an adjustment is necessary to reflect the relative economic
interests of the Members of the Company;




(c)           the
Gross Asset Value of any asset distributed to any Member shall be adjusted to
equal the fair market value of such asset on the date of distribution, unreduced
by any liability secured by such asset, as reasonably determined by the
Management Board; and




-8-




(d)           the
Gross Asset Value of all assets shall be increased (or decreased) to reflect any
adjustments to the adjusted 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 Accounts pursuant to Regulations Section
1.704-1(b)(2)(iv)(m) and paragraph (f) of the definition of "Profits" and "Losses" or Section
6.2(g); provided, however, that Gross
Asset Value shall not be adjusted pursuant to this paragraph (d) to the extent
that an adjustment pursuant to paragraph (b) is required in connection with a
transaction that would otherwise result in an adjustment pursuant to this
paragraph (d).




If  the
Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs (a), (b) or (d) of this definition, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Profits and Losses.




"Indebtedness" means
(a) the principal, premium (if any), interest and related fees and expenses (if
any) in respect of (i) indebtedness for money borrowed and (ii) indebtedness
evidenced by notes, debentures, bonds or other similar instruments, (b) all
obligations in respect of outstanding letters of credit, acceptances and similar
obligations, (c) that portion of obligations with respect to capital leases not
entered into in the ordinary course of business and properly accounted for as a
liability, (d) any obligation owed for all or any part of the deferred purchase
price of property or services except  for trade liabilities incurred
in the ordinary course of business in accordance with customary practices, and
(e) a guaranty of any of the obligations described in clause (a) or (b) of this
definition.




"Indemnifiable Losses"
has the meaning set forth in Section 11.1.




"Indemnified Party"
has the meaning set forth in Section 11.6.




"Indemnifying Party"
has the meaning set forth in Section 11.6.




"Initial Capital
Contribution" means as to each Member, the amount initially contributed
to the Company at the time of such Member’s admission to the
Company.  Such amount: (a) in cash, as is set forth opposite such
Member's name on Schedule I and
labeled such Member's "Initial Capital Contribution", as such schedule may be
amended from time to time in accordance with this Agreement; (b) as to Gerova,
is represented by and includes the Gerova Real Estate Portfolio listed on Appendix A to Schedule II, and
labeled the “Gerova Initial Capital Contribution;” and (c) as to the Planet Five
Group, the Planet Five Properties listed on Appendix B to Schedule II, and
labeled the “Planet Five Initial Capital Contribution.”




"Investment Company
Act" means the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder.




“Investment
Properties” means any investment properties owned by the Company,
including those properties which were contributed by the Members as its Initial
Capital Contribution as set forth on Schedule II, as the
same may be refinanced or otherwise modified.




-9-




"Involuntary
Bankruptcy" has the meaning set forth in the definition of
Bankruptcy.




“Letter Agreement”
 means the letter agreement among Gerova, Planet Five and Willison dated
April 30, 2010 in the form of Exhibit
C annexed hereto and made a part hereof.




"Major Decisions"
means:




(a)      any
act in contravention of this Agreement;




(b)      any
action which would cause the Company or any Subsidiary to become an entity other
than a limited liability company or limited partnership;




(c)      entering
into any binding agreement in respect of, or other consummating a Reverse
Takeover Transaction;




(d)      changing
in any material respect the nature and scope of the Business of the Company or
any Subsidiary from that referred to in Section 1.3(b)(i);




(e)      except
as otherwise expressly provided in Section 2.9 of this Agreement, without their
prior consent, entering into any agreement (i) which would cause any Member or
any other member of the Gerova Group or any member of the Planet Five Group to
become personally liable on or in respect of or to guarantee any Indebtedness of
the Company or any Subsidiary or (ii) which is not nonrecourse to such
Member;




(f)       Disposing
or selling of any one or more Investment Property in any one transaction that,
individually or in the aggregate, represents at the time of such disposition or
sale twenty (20%) percent or more of either (i) the Net Asset Value of all of
the Investment Properties of the Company (excluding the Planet Five Properties
and the Gerova Real Estate Portfolio), or (ii) the aggregate Appraised Net Asset
Values of the Planet Five Properties or the Gerova Real Estate
Portfolio;




(g)      mortgaging,
encumbering or subjecting to liens in any one transaction any Investment
Property that, individually or in the aggregate, represents twenty (20%) or more
of either (i) the Net Asset Value of all of the Investment Properties of the
Company (excluding the Planet Five Properties and the Gerova Real Estate
Portfolio), or (ii) the aggregate Appraised Net Asset Values of the Planet Five
Properties or the Gerova Real Estate Portfolio;




-10-




(h)      acquiring
or purchasing any one or more Investment Property for a purchase price
(including incurred or assumed Indebtedness) that, individually or in the
aggregate, would represent, after giving effect to such acquisition or purchase,
twenty (20%) percent or more of either (i) the Gross Asset Value of all of the
assets of the Company, or (ii) the sum of (A)the aggregate Appraised Net Asset
Values of the Planet Five Properties, the Gerova Real Estate Portfolio, and (B)
the Net Asset Values of all other Investment Properties of the
Company;




(i)       incurring
on behalf of the Company or any Subsidiary any Indebtedness in any one
transaction that, individually or in the aggregate, would represent twenty (20%)
percent or more of the aggregate Indebtedness of the Company and its direct or
indirect Subsidiaries after the incurrence thereof;




(j)       approving
any one or more increases in the Operating Budget for any Fiscal Year or other
fiscal period commencing January 1, 2011, to the extent that such increase(s)
shall be in excess of the aggregate amounts provided in the Operating Budget for
the immediately preceding Fiscal Year or other fiscal period;




(k)      incurring
expenditures in any one Fiscal Year that shall be in excess of 105% of the
aggregate amount of the Operating Budget approved for such Fiscal
Year;




(l)       causing
or permitting the Company or any Subsidiary to be merged with any other
entity;




(m)     dissolving,
terminating or liquidating the Company or any Subsidiary, other than following a
sale of all or substantially all of its assets;




(n)      commencing,
dismissing, terminating or settling any material litigation matter, material
condemnation claim, or any other matter or claim (including claims covered by
insurance) in connection with which the amount in controversy is reasonably
expected to exceed $250,000;




(o)      lending
any funds to a Member or any Affiliate of a Member or paying any distributions
to the Members or any Affiliate of a Member; provided,however, that, upon
the request of Gerova, the Company shall have the right to encumber certain of
its assets and use the proceeds thereof to make short term loans (not in excess
of 90 days) to Gerova or other Subsidiaries or affiliates of Gerova; provided, that such
short-term loans are secured by marketable securities or other collateral that
is reasonably acceptable to the Operating Members.




(p)      increasing
the annual remuneration for any of Paul Rohan, Robert Willison or Gregory
Laubach;




(q)      except
as provided above, entering into any transaction with an Affiliate unless such
transaction is on terms no less favorable to the Company than it would obtain in
a transaction between unrelated parties; and




-11-




(r)       causing
the Company or any of its Subsidiaries to file for a Voluntary Bankruptcy or to
take any action in furtherance of a Voluntary Bankruptcy of the Company or any
of its Subsidiaries.




"Management Board" has
the meaning set forth in Section 3.1(b).




"Member" means,
collectively, the Non-Operating Members and the Operating Members, in each case
for so long as they hold Percentage Interests and any other Members who, in
accordance with the provisions of this Agreement, directly holds Percentage
Interests.




"Member Nonrecourse
Debt" has the meaning of "partner nonrecourse
debt" as set forth in Regulations Section 1.704-2(b)(4).




"Member Nonrecourse Debt
Minimum Gain" means an amount, with respect to any Member Nonrecourse
Debt, equal to the Minimum Gain that would result if such Member Nonrecourse
Debt were treated as a Nonrecourse Liability, determined in accordance with
Regulations Section 1.704-2(i)(3).




"Member Nonrecourse
Deductions" has the meaning of "partner nonrecourse
deductions" set forth in Regulations Sections 1.704-2(i)(1) and
1.704-2(i)(2).




"Minimum Gain" means
"partnership minimum
gain" as set forth and defined in Regulations Sections 1.704-2(b)(2) and
1.704-2(d).




“Net Asset Value”
shall mean with respect to any one or more Investment Property (a) the current
fair market value of such Investment Property (as determined pursuant to the
Contribution Agreement), less (ii)
the sum of all mortgage and other indebtedness encumbering such Investment
Property.




“Net Capital Proceeds”
means the gross receipts received by the Company from a Capital Transaction less
any expenses related to the Capital Transaction.




"Net Cash Flow" means,
during the applicable period, the gross cash proceeds derived by the Company
during such period from any source (excluding proceeds related to Capital
Transactions such as Dispositions of Investment Properties) less the portion
thereof used to pay or establish reserves for all Company operating expenses,
debt payments, capital improvements, replacements and contingencies, all as
determined by the Management Board in its reasonable discretion subject to the
provisions of this Agreement (including Section 3.1); provided, however, that Net
Cash Flow shall not be reduced by depreciation, amortization, cost recovery
deductions or similar allowances, but shall be increased by any reductions of
previously established reserves.




“New Equity Interests”
means any series of equity interest issued by the Company, whether now
authorized or not, and rights, options or warrants to purchase such equity
interest, and securities of any type whatsoever that are, or by their terms may
become, convertible into any series of equity interest of the Company; provided,
that the term “New Equity Interests” shall not mean or include: (i) the sale of
equity interests reserved for officers, directors, employees or consultants of
the Company; (ii) equity interests issued pursuant to a stock split or similar
reorganization; or (iii) securities issued in any public offering or a Reverse
Takeover Transaction.




-12-




“Non-Operating
Members” means all Members other than the Operating Members; provided, however, that should
one or more of the Operating Members make a Capital Contribution of the Planet
Five Properties, such Members shall be treated as “Non-Operating Members” solely
to the extent of such Capital Contribution for purposes of Articles VI and
VII.




"Nonrecourse
Deductions" has the meaning set forth in Regulations Sections
1.704-2(b)(1) and 1.704-2(c).




"Nonrecourse
Liability" has the meaning set forth in Regulations Section
1.704-2(b)(3).




"Officer" means any
officer of the Company or any subsidiary thereof appointed by the Management
Board or by the manager of such subsidiary.




“Operating Budget”
shall mean the operating budget for the Company prepared by the Operating
Members and submitted to the Management Board for any one or more Fiscal Year,
including the operating budget of the balance of the Fiscal Year ending December
31, 2010 in the form annexed hereto as Exhibit
D and made a part hereof (the “2010 Operating
Budget”).




“Operating Members”
means the collective reference to: (a) Paul Rohan, (b) Willison, (c) Gregory
Laubach, and (d) other members of the Planet Five Group or Willison
Group.




"Other Members" has
the meaning set forth in Section 5.3.




“Parent Entity(ies)”
shall mean the individual or collective reference to Gerova and to Planet Five,
as applicable.




"Percentage Interests"
means, with respect to any Member, such Member’s aggregate ownership of Class A
Interests and Class B Interests expressed as a percentage of all issued Class A
Interests and Class B Interests that is set forth opposite such Member's name on
Schedule I and
labeled such Member's "Percentage Interests," as such schedule may be amended
from time to time to reflect changes in such percentage made pursuant to and in
accordance with this Agreement.




“Permanent Disability”
shall mean with respect to any Operating Member, the inability of either Paul
Rohan, Gregory Laubach or Robert Willison to serve as an Active Manager of the
Company for any period of six (6) consecutive months by reason of any physical
or mental disability.




-13-




"Permitted
Transferee"  means (i) the Company, (ii) with respect to any
Member who is not a natural person, any Affiliate of such Member (provided that
for purposes of this clause (ii), "Affiliate" shall mean, with respect to the
Member in question, that such Member controls such Affiliate and owns, directly
or indirectly, more than 50% of the economic interests of such Member; (iii)
with respect to any Member who is a natural person, (x) upon the death of such
natural person, any Person in accordance with such natural person's will or the
laws of intestacy; (y) one or more trusts for the sole benefit of such natural
person or one or more of the Family Members of such natural person; provided that such
natural person shall not be released from his obligations under this Agreement
as a Member; and (iv) in the event of the dissolution, liquidation or winding up
of any such Person that is a corporation, partnership or limited liability
company, the stockholders of a corporation that is such Person, the partners of
a partnership that is such Person, the members of a limited liability company
that is such Person or a successor corporation all of the stockholders of which
or a successor partnership all of the partners of which or a limited liability
company all of the members of which are the Persons who were the stockholders of
such corporation or the partners of such partnership or the members of such
limited liability company immediately prior to the dissolution, liquidation or
winding up of such Person; provided, however, in the case
of any such Person that is a Member only to the extent that such Transferee
complies with the foregoing clauses (i) through (iv); provided further, however, that no such
Transfer under any one or more of the forgoing clauses (i) through (iv) to any
such Person shall be permitted where such Transfer (x) fails to comply with
the terms of Section 5.1(b), including, without limitation, by reason of a
failure to comply in any respect with any federal or state securities laws,
including, without limitation, the Investment Company Act, or (y) would result
in the Company becoming subject to the Exchange Act.




"Person" means any
individual, corporation, association, partnership (general or limited), joint
venture, trust, joint-stock company, estate, limited liability company, series,
unincorporated organization or other legal entity or organization.




“Planet Five” means
Planet Five Development Group, LLC, a Florida limited liability
Company.




“Planet Five Group”
means the collective reference to the Planet Five Member, Planet Five, Paul
Rohan and/or their direct and indirect partners, Subsidiaries or
Affiliates.




“Planet Five Member”
means Planet Five at GEROVA, LLC, a Florida limited liability
Company.




“Planet Five
Properties” means the collective reference to the seven (7) developed
properties and four undeveloped properties, constituting Investment Properties,
and which are listed on Appendix B to
Schedule II annexed hereto and made hereof




"Profits" or "Losses" means, in
respect of the Company, for each Fiscal Period, an amount equal to the taxable
income or loss of the Company for such Fiscal Period.  Such amount
shall be determined in accordance with Code Section 703(a) (for this purpose,
all items of income, gain, loss, or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments (without duplication):




-14-




(a)           any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this definition
shall be added to such taxable income or loss;




(b)           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 shall be subtracted from such taxable
income or loss;




(c)           in
the event the Gross Asset Value of any asset is adjusted pursuant to paragraphs
(b) and (c) of the definition of Gross Asset Value, the amount of such
adjustment shall be taken into account 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;




(d)          gain
or loss resulting from any disposition of 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 property disposed of, notwithstanding that
the adjusted tax basis of such property differs from its Gross Asset
Value;




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




(f)           to
the extent an adjustment to the adjusted tax basis of any asset pursuant to Code
Section 734(b) is required pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts
as a result of a distribution other than in liquidation of a Member's interest
in the Company, the amount of such adjustment shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases the basis of the asset) from the disposition of the asset
and shall be taken into account for purposes of computing Profits or Losses;
and




(g)          notwithstanding
any other provision of this definition, any items that are specially allocated
pursuant to Section 6.2 or Section 6.3 shall not be taken into account in
computing Profits or Losses.




The
amounts of the items of Company income, gain, loss or deduction available to be
specially allocated with respect to the Company pursuant to Sections 6.2 and 6.3
shall be determined by applying rules analogous to those set forth in paragraphs
(a) through (g) above.




-15-




"Prospective
Purchaser" has the meaning set forth in Section 5.4.




"QIB" means a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities
Act.




"Regulations" means
the federal income tax regulations promulgated by the Treasury Department under
the Code as such regulations may be amended from time to time.  All
references herein to a specific section of the Regulations shall be deemed also
to refer to any corresponding provisions of succeeding Regulations.




"Regulatory
Allocations" has the meaning set forth in Section 6.3.




"Representative" has
the meaning set forth in Section 10.2.




“Reverse Takeover
Transaction” shall have the meaning as is defined in Section 3.1 of the
Letter Agreement.




"Sale of Control"
means any sale of all or substantially all of the Percentage Interests or assets
of the Company and its Subsidiaries to any Person (other than any Affiliate of
any Member).




“Subsidiaries” shall
mean any corporation, limited liability company, partnership or other entity, a
majority of the capital stock or equity of which is owned, directly or
indirectly, by the Company, any of the Members or their Affiliates.




"Securities Act" means
the Securities Act of 1933, as amended, and the rules and regulations
thereunder.




"Tax Matters Member"
has the meaning set forth in Section 8.1.




“Termination Event”
shall mean the occurrence at any time on or before June 30, 2013, of any of the
following events: (i) the termination for Cause of any of Paul Rohan, Gregory
Laubach or Robert Willison, or (ii) the resignation of any of Paul Rohan,
Gregory Laubach or Robert Willison as an Active Manager, unless one or more
replacements acceptable to Gerova shall be hired by the Company, or (iii) the
cessation of services by Paul Rohan for any reason other than his death or
Permanent Disability, or (iv) the cessation of the services of a majority of all
of the Active Managers.




“Termination Date”
means the date of Termination of the last of the Operating Member to be
Terminated.




"Third Party Claim"
has the meaning set forth in Section 11.6.




"Transfer" means, when
used as a noun, any direct or indirect sale, hypothecation, pledge, assignment,
attachment, or other transfer, and, when used as a verb, to sell, hypothecate,
pledge, assign, or otherwise transfer.




"Voluntary Bankruptcy"
has the meaning set forth in the definition of Bankruptcy.




-16-




"Voting
Representative" has the meaning set forth in Section 10.2.




“Willison” means
Robert V. Willison, an individual.




“Willison Group.”
means the collective reference to Willison or his Affiliates.




Any
capitalized term not defined herein shall have the meaning ascribed to such term
in the Act.




Section
1.7            Certificates .  Each
Officer is an authorized Person within the meaning of the Act to execute,
deliver and file any certificates (and any amendments and/or restatements
thereof) necessary for the Company to qualify to do business in a jurisdiction
within the United States in which the Company may wish to conduct
business.  Each member of the Management Board is hereby designated as
an “authorized person” within the meaning of the Act, and has executed,
delivered and filed the Certificate of Formation of the company with the
Secretary of State of the State of Florida.




Section
1.8            Term .  The
term of the Company shall begin on the date the Certificate of Formation was
filed with the Secretary of State of the State of Florida and shall continue for
so long as the Company holds any assets, unless terminated prior thereto in
accordance with the provisions hereof or pursuant to the Act.




ARTICLE
II




PERCENTAGE
INTERESTS, CAPITAL


CONTRIBUTIONS;
CAPITAL ACCOUNTS AND GUARANTEES




Section
2.1            Percentage Interests;
Operating Members.  The Percentage Interests of each Member are
set forth on Schedule
I attached hereto, as such may be amended from time to time.




Section
2.2            Class A Interests and Class
B Interests.




(a)           The
Members owning Class A Interests shall share ratably, based upon their
respective Class A Percentages, in all profits, losses and capital of the
Company.




(b)          The
Members owning Class B Interests shall share ratably, based upon its Class B
Percentage, in all profits, losses and capital of the Company, but only after
the Members owning Class A Interests shall have recouped 100% of the value of
their Initial Capital Contributions to the Company.




(c)          For
three year period commencing July 1, 2010 and ending on the earlier of (i) June
30, 2013, or (ii) a Termination Event, each of the Members owning Class B
Interests hereby grants to the Planet Five Member an irrevocable proxy, coupled
with an interest, to vote all Class B Interests in the same manner as the Planet
Five Member votes its Class A Interests, at any regular or special meeting of
the Members to vote upon any matter which requires the vote, consent or approval
of the Members.




-17-




Section
2.3            Capital
Contributions.




(a)           Pursuant
to the Contribution Agreement, each Member contributed (or was deemed to have
contributed, as applicable) its entire Initial Capital Contribution in exchange
for Class A Interests of the Company as set forth on Schedule I
hereof.  The value of the Initial Capital Contribution was determined
in accordance with the Contribution Agreement.




(b)           Cash
Capital Contributions by the Members shall be made in U.S. dollars by wire
transfer of federal funds to an account or accounts of the Company specified by
the Company or the Management Board.  No Member shall be entitled to
any compensation by reason of its Capital Contribution or by reason of serving
as a Member.  No Member shall be required to lend any funds to the
Company.




(c)           Title
to assets, whether real, personal or mixed, tangible or intangible, shall be
deemed to be owned by the Company, and no Member, individually or collectively,
shall have any ownership interest in such assets or any portion
thereof.  Title to any or all of the assets shall be recorded as
property of the Company on the books and records of the Company, irrespective of
the name in which legal title to such assets is held.




Section
2.4            Capital
Accounts.




(a)           A
capital account ("Capital Account")
shall be maintained for each Member, in accordance with the capital account
maintenance rules set forth in Regulations Section
1.704-1(b)(2)(iv).  Without limiting the generality of the foregoing,
a Member's Capital Account shall be increased by (i) the amount of money
contributed by the Member, (ii) the initial Gross Asset Value of property
contributed by the Member as reasonably determined by the contributing Member
and the Management Board (net of liabilities that the Company is considered to
assume or take subject to pursuant to Code Section 752), and (iii) allocations
to the Member of Profits pursuant to Article VI.  A Member's Capital
Account shall be decreased by (x) the amount of money distributed to the Member,
(y) the Gross Asset Value of any property so distributed to the Member as
reasonably determined by the distributee Member and the Management Board (net of
any liabilities that such Member is considered to assume or take subject to
pursuant to Code Section 752), and (z) allocations to the Member of Losses
pursuant to Article VI.  The Members' Capital Accounts shall be
appropriately adjusted for income, gain, loss and deduction as required by
Regulations Section 1.704-1(b)(2)(iv)(g) (relating to allocations and
adjustments resulting from the reflection of property on the books of the
Company at book value, or a revaluation thereof, rather than at adjusted tax
basis).




(b)           Compliance with Treasury
Regulations.  The foregoing provisions and the other provisions
of this Agreement 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 Management Board shall reasonably determine that it is prudent to modify the
manner in which the Capital Accounts, or any debits or credits thereto, are
computed in order to comply with such Regulations, the Management Board may make
such modification, provided, however, that it shall not have an adverse effect
on the amounts distributable to any Member.




-18-




(c)           Negative Capital
Account.  No Member shall be required to make up an Adjusted
Capital Account Deficit or to pay to any Member the amount of any such deficit
in any such account.




Section
2.5            Admission of New
Membersand
Issuance of Percentage Interests.  Unanimous consent of the
Members shall be required to issue any New Equity Interests to any Person and,
unless otherwise permitted under Article V, to admit new Members.  A
new Member must agree in writing to be bound by the terms and provisions of the
Certificate of Formation and this Agreement, each as may be amended from time to
time, and must execute a counterpart of, or an agreement adopting, this
Agreement or other related agreements as the Management Board may
require.  Upon admission, the new Member shall have all rights and
duties of a Member of the Company; provided that such
new Member shall only be entitled to such voting rights as are provided pursuant
to this Agreement.




Section
2.6            Interest.  No
interest shall be paid or credited to the Members on their Capital Accounts or
upon any undistributed profits left on deposit with the Company.




Section
2.7            Capital Withdrawal Rights,
Interest and Priority.  Except as expressly provided in this
Agreement, no Member shall be entitled to withdraw or reduce such Member's
Capital Accounts in whole or in part until the dissolution, liquidation and
winding-up of the Company, except as distributions pursuant to Article VII may
represent returns of capital.  A Member who withdraws or purports to
withdraw as a Member of the Company without the consent of the other Members or
as otherwise allowed by this Agreement shall be liable to the Company thereof
for any damages suffered by the Company thereof on account of the breach and
shall not be entitled to receive any payment in respect of its Percentage
Interests in the Company or a return of its Capital Contribution until the time
otherwise provided herein for distributions to Members.




Section
2.8            Additional Capital
Contributions; Preemptive Right.




(a)           If
the Management Board determines that additional funding for the Company is
required, the Company shall first use commercially reasonable efforts to obtain
third party debt financing.  In the event that the Company cannot
obtain all of the additional funding through such debt financing, the Management
Board, acting by unanimous consent, may require the Members to make additional
Capital Contributions as set forth in Section 2.8(b) below.




(b)          After
giving effect to the requirements set forth in Section 2.8(a), the Management
Board, acting by unanimous consent, may require the Members to make additional
Capital Contributions in proportion to their Percentage Interests, in one or
more installments (each such contribution, an “Additional Capital
Contribution”), by providing written notice (a “Capital Call Notice”)
to the Members.  A Capital Call Notice delivered hereunder shall set
forth: (i) the aggregate amount of the required Additional Capital Contribution;
(ii) the amount of each Member’s respective Additional Capital Contribution;
(iii) the date on which such Additional Capital Contribution is due (the “Call Due Date”),
which Call Due Date shall be no earlier than fifteen (15) days from the date of
the Capital Call Notice; and (iv) in reasonable detail, the purpose and proposed
uses for such Additional Capital Contribution.  If a Member fails to
fully pay any required Additional Capital Contribution on or before the Call Due
Date, the Percentage Interests of all of the Members shall be adjusted such that
each Member’s Percentage Interests shall thereafter equal the proportion that
the sum of its aggregate Capital Contributions bears to the aggregate Capital
Contributions of all of the Members.  If a Member holds both Class A
Interests and Class B Interests, such adjustment shall be made proportionately
across the Class A Interests and Class B Interests.  In the event that
the Company cannot obtain all of the additional funding through debt financing
and/or Additional Capital Contributions, the Members may then elect to offer New
Equity Interests to third parties as set forth in Section 2.8(c)
below.




-19-




(c)           Each
Member shall have a preemptive right (but not the obligation) to purchase its
Pro Rata Share of any New Equity Interests that the Company may, from time to
time, propose to sell and issue.  For purposes of this right, a “Pro Rata Share” is
the portion of the New Equity Interests obtained by multiplying the total number
of New Equity Interests proposed to be issued by a fraction, the numerator of
which is sum of the number of Percentage Interests then held by such Member and
the denominator of which is the total number of Percentage Interests then
outstanding.




(d)           In
the event the Members determine to undertake an issuance of New Equity Interests
in accordance with this Section 2.8, it shall give each Member written
notification of its intention, describing the type of New Equity Interests, the
price and the general terms upon which the Company proposes to issue the same,
including, without limitation, the payment terms, cash requirements and the date
or dates of payment and issuance of the New Equity Interests (a “New Interest
Notice”).  Each Member shall have sixty (60) days from the date
of receipt of any such New Interest Notice to purchase all or a portion of its
Pro Rata Share of the New Equity Interests for the price and upon the general
terms specified in the New Interest Notice by giving written notification to the
Company stating therein the quantity of New Equity Interests to be purchased,
and tendering the purchase price therefor.  If a Member elects not to
purchase all or a portion of its Pro Rata Share of the New Equity Interests, the
other Members, may, subject to applicable law, Transfer such purchase right to
an Affiliate.  Any such Affiliate which elects to exercise the
purchase right under this Section 2.8, shall have the rights of a Member for the
purposes of this Section 2.8 only.  If applicable, the Company shall
promptly inform in writing those Members that purchases all the New Equity
Interests available to them (the “Fully Exercising
Members”) of the other Members’ failure to do likewise.  During
the twenty (20) day period commencing after receipt of such information, the
Fully Exercising Members shall be entitled to obtain on a pro rata basis that
portion of the New Equity Interests offered to the other Members which they did
not elect to purchase on the terms contained in the New Interest
Notice.




(e)           In
the event all of the Members fail to exercise fully the rights granted
hereunder, the Company shall have ninety (90) days to effect the sale of the New
Equity Interests at a price and on terms no more favorable to the purchasers
thereof than those offered in the New Interest Notice.  In the event
the sale is not effected within the ninety (90) day period, the Company shall
not issue and sell the New Equity Interests without first offering the New
Equity Interests to the Members in the manner provided in this Section
2.8.




-20-




2.9      
    Treatment of Class B
Interests.  The parties to this Agreement acknowledge and agree
that the Class B Interests shall be treated as nontaxable "profits interests"
issued for services for federal and state income tax purposes pursuant to Rev.
Proc. 93-27, 1993-2 C.B. 343.  Consistent with such treatment, the
Company shall claim no federal or state income tax deduction upon the issuance
of the Class B Interests.




2.10   
     Guarantees.




(a)           General.   The
parties to this Agreement acknowledge and agree that, from time to time, the
guarantees of either or both of (i) the Gerova Group, or (ii) Planet Five or
other members of the Planet Five Group may be required in order to obtain
financing for the Company or refinance the Gerova Real Estate Portfolio, the
Planet Five Properties or other Investment Properties.  Accordingly,
subject at all times to the provisions of this Agreement, the Gerova Group and
the Planet Five Group agree to consider in good faith providing appropriate
guarantees, if and when appropriate, in order to further the business interests
of the Company.




(b)           Contributed
Properties.  In addition to and not in lieu of Section 2.10(a)
above, in the event and to the extent that the corporate or limited liability
guarantees of the either or both of the Parent Entities, the Gerova Group or the
Planet Five Group shall be required to refinance any one or more of the Gerova
Real Estate Portfolio properties or any one or more of the Planet Five
Properties (collectively, the “Contributed
Properties”), than and in such event both Gerova and Planet Five shall
provide or cause the applicable members of the Gerova Group or Planet Five Group
to provide such guarantees; provided, however, that: (i) any such guarantees
shall be given jointly by both of the Parent Entities, (ii) as to the Gerova
Group, any such guarantees shall be subject to the prior approval of the Gerova
Real Estate Committee, and (iii) the aggregate amount of any such guarantees
shall not exceed as to any Contributed Property, either (A) thirty percent (30%)
of the Net Asset Value of such Contributed Property, or (B) seventy-five percent
(75%) of the Gross Asset Value of any income producing Contributed Property if
and for so long as the debt coverage ratio on such Contributed Property is not
less than 1.2:1.




ARTICLE
III




MANAGEMENT




Section
3.1            Governance .  Each
Member and the Company hereby agree that the Company shall be governed by the
provisions of this Article III and that, accordingly, the Company shall cause
its Subsidiaries to act in accordance with the determinations of the Company
made pursuant to this Article III.




(a)          Management
Board.  The Company hereby establishes a Management Board of
the Company (the "Management Board"),
which shall manage the Business of the Company.




-21-




(b)          Members of The Management
Board. The Management Board shall initially consist of Paul Rohan,
Gregory Laubach and _____________, or any other three (3) Persons designated by
the Operating Members (the “Operating Member
Designees”) and two (2) Persons designated by Gerova in a separate letter
of instructions to the Company to be delivered on or before the Effective Date
(the “Non-Operating
Member Designees”). By signing this
Agreement, each Member shall be deemed to have voted for the election of each of
the foregoing persons to serve as an initial Management Board
member.  The names and mailing addresses of the members of the
Management Board shall be set forth in the books and records of the
Company.  The number of members of the Management Board shall be fixed
at five (5) persons.  The members of the Management Board need not be
a Member or a representative of a Member.  Each member of the
Management Board shall serve an initial three year term, subject to any
provisions set forth in such member’s employment agreement with the
Company.




(c)           Covenants of the
Members.  Each of the Members hereby agree to vote its Percentage
Interests to cause the Management Board to include three (3) members appointed
by the Operating Members as Operating Member Designees, and two (2) members
appointed by the Non-Operating Members as Non-Operating Member
Designees.  Any vacancies on the Management Board will be filled by
the Member who originally appointed such member of the Management
Board.




(d)          Rights and Obligations of
the Management Board. The Business and operations of the Company and its
Subsidiaries shall be managed solely by the Management Board.  The
Management Board is, to the extent of its rights and powers set forth in this
Agreement, an agent of the Company for the purpose of its determinations and the
actions of the Company by and through the Management Board taken in accordance
with such rights and powers shall bind the Company.  The Operating
Members shall consult with the Gerova Real Estate Committee on all matters that
may require guarantees or financial commitments of any member of the Gerova
Group with respect to Contributed Properties, and with respect to financings,
acquisitions or dispositions of other Investment Properties or assets, not
otherwise constituting a Major Decision.  The members of the Gerona
Real Estate Committee shall initially consist of Joseph J. Bianco, Jason Galanis
and Keith Laslop.




(e)           Major
Decisions.  Notwithstanding anything to the contrary, express
or implied, contained in this Agreement, the approval, ratification and
implementation of any and all Major Decisions shall require the approval of (i)
a majority of all of the Members on the Management Board, and (ii) both of the
two Non-Operating Member Designees referred to below.




(f)           Removal of Member of
Management Board.  The status of a member of the Management
Board shall terminate if the Management Board member: (i) shall die;
(ii) shall be adjudicated incompetent; (iii) shall voluntarily resign
as a Management Board member (which shall require not less than 10 days' prior
written notice to the Company); (iv) shall be removed by the written request of
the Member that appointed such member of the Management Board pursuant to
Section 3.1(b); (v) shall be certified by a physician to be mentally or
physically unable to perform his or her duties; (vi) shall be declared
bankrupt by a court with appropriate jurisdiction, file a petition commencing a
voluntary case under any bankruptcy law or make an assignment for the benefit of
creditors; (vii) shall have a receiver appointed to administer the property
or affairs of such Management Board member; or (viii) shall otherwise cease
to be a Management Board member of the Company under the Act. Upon such
termination, the Members will agree to vote and otherwise use its reasonable
best efforts to cause a replacement appointee to be elected to the Management
Board in compliance with Section 3.1(d)(ii).




-22-




(g)          Meetings.  Meetings
of the Management Board may be called by a majority of the members of the
Management Board on at least two Business Days' prior written notice to each
member of the Management Board, which notice shall contain the time and place of
such meeting.  Provided that two Operating Member Designees and one
Non-Operating Member Designee are present, a majority of the members of the
Management Board shall constitute a quorum for the transaction of business by
the Management Board; provided, that the affirmative vote or consent of two
Non-Operating Member Designees shall be required to approve, ratify or implement
any Major Decision. All actions of the Management Board shall require the
affirmative vote of a majority of the members of the Management Board, other
than any Major Decision, which shall require the affirmative vote of a majority
of the members of the Management Board who are Non-Operating Member Designees
appointed by the Non-Operating Members.  Decisions made by the
Management Board at any meeting, however convened, shall be as valid as though
held after due notice if, either before or after the meeting, each and every
member of the Management Board signs a written waiver of notice or a consent to
the holding of such meeting or written approval of the minutes
thereof.




(h)          Telephone Conference;
Unanimous Written Consent.  Meetings of the Management Board
may be held by telephone conference or similar communications equipment by means
of which all persons participating in the meeting can hear each other and
participate in the conversation.  Any action required or permitted to
be taken by the Management Board may be taken without a meeting and without
prior notice if all of the Members of the Management Boards shall consent in
writing to such action.  Such consent or consents shall be filed with
the minutes of the proceedings of the Management Board and shall have the same
force and effect as a unanimous vote of the Management Board.




(i)           Chairman.  The
Management Board may, if it so determines, elect from among its members a
Chairman of the Board and/or a Vice Chairman of the Board.  The
Chairman of the Board, if any, shall preside at all meetings of the Management
Board and of the Members at which he shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him by the
Management Board or as may be provided by applicable law.  In the
absence of the Chairman of the Board, the Vice Chairman of the Board, if any,
shall preside at all meetings of the Management Board and of the Members at
which he shall be present and shall have and may exercise such powers as may,
from time to time, be assigned to him by the Management Board or as may be
provided by applicable law.




(j)           Limitation on Liability of
Member of the Management Boards.  Members of the Management
Board shall not, solely by reason of being a member of the Management Board, be
personally liable for the expenses, liabilities or obligations of the Company or
the Company whether arising in contract, tort or otherwise.




-23-




(k)           Compensation and
Reimbursement.  Members of the Management Board shall not
receive compensation for their services performed on behalf of the Company or
other benefits they provide to the Company.  Members of the Management
Board shall be entitled to reimbursement for reasonable, documented
out-of-pocket expenses incurred by them in connection with attendance at
meetings of the Management Board or any committee thereof conducting the
business and affairs of the Company.




(l)           Amendment to Section
3.1.  Notwithstanding anything in this Agreement to the
contrary, the provisions of this Section 3.1 shall not be amended without the
unanimous consent of the Members.




Section
3.2           Authority, Duties and
Obligations of the Management Board .  The
members of the Management Board shall devote as much of their time to the
affairs of the Management Board as in the judgment of the members of the
Management Board the conduct of the such affairs shall reasonably require, and
the members of the Management Board shall not be obligated to do or perform any
act or thing in connection with the Business not expressly set forth
herein.  Nothing herein contained in this Agreement shall be deemed to
preclude the members of the Management Board from engaging directly or
indirectly in any other business or from directly or indirectly purchasing,
selling, holding or otherwise dealing with any securities for the account of any
such other business, for its own accounts or for other clients.  No
Member shall, by reason of being a Member, have any right to participate in any
manner in any profits or income earned, derived by or accruing to the members of
the Management Board or any of their Affiliates from the conduct of any business
other than the Company (to the extent provided herein) or from any transaction
in securities effected by the members of the Management Board or any of their
Affiliates for any account other than that of the Company.




Section
3.3           Management .   Subject
at all times to the provisions of Section 3.1 above, the Operating Members shall
be responsible for day-to-day management and operation of the
Company.  In connection with the foregoing, the Operating Members are
authorized to exercise all powers necessary and convenient for the Business
purposes of the Company as enumerated in Section 1.3(b)(ii), on behalf and in
the name of the Company, and to take any actions in their reasonable discretion
which may be necessary to preserve the Investment Properties or to retain their
value, such power and authority of the Operating Members shall include the right
to encumber, sell or refinance Investment Properties and purchase Investment
Properties of the Company; provided, however, that the
Operating Members shall not be permitted to undertake any Major Decision without
the express consent of the Management Board, as provided in Section 3.1
above.





Section
3.4           Voting Rights of
Members.




(a)           Members
shall have no right or authority to vote on matters other than the election of
any members of the Management Board or explicitly requiring such vote in the
Act.  On such matters or in the Act explicitly requiring a vote of the
Members, each Member shall initially have the votes representing its Percentage
Interests as set forth on Schedule I attached
hereto.




-24-




(b)           Except
as otherwise provided herein, any action by the Members shall require the
affirmative vote or written consent of a majority of the voting power of the
Company entitled to vote, voting together as one
class.  Notwithstanding anything in this Agreement to the contrary,
this Section 3.4(b) shall not be amended without the unanimous consent of the
Members.  To the extent that such action constitutes a Major Decision,
the separate consent of the Non-Operating Members shall be
required.




(c)           Notwithstanding
the foregoing, each Member (i) covenants and agrees to notify the Management
Board and the other Members of any business opportunity available to such Member
that could reasonably be expected to be in competition with the Business of the
Company and (ii) grants a right of first refusal to the Company with respect to
such opportunity, with the procedure set forth in Section 5.3 governing such
right of first refusal.




Section
3.5            Injunctive
Relief .  The
Company and the Members hereby declare that it is impossible to measure in money
the damages which will accrue to the parties hereto by reason of the failure of
any Member to perform any of its obligations set forth in Article
III.  Therefore, the Companies and the Members shall have the right to
specific performance of such obligations, and if any party hereto shall
institute any action or proceeding to enforce the provisions hereof, each of the
Companies and the Members hereby waives the claim or defense that the party
instituting such action or proceeding has an adequate remedy at
law.




ARTICLE
IV




GENERAL
GOVERNANCE




Section
4.1            Other
Ventures.




(a)           It
is expressly agreed that each Member and any Affiliates, Affiliated Individuals,
officers, directors, managers, stockholders, members, partners or employees of
such Member, may engage in other business ventures of every nature and
description, whether or not in competition with the Company, independently or
with others, and neither the Company nor the other Members shall have any rights
in and to any independent venture or activity or the income or profits derived
therefrom; the pursuit of other ventures and activities by any such Person is
hereby consented to by each Member and shall not be deemed wrongful or
improper.




(b)           Nothing
in this Agreement shall be construed so as to prohibit any Member or its
respective Affiliates, Affiliated Individuals, officers, directors, managers,
stockholders, members, partners or employees from owning, operating or investing
in any business of any nature and description, independently or with others, and
no Member need disclose its intention to make any such investment to the other,
nor advise the Company of the opportunity presented by any such prospective
investment.




Section
4.2            Information .  The
Company covenants and agrees to deliver to each Member (a) consolidated
financial reports of the Company and it Subsidiaries audited by its independent
accounting firm within 120 days after the end of each Fiscal Year; (b)
consolidated quarterly unaudited financial reports for the Company and its
Subsidiaries within 60 days after the end of each Fiscal Period commencing with
the Fiscal Period ending September 30, 2010; (c) consolidated monthly financial
reports of the Company within 30 days after the end of each calendar month; and
(d) such other information and data (including such information and reports made
available to any lender of the Company or any of its Subsidiaries under any
credit agreement or otherwise).




-25-


Section
4.3          Access .  The
Company shall, and shall cause its Subsidiaries, officers, directors, employees,
auditors and other agents to (a) afford the officers, employees, auditors and
other agents of the Members, during normal business hours and upon reasonable
notice reasonable access at all reasonable times to its officers, employees,
auditors, legal counsel, properties, offices, plants and other facilities and to
all books and records and (b) afford each Member the opportunity to discuss the
Company's affairs, finances and accounts with the officers or Management Board
from time to time as each such Member may reasonably request without creating an
undue burden on the Company, including, without limitation, but in particular,
upon notice that a vote is required with respect to a Major
Decision.




Section
4.4           Insurance .  At
all times during the existence of this Agreement, the Company shall maintain and
pay premiums on directors and officers liability insurance with such terms and
coverage limits as reasonably satisfactory to the Members.




ARTICLE
V




TRANSFERS
OF PERCENTAGE INTEREST




Section
5.1           Restrictions on
Transfer.




(a)        
 No Member, including any assignee or successor in interest of any such
Member, shall (voluntarily or involuntarily) Transfer all or any portion of any
Percentage Interests (including a Transfer pursuant to a foreclosure sale of all
or any part of the assets of a Member) without the prior written consent of the
Management Board (not to be unreasonably withheld), except (in each case subject
to the next sentence and to Section 5.1(b) below), (i) a Transfer to a Permitted
Transferee, (ii) a Transfer in accordance with Sections 5.3 and 5.4 below, and
(iii) a pledge by a Member of its Percentage Interests or of its rights to any
cash distributions or other distributions made in respect of such Member's
Percentage Interests or of the rights to the proceeds to such Member resulting
from the disposition by such Member of such Percentage Interests in accordance
with the provisions of this Agreement, provided that such
pledge does not entitle the pledgee to foreclose upon or otherwise acquire any
ownership interest in such Percentage Interests.  No Transfer, other
than in the case of a Transfer from a Member to a Permitted Transferee under
clauses (i) or (ii) of the definition thereof, shall be effected until five (5)
Business Days after and excluding the day upon which written notice of such
proposed Transfer has been given to each of the Members.  Any direct
or indirect Transfer, assignment or other disposition of any securities or other
interests of a Member or of any securities or other interests of any Person or
Persons having a direct or indirect ownership interest in a Member shall be
deemed a Transfer of the Percentage Interests of such Member for purposes of
this Section 5.1(a).  For the avoidance of doubt, Gerova Financial
Group, Ltd. or any direct or indirect Subsidiary of Gerova Financial Group,
Ltd., shall be deemed to be a Permitted Transferee for all purposes under this
Agreement.


-26-


(b)           Any
transferee of Percentage Interests permitted under Section5.1(a) shall become
a substitute Member under this Agreement upon:  (u) the execution and
delivery by the transferee to the Company of an Instrument of Accession in the
form of Exhibit
A hereto, (v) the transferee agreeing in writing (1) to be bound by all
the terms and conditions of this Agreement as then in effect and (2) that such
transferee is not in violation of the "Patriot Act" or any law regulating the
identity of investors or the source of funds used to make an investment;
(w) compliance with applicable federal and state securities laws; (x)
receipt of any regulatory approvals required under applicable law; (y) the
Management Board being reasonably satisfied that such Transfer would not result
in (1) any violation of or failure to comply with applicable federal and state
securities law and (2) in the Company becoming a "publicly traded partnership"
within the meaning of Section 7704(b) of the Code, and the regulations issued
thereunder; and (z) the Management Board being reasonably satisfied that such
Transfer would not result in any violation or failure to comply with the
"Patriot Act" or any law regulating the identity of investors or the source of
funds used to make an investment.  Unless and until a transferee is
admitted as an additional or substitute Member under this Agreement and under
the applicable formation and governing documents of the Company, the transferee
shall have no right to exercise any of the powers, rights and privileges of a
Member hereunder or under the applicable formation and governing documents of
the Company.  A Member who has transferred its Percentage Interests
shall cease to be a Member upon Transfer of all of the Member's Percentage
Interests and thereafter shall have no powers, rights and privileges as a Member
hereunder.




(c)           The
Company, any Member, the Management Board, the Officers, and any other Person or
Persons having business with the Company need only deal with Members who are
admitted as Members or as additional or substitute Members of the Company, and
they shall not be required to deal with any other Person by reason of a Transfer
by a Member, except as may be otherwise expressly provided in this
Agreement.  In the absence of a transferee of a transferring Member's
Percentage Interests being admitted as a Member as provided herein, any payment
to a Member shall release the Company, the Management Board and the other
parties hereto of all liability to any other Persons who may be interested in
such payment by reason of an assignment by such Member.




Section
5.2            Non-Permitted
Transfers.




(a)           Any
purported Transfer of all or any portion of Percentage Interests or any economic
benefit or other interest therein not in compliance with Section 5.1 shall be
null and void ab initio, regardless of
any notice provided to any of the parties hereto, and shall not create any
obligation or liability of any of the parties hereto to the purported
transferee, and any Person purportedly acquiring all or any portion of any
Percentage Interests or any economic benefit or other interest therein
transferred not in compliance with Section 5.1 shall not
be entitled to admission to the Company as a substitute Member.




(b)           In
the case of an attempted Transfer of all or any portion of any Percentage
Interests or any economic benefit or other interest therein that is not in
compliance with Section 5.1, the
parties engaging or attempting to engage in such Transfer shall indemnify and
hold harmless the other parties hereto and their respective officers, directors,
affiliates, members, partners and employees from all cost, liability and damage
that any of such indemnified persons may incur (including, without limitation,
incremental tax liability and attorneys' fees and expenses) as a result of such
Transfer or attempted Transfer and the enforcement of this
indemnity.


-27-


(c)           No
Member, including any assignee or successor in interest of any Member, shall
Transfer all or any portion of its Percentage Interests or any economic benefit
or other interest therein if such Transfer would cause the Company to be treated
as a "publicly traded partnership" within the meaning of Code Section 7704 and
the Regulations promulgated thereunder.




Section
5.3            Rights of First
Offer.




(a)           Right of First Offer to
Acquire Percentage Interests.  If at any time a majority of the
either (i) Non-Operating Member(s), or (ii) the Operating Members (either, a
“Transferring
Member(s)”) proposes to Transfer all of its or their Percentage Interests
in a transaction or series of transactions to any Person (other than the Members
and their Affiliates), the Transferring Member(s) will provide written
notification of their intention (the “Notice Regarding
Sale”) to the other Members, which notification will include the amount
of Percentage Interests proposed to be sold by the Transferring
Member(s).  The Non-Transferring Member(s) will immediately thereafter
negotiate exclusively with respect to the terms of any potential
sale.  If, after thirty (30) days following the delivery of the Notice
Regarding Sale (and provided that both the Non-Operating Members and the
Operating Members have negotiated in good faith during such period) the parties
have not reached an agreement with respect to the proposed sale, then the
Non-Transferring Member(s) will provide in writing the final terms, if any, upon
which it or they is willing to purchase such Percentage Interests from the
Transferring Member(s) (the “Last
Offer”).  The Last Offer will include the number of Percentage
Interests offered, the price and any other material terms and
conditions.  If the Transferring Member(s) accept the Last Offer, the
parties will promptly and completely comply with all of the conditions thereof,
including, without limitation, promptly executing all necessary documents and
making all required payments.  If such Last Offer is not accepted in
writing by the Transferring Member(s) within ten (10) Business Days of its
delivery, then the Transferring Member(s) will be free to negotiate with other
parties with respect to such proposed sale for a period of ninety (90) days;
provided that
the terms of any resulting sale are no less favorable to the Transferring
Member(s) than the terms included in the Last Offer.  In the event the
sale is not effected within the ninety (90) day period, the Transferring
Member(s) shall not sell their Percentage Interests without first offering the
Percentage Interests to the Non-Transferring Member(s) in the manner provided in
this Section 5.3(a).




(b)          The
provisions of this Section 5.3 shall not be applicable to any Reverse Takeover
Transaction.


-28-


Section
5.4            Drag-Along
Rights.




(a)           Generally.  If
at any time a majority of the Non-Operating Members receives a bona fide written
offer to purchase by sale, assignment, conveyance or otherwise all or a portion
of their Percentage Interests from any Person (other than the Members and their
Affiliates) (a "Prospective
Purchaser"), then the Non-Operating Members shall have the right (the
"Drag-Along
Right") to compel the Operating Members to (i) sell their Percentage
Interests to the Prospective Purchaser for a purchase price equal to the
purchase price of the Percentage Interests of the Non-Operating Members
(including any and all consideration received or to be received by the
Non-Operating Members or any of their Affiliates in connection with such
Transfer and all transactions related thereto), and otherwise on the same terms
and conditions as the Percentage Interests being sold by the Non-Operating
Members and (ii) in the case of a Transfer in a transaction requiring the
vote of the Other Members or their designees on the Management Board, take all
action necessary or appropriate in order to cause or enable the Non-Operating
Members or the Company, as applicable, to effect such transaction (including,
without limitation, voting in favor of the transaction); provided, however, that any
such Transfer by an Operating Members does not violate applicable
law.




(b)           Procedure.  The
Non-Operating Members shall exercise the Drag-Along Right by giving written
notice (the "Drag-Along Notice"),
not less than 20 days prior to consummation of the Transfer to the Prospective
Purchaser, to the Operating Members and the Company
stating:  (i) that it proposes to effect such a transaction;
(ii) the name and address of the Prospective Purchaser; (iii) the
proposed purchase price of the Percentage Interests; (iv) except as otherwise
set forth herein, that all the Operating Members shall be obligated to sell
their Percentage Interests in the Company upon the same terms and conditions
(subject to applicable law) as those the Non-Operating Members are able to
obtain for the amount of their Percentage Interests (or a portion thereof)
proposed to be Transferred, including entering into agreements with the
Prospective Purchaser on terms substantially identical to those applicable to
the Non-Operating Members (including, without limitation, representations,
warranties, covenants, indemnities and agreements substantially identical to
those made by the Non-Operating Members in connection with the Transfer), and
obtaining any required consents; and (v) in the case of a Transfer, whether
through a sale of Percentage Interests, a merger, a recapitalization, a
consolidation transaction, a transaction involving the Transfer of a majority of
the assets of the Company or otherwise, of such interests in the Company or of
such assets in a transaction requiring the vote of or tenders by the Operating
Members or their Management Board designees, that all the Operating Members or
their Management Board designees, as applicable, shall be obligated to vote in
favor of such transaction.  This voting agreement shall remain in full
force and effect throughout the time that this Section 5.4 is in
effect.  It is understood that this voting agreement relates solely to
the transaction with a Prospective Purchaser as described in this
Section 5.4 and does not constitute the agreement to vote or consent as to
any other matters.




-29-




Section
5.5            Tag-Along
Rights.




(a)           Generally.  If
a Non-Operating Members (the "Selling Member")
receives a bona fide written offer to purchase by sale, assignment, conveyance
or otherwise all or a portion of its Percentage Interests from any Person (other
than the Members and their Affiliates) (a "Third Party Offer")
that it is willing to accept, it promptly shall give notification fully
describing the Third Party Offer to the Operating Members, together with any
documentation fully describing the Third Party Offer (including a copy of all
applicable documents and information ("Sale
Notice").  The Operating Members shall have the right, within
ten (10) business days after receipt of such Sale Notice, to join with the
Selling Member and sell their Percentage Interests on the same terms as set
forth in the Third Party Offer (the "Tag-Along
Notice").




(b)          Obligation to Sell
Interests.  The Operating Members agree that upon the
transmittal of the Tag-Along Notice, they shall be obligated to sell to the
proposed transferee their Percentage Interests in accordance with the terms and
subject to the conditions of the Third Party Offer.  The Operating
Members agree to execute and deliver (or cause to be executed and delivered) any
and all documents and instruments reasonably necessary in connection with any
sale under this Section 5.5.  Any sale pursuant to this Section 5.5
shall close pursuant to the terms set forth in the Third Party
Offer.




Section
5.6            Call of Operating Members’
Percentage Interests.




(a)           The
Percentage Interests of an Operating Member shall be subject to being purchased,
in accordance with the procedures and prices set forth in this Section 5.6, by
the Company or another Member, in whole or in part, upon the occurrence of a
Termination Event.




(b)          Upon
a Termination Event, the Company, upon written notice within 180 days after the
date of occurrence of such Termination Event, shall have the obligation to
purchase all of the Operating Members’ Percentage Interests at a price equal to
Fair Market Value.  Such purchases shall occur not more than 60 days
after delivery of such notice; provided, however, that if such Termination Event
shall be for Cause,  the price shall be equal to the lower of the Fair
Market Value of such Percentage Interest as at the Effective Date or the date of
occurrence of the Termination Event.




(c)           The
purchase price for an Operating Member’s Percentage Interests shall be a payment
pursuant to Code Section 736.  Such Operating Member will Transfer its
Percentage Interests free and clear of any liens, encumbrances or any interests
of any third parties, and shall execute and deliver any and all documents
required to fully Transfer good and valid title to his Percentage Interests,
including, without limitation, any documents required to evidence such Transfer
and any documents required to release any interest of any third
party.




(d)  As
of the Termination Date, the Operating Member’s Percentage Interests shall have
no voting rights under this Agreement, other than those expressly required by
the Act to be given to a Member.


-30-


Section
5.7           Termination.  All
of the provisions of this Article V shall terminate and be of no further force
or effect upon consummation of any Reverse Takeover Transaction.




ARTICLE
VI




ALLOCATIONS




Section
6.1           Allocations of Profits and
Losses .




(a)          This
Section 6.1 sets forth the general rules for both the book allocations to
reflect the economic arrangements of the Members and for the tax allocations for
U.S. federal income tax purposes pursuant to Code Section 704(b) and the
Regulations promulgated thereunder with respect to the Company.




(b)          Subject
to the provisions contained in this Article VI, the Profits of the Company shall
be allocated for each Fiscal Period as of the end of such Fiscal Period as
follows:




(i)           
First, to the Members who have received allocations of Losses under Section
6.1(c)(ii) or (iii), in proportion to the allocations of such Losses, until the
Members who have received allocations of Losses under Section 6.1(c)(ii) or
(iii) have received aggregate allocations of Profits under this Section
6.1(b)(i) equal to their aggregate allocations of Losses under Section
6.1(c)(ii) and (iii);




(ii)           
Second, one hundred percent (100%) to the Members holding Class A Interests in
proportion to their Class A Percentages until such Members shall have recouped
their Initial Capital Contributions; and




(iii)           Third,
eighty-eight percent (88%) to the Members holding Class A Interests in
proportion to their Class A Percentages and twelve percent (12%) to the Members
holding Class B Interests in proportion to their Class B
Percentages.




(c)          Subject
to the provisions contained in this Article VI, the Losses of the Company shall
be allocated for each Fiscal Period as of the end of such Fiscal Period as
follows:




(i)           
First, to the Members who have received allocations of Profits under Section
6.1(b)(ii), in proportion to their aggregate allocations of such Profits, until
the Members who have received allocations of Profits under Section 6.1(b)(ii)
have received aggregate allocations of Losses under this Section 6.1(c)(i) equal
to their aggregate allocations of Profits under Section 6.1(b)(ii).




(ii)           
Second, to the Members, in proportion to the Adjusted Capital Account Balances,
until the Adjusted Capital Account Balances of all Members have been reduced to
zero (0).


-31-


(iii)           Third,
eighty-eight percent (88%) to the Members holding Class A Interests in
proportion to their Class A Percentages and twelve percent (12%) to the Members
holding Class B Interests in proportion to their Class B
Percentages.




(d)           Allocations
Override.  Notwithstanding Section 6.1(b) or (c), Profits
and Losses (or individual items of any of the foregoing) for any Fiscal Period
shall be allocated, to the greatest extent possible, among the Members such that
the positive balances of the Capital Account of each Member (less such Member's
share of Minimum Gain and Member Nonrecourse Debt Minimum Gain) after such
allocation will be equal to the amounts that would have been distributed to such
Member if the Company liquidated after selling all of its assets for their Gross
Asset Values at the end of such Fiscal Period and made liquidating distributions
in accordance with the provisions of Section 7.1.  Notwithstanding the
preceding sentence, (i) no allocation will be made pursuant to this
Section 6.1(d) to a Qualified Organization Member (as such term is defined
below) that would result in such Qualified Organization Member's share of
Profits for any Fiscal Period exceeding its “fractions rule percentage” as
defined in Regulations Section 1.514(c)-2(c)(2), and (ii) no allocation
will be made pursuant to this Section 6.1(d) that would cause the Company's
allocations to fail to meet the "substantial economic effect" requirement of
Code Section 704(b)(2).  For purposes of this Section 6.1(d), the
term “Qualified Organization Member” means a Member that is a “qualified
organization” (as such term is defined in Code Section 514(c)(9)(C)) or a Member
with respect to which a qualified organization directly or indirectly holds an
economic interest (other than through an entity treated as a corporation for
federal income tax purposes).




Section
6.2            Adjustments and Special
Allocations .  Any
allocation pursuant to Section 6.1 will, however, be subject to any adjustment
required to comply with Regulations Sections 1.704-1 and 1.704-2, including,
without limitation, the following adjustments and special allocations which
shall be made in the following order of priority and prior to any allocation
under Section 6.1:




(a)           Minimum Gain
Chargeback.  Except as otherwise provided in Regulations
Section 1.704-2(f), notwithstanding any other provision of this Article VI, if
there is a net decrease in Minimum Gain during any Fiscal Period, each Member
shall be specially allocated items of income and gain of the Company for such
Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal
to such Member's share of the net decrease in Minimum Gain, determined in
accordance with Regulations Section 1.704-2(g).  Allocations pursuant
to the previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Member pursuant thereto.  The items
to be so allocated shall be determined in accordance with Regulations Sections
1.704-2(f)(6) and 1.704-2(j)(2).  This Section 6.2(a) is intended to
comply with the minimum gain chargeback requirements in Regulations Section
1.704-2(f) and shall be interpreted consistently therewith.




(b)           Member Minimum Gain
Chargeback.  Except as otherwise provided in Regulations
Section 1.704-2(i)(4), notwithstanding any other provision of this Article VI,
if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable
to a Member Nonrecourse Debt during any Fiscal Period, each Member who has a
share of the Member Nonrecourse Debt Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5), shall be specially allocated items of income and gain of the
Company for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in
an amount equal to such Member's share of the net decrease in Member Nonrecourse
Debt, determined in accordance with Regulations Section
1.704-2(i)(4).  Allocations pursuant to the previous sentence shall be
made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto.  The items to be allocated shall be
determined in accordance with Regulations Sections 1.704-2(i)(4) and
1.704-2(j)(2).  This Section 6.2(b) is intended to comply with the
minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and
shall be interpreted consistently therewith.


-32-


(c)           Qualified Income
Offset.  If any Member unexpectedly receives any adjustment,
allocation or distribution described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain of the Company
shall be specially allocated to such Member in an amount and manner sufficient
to eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of such Member as quickly as possible, provided that an
allocation pursuant to this Section 6.2(c) shall be made only if and to the
extent that such Member would have an Adjusted Capital Account Deficit after all
other allocations provided for in this Article VI have been tentatively made as
if this Section 6.2(c) were not in this Agreement.




(d)           Gross Income
Allocation.  If any Member has a deficit Capital Account at the
end of any Fiscal Period or portion thereof in excess of the amount such Member
is deemed obligated to restore pursuant to the penultimate sentences of
Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be
specially allocated items of income and gain in the amount of such deficit as
quickly as possible, provided that an allocation pursuant to this Section 6.2(d)
shall be made only if and to the extent that such Member would have a deficit
Capital Account after all other allocations provided for in this Article VI have
been made as if Section 6.2(c) and this Section 6.2(d) were not in this
Agreement.




(e)           Nonrecourse
Deductions.  Nonrecourse Deductions for any Fiscal Period shall
be specially allocated eighty eight percent (88%) to the holders of Class A
Interests in proportion to their Class A Percentages and twelve percent (12%) to
the holders of Class B Interests in proportion to their Class B
Percentages.




(f)           Member Nonrecourse
Deductions.  In accordance with the principles set forth in
Regulations Section 1.704-2(i), any Member Nonrecourse Deductions of the Company
for any Fiscal Period shall be specially allocated to the Members in accordance
with the ratios in which they potentially bear the economic risk of loss with
respect to such Member Nonrecourse Debt to which such Member Nonrecourse
Deductions are attributable in accordance with the Regulations Section
1.704-2(i).




(g)           Section 754
Adjustments.  To the extent an adjustment to the adjusted tax
basis of any asset, pursuant to Code Section 734(b) or Code Section 743(b), upon
an election pursuant to Code Section 754, is required, pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to 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) and such gain or loss shall be specially
allocated to the Members in accordance with the manner in which their Capital
Accounts are required to be adjusted under Regulations Section
1.704-1(b)(2)(iv)(m).


-33-


Section
6.3            Curative
Allocations .  The
allocations set forth in Sections 6.2(a), 6.2(b), 6.2(c), 6.2(d), 6.2(e),
6.2(f), 6.2(g) and 6.4 (collectively, the "Regulatory
Allocations") are intended to comply with certain requirements of the
Regulations.  It is the intent of the parties to this Agreement that,
to the extent possible, all Regulatory Allocations may be offset either with
other Regulatory Allocations or with special allocations of other items of
income, gain, loss or deduction pursuant to this Section
6.3.  Notwithstanding any other provision of this Article VI (other
than the Regulatory Allocations) to the contrary, the Management Board may in
its reasonable discretion make such offsetting special allocations of income,
gain, loss or deduction in whatever manner it determines appropriate so that,
after such offsetting allocations are made, each Member's Capital Account
balance is, to the extent possible, equal to the Capital Account balance such
Member would have had the Regulatory Allocations not been part of this Agreement
and all Company items were allocated pursuant to Section 6.1.




Section
6.4            Loss
Limitation.




(a)           Notwithstanding
the foregoing provisions of Section 6.1, the Losses allocated pursuant to
Section 6.1 shall not exceed the maximum amount of Losses that can be so
allocated without causing any Member to have an Adjusted Capital Account Deficit
at the end of any Fiscal Period.  Subject to section 6.4(b) in the
event some but not all of the Members would have Adjusted Capital Account
Deficits as a consequence of an allocation of Losses pursuant to Section 6.1,
the limitation set forth in this Section 6.4 shall be applied on a Member by
Member basis in accordance with the positive balances in their Capital Accounts
so as to allocate the maximum permissible Losses to each Member under
Regulations Section 1.704-1(b)(2)(ii)(d).




(b)           In
the event that any Member would have an Adjusted Capital Account Deficit as a
consequence of an allocation of Losses pursuant to Section 6.1(b), the
amount of losses that would be allocated to such Member but for the application
of this Section 6.4(b) shall be allocated to the other Members (in
proportion to their Percentage Interests) to the extent that such allocations
would not cause such other Members to have an Adjusted Capital Account
Deficit.  Any allocation of items of loss pursuant to this
Section 6.4(b) shall be taken into account in computing subsequent
allocations pursuant to Section 6.1(b) and Section 6.1(c), and prior
to any allocation of items in such Sections so that the net amount of any items
allocated to each Member pursuant to Section 6.1(b), Section 6.1(c)
and this Section 6.4(b) shall, to the maximum extent permissible under
Regulations Section 1.704-1(b)(2)(ii)(d), be equal to the net amount that would
have been allocated to each Member pursuant to the provisions of
Sections 6.1(b), 6.1(c) and this Section 6.4(b) if such allocation
under this Section 6.4(b) had not occurred.




Section
6.5            Other Allocation
Rules.




(a)           For
purposes of determining the Profits, Losses or other items allocable to any
Fiscal Period, Profits, Losses and such other items shall be determined on a
daily, monthly or other basis as determined by the Management Board in its
reasonable discretion using any permissible method under Code Section 706 and
the Regulations thereunder.


-34-


(b)           The
Members are aware of the United States federal income tax consequences of the
allocations made by this Article VI and hereby agree to be bound by the
provisions of this Article VI in reporting their shares of income and loss for
income tax purposes.




(c)           Solely
for purposes of determining a Member's proportionate share of the "excess nonrecourse
liabilities" of the Company within the meaning of Regulations Section
1.752-3(a)(3), the Members' interests in the Profits are in proportion to their
Percentage Interests in the Company.




(d)           All
items of income, gain, loss, deduction or credit and any other allocations not
otherwise provided for shall be allocated among the Members as determined by the
Management Board in its reasonable discretion.




(e)           If
a Member Transfers all or a portion of its Percentage Interests during any
Fiscal Period, then Profits, Losses, each item thereof and all other items
attributable to the Transferred Percentage Interests for such Fiscal Period
shall be divided and allocated between the transferor and the transferee by
taking into account their varying interests in the Company during the Fiscal
Period in accordance with Section 706(d) of the Code, using any conventions
permitted by law and reasonably selected by the Management Board.




(f)           These
allocations are intended to comply with the requirements of Section 514(c)(9)(E)
of the Code and shall be interpreted and applied consistently
therewith.  Tax returns for the Company shall be provided to the
Management Board for review before submission, and any reasonable requests by
the Management Board for changes in order to ensure compliance with such
requirements shall be made, provided that such changes shall not result in the
amount of cash or other distributions to any Member being affected or cause a
material adverse tax or other effect for any Member.




Section
6.6           Tax Allocations: Code
Section 704(c).




(a)           For
each Fiscal Year, items of income, deduction, gain, loss and credit shall be
allocated for tax purposes among the Members to reflect equitably the amounts
which have been credited or debited to the Capital Account of each such Member
(for such Fiscal Year and prior Fiscal Years).




(b)          In
accordance with Code Section 704(c) and the Regulations thereunder, items of
income, gain, loss and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the
Members so as to take account of any variation between the adjusted tax basis of
such property at the time of contribution to the Company for federal income tax
purposes and its initial Gross Asset Value at the time of contribution using the
traditional method as described in Regulations Section
1.704-3(b).


-35-


(c)          In
the event the Gross Asset Value of any asset is adjusted in accordance with
paragraph (b) of the definition of Gross Asset Value hereof, subsequent
allocations of items of income, gain, loss, deduction or credit with respect to
such asset shall take into account any variation between the adjusted tax basis
of such asset for federal income tax purposes and its Gross Asset Value in the
same manner as under Code Section 704(c) and the Regulations thereunder and
using the same method set forth in Section 6.6(b).




(d)         Except
as otherwise provided in this Agreement, any elections or other decisions
relating to allocations for tax purposes, basis adjustments or other tax matters
shall be made by the Management Board in its reasonable
discretion.  Allocations pursuant to this Section 6.6 are solely for
purposes of federal, state and local taxes and shall not affect, or in any way
be taken into account in computing, any Member's Capital Account, share of
Profits or Losses, or other items or distributions pursuant to any provision of
this Agreement.




ARTICLE
VII




DISTRIBUTIONS
AND EXPENSES




Section
7.1           Distributions of Net Cash
Flow .  Net
Cash Flow shall be reasonably determined by the Management Board.  At
such time as is determined by the Management Board, distributions of Net Cash
Flow shall (subject to Section 7.4) be distributed  eighty eight
percent (88%) to the Members holding Class A Interests in proportion to their
Class A Percentages and twelve percent (12%) to the Members holding Class B
Interests in proportion to their Class B Percentages.




Section
7.2           Distributions of Net Capital
Proceeds .  Net
Capital Proceeds shall be reasonably determined by the Management
Board.  At such time as is determined by the Management Board,
distributions of Net Capital Proceeds shall (subject to Section 7.4) be made as
follows:




(a)       First,
to the Members holding Class A Interests in proportion to their Class A
Percentages until the Members holding Class A Interests have received aggregate
distributions of Net Capital Proceeds under this Section 7.2(a) equal to their
Capital Contributions.




(b)      Second,
eighty eight percent (88%) to the Members holding Class A Interests in
proportion to their Class A Percentages and twelve percent (12%) to the Members
holding Class B Interests in proportion to their Class B
Percentages.




Section
7.3           Amounts
Withheld .  All
amounts withheld or paid pursuant to the Code or any provisions of state, local
or foreign tax law with respect to any payment, distribution, allocation or
other consideration paid to the Members, including in connection with a
contribution of assets to the Company by a Member, shall be treated as amounts
paid or distributed, as the case may be, to the Members with respect to which
such amount was withheld or paid pursuant to this Section 7.2 for all
purposes under this Agreement.  The Company is authorized to withhold
or pay, when required under applicable law, from payments, distributions, or
other consideration paid to Members, and with respect to allocations to the
Members, and to pay over to any federal, state, local or foreign government any
amounts required to be so withheld or paid pursuant to the Code or any
provisions of any federal, state, local or foreign law, and shall allocate any
such amounts to the Members with respect to which such amounts were withheld or
paid.




-36-


Section
7.4            Expenses .  Except
as otherwise provided in this Agreement, the Company will be responsible for all
third party expenses of the Company.  The Company shall reimburse the
Members in accordance with Section 3.6 above.  Each Member shall
otherwise be responsible for all costs and expenses incurred by such Member,
including, without limitation, fees and expenses of counsel, in connection with
the negotiation, preparation and delivery of this Agreement and the Contribution
Agreement and the transactions contemplated hereby and thereby and in the
performance of its obligations under this Agreement.




Section
7.5            Tax
Distributions .  Notwithstanding
any other provision in this Agreement, the Company shall make distributions to
each Member (to the extent that cash is available for such distributions after
necessary expenses and reserves in accordance with this Agreement and as
otherwise determined by the Tax Matters Member) so that each such Member may pay
its taxes with respect to its share of the taxable income of the Company (other
than income or gain allocable to the Member under Code Section 704(c)) for a
Fiscal Year or other taxable period.  If the Tax Matters Member
determines that enough cash is available for such distributions, then the Tax
Matters Member shall calculate the amount of any such distributions by applying
the highest marginal effective tax rate applicable to an individual residing in
New York, New York to each Member and may make such distributions to the extent
that cash is available.  Any distribution made to a Member pursuant to
this Section 7.4 shall be made as soon as practicable after the end of the
Fiscal Year or other taxable period for which such distribution is being
made.  Any distribution made to a Member pursuant to this Section 7.4
shall reduce the amount distributable to such Member under Section
7.1.




ARTICLE
VIII




OTHER TAX
MATTERS




Section
8.1            Tax Matters
Member .  The
Company and each Member hereby designate Planet Five Member as the "tax matters partner"
in respect of the Company for purposes of Code Section 6231(a)(7) ("Tax Matters
Member").  The Tax Matters Member of the Company
shall:  (a) cause to be prepared and timely filed by the Company all
United States federal, state and local income tax returns of the Company for
each year for which such returns are required to be filed, and (b) determine the
appropriate treatment of each item of income, gain, loss, deduction and credit
of the Company and the accounting methods and conventions under the tax laws of
the United States, the several states and other relevant jurisdictions as to the
treatment of any such item or any other method or procedure related to the
preparation of such tax returns.  Subject to the express provisions of
this Agreement, the Management Board may in its reasonable discretion cause the
Company to make or refrain from making any and all elections permitted by such
tax laws.




-37-




Section
8.2            Furnishing Information to
Tax Matters Member .  Each
Member shall furnish to the Tax Matters Member such information (including
information specified in Code Section 6230(e)) as such Tax Matters Member may,
at its reasonable discretion, request to permit it to provide the Internal
Revenue Service with sufficient information to allow proper notice to the
Members in accordance with Code Section 6223 or any other provisions of the
Code or the published regulations thereunder which require the Tax Matters
Member to obtain information from the Members.




Section
8.3            Tax Claims and
Proceedings .  In
respect of any income tax audit of any tax return of the Company, the filing of
any amended return or claim for refund in connection with any item of income,
gain, loss, deduction or credit reflected on any income tax return of the
Company, or any administrative or judicial proceedings arising out of or in
connection with any such audit, amended return, claim for refund or denial of
such claim, (a) all expenses reasonably incurred by the Tax Matters Member in
connection therewith shall be expenses of the Company, (b) in any material
proceeding the Tax Matters Member shall promptly take such action as may be
necessary to cause each of the other Members to become a "notice partner"
within the meaning of Code Section 6231(a)(8), (c) in any material
proceeding the Tax Matters Member shall furnish to the other Members a copy of
all material notices or other written communications received by the Tax Matters
Member from the Internal Revenue Service (except such notices or communications
as are sent directly to the Members), and (d) in any material proceeding the Tax
Matters Member shall notify the other Members of all material conversations it
has with the relevant taxing authority and shall keep the other Members
reasonably informed of all material matters which may come to its attention in
its capacity as Tax Matters Member.




Section
8.4            Books and
Records .  In
accordance with Section 608.4101 of the Act, the Management Board shall keep
separate and distinct records for the Company.  The books and records
of the Company shall reflect all Company transactions and shall be appropriate
and adequate for the Company's business.  The books and records of the
Company shall include a record of each transfer of Percentage
Interests.  Financial and tax reporting shall be done on a Fiscal Year
basis, unless otherwise determined by the Tax Matters Member in accordance with
this Agreement.  All books and records of the Company shall be
maintained at any office of the Company or at the Company's principal place of
business in the United States, and each Member, and any duly authorized
representative, shall have access to them at such office of the Company and the
right to inspect and copy them at reasonable times.  The Company's
books of account shall be kept on an accrual basis or as otherwise provided by
the Management Board and otherwise in accordance with generally accepted
accounting principles, consistently applied, except that for income tax purposes
such books shall be kept in accordance with applicable tax accounting principles
(including the Regulations).




Section
8.5            Survival .  The
provisions of this Article VIII shall survive the termination of the Company (as
well as any termination, purchase or redemption of any Member's interest in the
Company for any reason whatsoever), and shall remain binding on the Members and
all former Members for a period of time necessary to resolve with the
appropriate taxing authorities any and all material matters regarding the
taxation of the Company and its Members by reason of their Percentage
Interests.


-38-


Section
8.6            Activities Outside of the
United States .  The
provisions of this Article VIII shall be applicable, to the maximum extent
possible, with respect to tax matters involving the Company's activities outside
of the United States.




Section
8.7            Cooperation on Tax
Matters.  Each of the parties to this Agreement do hereby
mutually agree to cooperate with the other to minimize any taxation to the
Company and its Members.




ARTICLE
IX




REPRESENTATIONS
AND WARRANTIES




Section
9.1            Representations and
Warranties of Members .  Each
of the Members and each of the Parent Entities hereby represents and warrants to
the Company and to each of the other Members and the other Parent Entity, as of
the date hereof, and each other Member hereby represents to the Company and to
each of the other Members as of the date of the Instrument of Accession of such
Member, that:




(a)  (i)  If
it is a corporation, a limited liability company or limited partnership, it is
duly incorporated or otherwise duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization, and if it is a partnership, it is validly constituted and not
dissolved, and, in each case, has the power and lawful authority to own its
assets and properties and to carry on its business as now
conducted.




(ii)           If
it is an individual, it has all requisite legal capacity, power and legal right
to acquire and hold the Percentage Interests.




(b)           It
has the full right, power and authority to enter into, execute and deliver this
Agreement and to perform fully its obligations hereunder.  This
Agreement has been fully executed and delivered by such Member and, assuming the
due execution and delivery by the other parties, constitutes the valid and
binding obligation of such Member, enforceable in accordance with its terms,
except as (i) such enforceability may be limited by bankruptcy, reorganization
or moratorium or other similar laws affecting the enforcement of creditors'
rights generally and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability.




(c)           No
approval or consent of any governmental authority or of any other Person is
required in connection with the execution and delivery by it of this Agreement
and the consummation and performance by such member of the transactions
contemplated hereunder, except such as have been obtained and are in full force
and effect.




(d)           The
execution and delivery of this Agreement by each Member, the consummation of the
transactions contemplated hereunder and the performance by such Member of its
obligations under this Agreement, in accordance with the terms and conditions
hereof, will not conflict with or result in the breach or violation of any of
the terms or conditions of, or constitute (or with notice or lapse of time or
both would constitute) a default under, (i) the certificate of incorporation,
by-laws, certificate of formation, limited liability company agreement or other
constitutive documents of such Member, (ii) any instrument or contract to which
such Member is a party or by or to which it or its assets or properties are
bound or subject or (iii) any statute or any regulation, order, judgment or
decree of any governmental authority, except, in each case, for such breaches
violations or defaults that would not, individually or in the aggregate,
materially impair the ability of such Member to perform its obligations
hereunder.


-39-


(e)           It
understands that there are substantial risks to an investment in the Company and
it has both the sophistication to be able to fully evaluate the risk of an
investment in the Company and the capacity to protect its own interests in
making such investment.  Such Member fully understands and agrees that
the investment in the Company is an illiquid investment.




(f)  (i)  In
the case of each Member that is not an individual, it is a QIB or an "accredited investor"
within the meaning of the Securities Act and is able to bear the economic risk
of such an investment in the Company for an indefinite period of time, that it
has no need for liquidity of this investment and it could bear a complete loss
of this investment and either (i) a "qualified purchaser"
within the meaning of the Investment Company Act or (ii) if the Member is an
entity formed and is being utilized primarily for the purpose of making an
investment in the Company, each beneficial owner of such Member's securities is
such a qualified purchaser.




(ii)           In
the case of each Member that is an individual, it is an "accredited investor"
within the meaning of the Securities Act and is able to bear the economic risk
of such an investment in the Company for an indefinite period of time, that it
has no need for liquidity of this investment and it could bear a complete loss
of this investment.




(iii)           It
is acquiring its Percentage Interests for investment solely for such Member's
own account and not for distribution, transfer or sale to others in connection
with any distribution or public offering.  It understands that,
irrespective of whether or not the Percentage Interests might be deemed "securities" under
applicable laws, the Company is not obligated to register any Percentage
Interests for resale under the Securities Act or any applicable state securities
laws.




(g)          It
specifically understands and agrees that no other Member, has made nor will make
any representation or warranty with respect to the worthiness, terms, value or
any other aspect of the Company or the Percentage Interests and it explicitly
disclaims any warranty, express or implied, with respect to such
matters.  In addition, such Member specifically acknowledges,
represents and warrants that (i) it is not relying on any other Member, for its
own due diligence concerning, or evaluation of, the Company or any related
transaction and (ii) that it is not relying on any other Member with respect to
tax and other economic considerations involved in an investment in the
Company.




(h)          No
broker, investment banker, financial advisor or other Person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the Company based upon arrangements made by or on behalf of such
Member.




Section
9.2            ERISA
Representation .  Each
Member represents, warrants and covenants to each other Members and to the
Company that no portion of the assets being used by it to purchase and hold its
Percentage Interests constitute assets of a plan within the meaning of Section
3(32) of ERISA.




-40-




Section
9.3           Planet Five
Properties. The Planet Five group represents and warrants to the
Non-Operating Members that the aggregate Net Asset Values of all of the Planet
Five Properties as at the Effective Date will be not less than One Hundred
Million ($100,000,000) Dollars.




Section
9.4            Survival .  The
representations and warranties of the Members contained in this Agreement shall
survive the Closing Date solely for purposes of Article XI.




ARTICLE
X




DISSOLUTION
AND TERMINATION OF THE COMPANY




Section
10.1          Dissolution .  The
Company shall be dissolved and its affairs shall be wound up
upon:  (a) the unanimous vote of all the Members of the Company or (b)
the entry of a decree of judicial dissolution pursuant to Section 608.441
of the Act.




Section
10.2          Continuation of Interest of
Member's Representative .  Notwithstanding
anything contained herein, upon the expulsion, receivership, dissolution or
Bankruptcy of a Member, the personal representative, trustee-in-bankruptcy,
debtor-in-possession, receiver, other representative, successor, heir or legatee
(each a "Representative") of
such Member shall, subject to the provisions of 5.1, immediately succeed to the
Percentage Interests of such Member.  Such Representative shall
appoint an individual (which may be such Representative) who will represent the
Representative's voting interest, if any, in the Company (the "Voting
Representative").




Section
10.3          Dissolution, Winding Up and
Liquidation.




(a)           Upon
the dissolution of the Company, the Company shall continue solely for purposes
of winding up its affairs in an orderly manner, liquidating its assets, and
satisfying claims of its creditors.  The liquidator of the Company
shall take full account of the Company's liabilities and property and shall
cause the property or the proceeds from the sale thereof, to the extent
sufficient therefor, to be applied and distributed, to the maximum extent
permitted by law, in the following order:




(i)           first,
to creditors (including Members who are creditors) in satisfaction of all of the
Company debts and other liabilities, including the expenses of the winding-up,
liquidation and dissolution of the Company (whether by payment or the making of
reasonable reserves to provide for payment thereof); and


-41-


(ii)           second,
to the Members of the Company in accordance with their positive Capital Account
balances and after crediting each Member’s Capital Account with its share of
Profits and Loss through the date of dissolution, including gain or loss from
dissolving events.




(b)          Distributions
pursuant to this Section 10.3 shall be made no later than the end of the Fiscal
Year during which the Company is liquidated (or, if later, 90 days after the
date on which the Company is liquidated).




Section
10.4         Member
Bankruptcy.




(a)           Notwithstanding
any other provision of this Agreement, the Bankruptcy of a Member shall not
cause the Member to cease to be a member of the Company and upon the occurrence
of such an event, the Company shall continue without dissolution.




(b)           Notwithstanding
any other provision of this Agreement, each of the Member waives any right it
might have to agree in writing to dissolve the Company upon the Bankruptcy of
the Member, or the occurrence of an event that causes the Member to cease to be
a member of the Company.




ARTICLE
XI




INDEMNIFICATION
AND CONTRIBUTION




Section
11.1          Indemnity by the
Company .  Subject
to the provisions of Section 11.4, the Company shall indemnify any Person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that such Person is or was a Member,
Officer, director, controlling person, employee, legal representative or agent
of the Company, or is or was serving at the request of the Company as manager,
director, officer, partner, member, shareholder, controlling person, employee,
legal representative or agent of another limited liability company, partnership,
corporation, joint venture, trust or other enterprise (an "Indemnified Person"),
from and against any and all claims, actions, suits, proceedings, liabilities,
obligations, losses, damages, judgments, fines, penalties, amounts paid in
settlement, interest, costs and expenses (including reasonable attorney's and
accountant's fees, court costs and other out-of-pocket expenses actually and
reasonably incurred in investigating, preparing or defending the foregoing)
(including any such brought by or in the right of the Company) suffered or
incurred by such Indemnified Person while serving in such capacity or that
otherwise in any way relate to or arise out of any action or inaction by such
Indemnified Person or the Company (collectively, "Indemnifiable
Losses"), if such Indemnified Person acted in good faith and in a manner
that such Indemnified Person reasonably believed to be in or not opposed to the
best interests of the Company and not in violation of this Agreement, and, with
respect to a criminal action or proceeding, had no reasonable cause to believe
such Person's conduct was unlawful; provided, that shall
have no obligation to indemnify or defend hereunder to the extent such action,
suit or proceeding arises from fraud, willful misconduct or gross negligence on
the part of such Indemnified Person.  Indemnifiable Losses will be
reasonably allocated by the Management Board.


-42-


Section
11.2          Exculpation .  No
Indemnified Person shall be liable to any Member or the Company for any act or
failure to act on behalf of the Company, unless such act or failure to act
resulted from fraud, willful misconduct or gross negligence of the Indemnified
Person.  Each Indemnified Person may consult with legal counsel and
accountants in respect of Company affairs and shall be fully protected and
justified in any action or inaction which is taken in accordance with the advice
or opinion of such counsel or accountants.




Section
11.3          Expenses .  Any
indemnification under Section 11.1, as well as the advance payment of expenses
permitted under Section 11.4 shall be made by the Company to the fullest extent
permitted under the Act.




Section
11.4          Advance Payment of
Expenses .  The
expenses of any Member incurred in defending a civil or criminal action, suit or
proceeding may be paid by as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of such Member (in form and substance, from an indemnitor,
reasonably satisfactory to all of the Members), to repay the amount if it is
ultimately determined by a court of competent jurisdiction that such Member is
not entitled to be indemnified by the Company.  The provisions of this
Section 11.4 do not affect and shall not be deemed exclusive of any other
rights, including, without, limitation, any rights to indemnification or
advancement of expenses to which any such Indemnified Person other than the
Members may be entitled under any contract, pursuant to approval of the Members,
or otherwise by law.




Section
11.5          Beneficiaries .  The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this Article XI continues for a Person who has ceased to be a
Member, officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such Person.




Section
11.6          Indemnification Procedure
for Third Party and Other Claims .  A
party against whom indemnification is sought under this Agreement (the "Indemnifying Party")
shall have the right, but not the obligation, exercisable by written notice to
the Person seeking such indemnification hereunder (the "Indemnified Party")
within 30 days after receipt of  written notice from the Indemnified
Party of the commencement of or assertion of any claim, action, suit or
proceeding by a third party in respect of which indemnity may be sought
hereunder (a "Third
Party Claim"), to assume the defense and control the settlement of such
Third Party Claim that (a) involves (and continues to involve) solely money
damages or (b) involves (and continues to involve) claims for both money damages
and equitable relief against the Indemnified Party that cannot be severed, where
the claims for money damages are the primary claims asserted by the third party
and the claims for equitable relief are incidental to the claims for money
damages. The Indemnified Party shall have the right to assume the defense and
control the settlement of any Third Party Claim (i) not described in clauses (a)
or (b) of the preceding sentence or (ii) described in clauses (a) or (b) of the
preceding sentence whose defense and control of settlement has not been assumed
by the Indemnifying Party.  The Indemnifying Person or the Indemnified
Party, as the case may be, shall have the right to participate in (but not
control), at its own expense, the defense of any Third Party Claim that the
other is defending, as provided in this Agreement.  The Indemnifying
Party, if it has assumed the defense of any Third Party Claim as provided in
this Agreement, shall not consent to a settlement of, or the entry of any
judgment arising from, any such Third Party Claim without the Indemnified
Party's prior written consent (which consent shall not be unreasonably
withheld).  The Indemnifying Party shall not, without the Indemnified
Party's prior written consent, enter into any compromise or settlement which (A)
commits the Indemnified Party to take, or to forbear to take, any action or (B)
does not provide for a complete release by such Third Party of the Indemnified
Party. The Indemnified Party shall have the sole and exclusive right to settle
any Third Party Claim, on such terms and conditions as it deems reasonably
appropriate, to the extent such Third Party Claim involves equitable or other
non-monetary relief against the Indemnified Party, and shall have the right to
settle any Third Party Claim involving money damages for which the Indemnifying
Party has not assumed the defense pursuant to this Section 11.6 with the written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed.


-43-


Section
11.7          Other
Claims .  In
the event an Indemnified Party shall claim a right to payment pursuant to this
Agreement for other than a Third Party Claim, such Indemnified Party shall send
written notice of such claim to the Indemnifying Party.  Such notice
shall specify the basis for such claim.  As promptly as possible after
the Indemnified Party has given such notice, the Indemnified Party and the
Indemnifying Party shall attempt to resolve such claim by mutual agreement
before resorting to other legal means to resolve such claim.




Section
11.8         Limitation on
Damages .  Notwithstanding
anything contained in this Agreement to the contrary, no party shall be liable
to the other party for any indirect, special, punitive, exemplary or
consequential loss or damage (including any loss of revenue or profit) arising
out of this Agreement including, without limitation, in respect of any breach by
any Member of this Agreement; provided, that the
foregoing shall not be construed to preclude recovery by the Indemnified Party
in respect of Indemnifiable Losses directly incurred from Third Party
Claims.  Any Indemnified Person shall take commercially reasonable
actions to mitigate his, her, its or their damages.  The obligation of
any Member to indemnify any Person(s) pursuant to this Agreement is limited, in
the aggregate for all claims, to such Member's Percentage Interests, and no
Person claiming indemnification or otherwise making any claim against a Member
shall have recourse against such Member for any deficiency; provided, however,
that in the event that a Member's Percentage Interests are less than such
Member's Initial Capital Contribution (as a result of distributions made in
respect of such Percentage Interests in accordance with Article XI of this
Agreement), the indemnifying Member shall be obligated to pay any such
deficiency to the extent of the difference between its Initial Capital
Contribution and its Percentage Interests.




ARTICLE
XII




MISCELLANEOUS
PROVISIONS




Section
12.1          Entire
Agreement .  As
of the Effective Date, this Agreement and the Contribution Agreement constitute
the complete and exclusive statement of the agreement among the Members with
respect to the subject matter contained herein and therein.  As of the
Effective Date, this Agreement and the Contribution Agreement replace and
supersede all prior agreements by and among the Members (including the Letter
Agreement) with respect to the subject matter contained herein and therein;
provided,
that the provisions of Section 3.1 of the Letter Agreement shall remain
in full force and effect until consummation of the Reverse Takeover
Transaction.


-44-


Section
12.2          Amendments; Waivers .  Except
as otherwise provided in this Agreement and as otherwise set forth in this
Section 12.2, this Agreement may be amended or waived by the vote of a majority
of the members of the Management Board; provided however that this
Agreement shall not be amended or waived in the event that such amendment or
waiver would adversely affect a Member's Percentage Interests under this
Agreement in a disproportionate manner from the effect of such amendment or
waiver on the other holders of such Percentage Interests without the consent of
such Member.




Section
12.3          Applicable Law;
Venue.




(a)           The
Certificate of Formation and this Agreement shall be governed exclusively by
their respective terms and the laws of the State of Florida, without regard to
the conflicts of laws principles thereof.




(b)           Any
legal action or proceeding with respect to this Agreement and any action for
enforcement of any judgment in respect thereof may be brought in the courts of
the State of Florida or of the United States of America for the Southern
District of Florida, and, by execution and delivery of this Agreement, each
Member hereby accepts for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and the
appellate courts thereof.  Each Member irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to such party at the address for notices set forth
herein.  Each Member hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement brought in
the courts referred to above and hereby further irrevocably waives and agrees
not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient
forum.




Section
12.4          Enforcement .  In
the event of an action, suit or proceeding initiated by one Member against
another Member involving the enforcement of its rights hereunder, the prevailing
party shall be entitled to indemnification from the other party of reasonable
attorneys' fees and expenses incurred in enforcing its rights in such action,
suit or proceeding.




Section
12.5          Headings .  The
headings in this Agreement are inserted for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent or intent of
this Agreement or any provisions contained herein.




Section
12.6          Severability .  If
any provision of this Agreement or the application thereof to any Person or
circumstance shall be deemed invalid, illegal or unenforceable to any extent,
the remainder of this Agreement and the application thereof shall not be
affected and shall be enforceable to the fullest extent permitted by
law.




Section
12.7          Counterparts .  This
Agreement may be executed in several counterparts with the same effect as if the
parties executing the several counterparts had all executed one
counterpart.


-45-


Section
12.8          Filings .  Following
the execution and delivery of this Agreement, representatives of the Company,
shall promptly prepare any documents required to be filed and recorded under the
Act, and such representatives shall promptly cause each such document to be
filed and recorded in accordance with the Act and, to the extent required by
local law, to be filed and recorded or notice thereof to be published in the
appropriate place in each jurisdiction in which the Company may hereafter
establish a place of business.  Such representatives, under shall also
promptly cause to be filed, recorded and published such statements of fictitious
business name and any other notices, certificates, statements or other
instruments required by any provision of any applicable law of the United States
or any state or other jurisdiction which governs the conduct of its business
from time to time.




Section
12.9          Additional
Documents .  Each
Member agrees to perform all further acts and to execute, acknowledge and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.




Section
12.10        Notices .  All
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile) and shall be effective and deemed delivered or
given, as the case may be, (a) if given by facsimile, when transmitted and the
appropriate confirmation is received from the machine transmitting such
facsimile, and followed by hard copy via overnight mail or reputable overnight
courier for receipt the next Business Day, (b) if given by reputable overnight
courier, on the next Business Day, (c) by hand delivery, when delivered or (d)
if mailed, on the second Business following the day on which sent by first class
mail:




If
      to the Company, addressed as follows:Gerova
      Real Estate Group LLC
                  -and-
                  Gerova
      Real Estate Group LLCMetropolitan
      House
                  
                  900
      Regency Square Blvd20
      Brindley Road
                  
                  No.
      200Manchester
      M16 9HQ
                  
                  Jacksonville,
      FL 32211United
      Kingdom
                  
                  Attn:
      Paul Rohan, ManagerAttention:
      Gary T. Hirst, President
                  
                  Tel:Tel:  011-44-161-866-4764
                  
                  email:  prohan246@aol.com:email:  gary@gerova.comwith
      a copy to:
                  
                  with
      a copy to:Hodgson
      Russ LLP
                  
                  Gregory
      L. Laubach1540
      Broadway, 24th
      Floor
                  
                  3
      Savannah CourtNew
      York, New York 10036
                  
                  Bethesda,
      MD 20817Attention:
      Stephen A. Weiss
                  
                  Tel:  (202)
      438-5188Tel:
      (212) 751-4300
                  
                  email:
      glaubach@planet5llc.comemail:  sweiss@hodgsonruss.com





If to a
Member, at the address or facsimile number set forth in a schedule filed with
the records of the Company or such other address or facsimile number as such
Member may hereafter specify to the Management Board, who shall so notify the
other Members.


-46-


Section
12.11        Waiver of Right to Partition
and Bill of Accounting .  To
the fullest extent permitted by applicable law, each Member covenants that it
will not, and hereby waives any right to, file a bill for partnership
accounting.  Each Member irrevocably waives any right that it may have
to maintain any action for dissolution of the Company (unless the Company is
dissolved pursuant to Section 10.1) or partition with respect to any of the
assets of the Company.




Section
12.12        Confidentiality; Press
Releases .  Each
Member shall keep confidential all information of a confidential nature obtained
pursuant to this Agreement, except that a Member shall be entitled to disclose
such confidential information to (a) its lawyers, accountants and other service
providers as reasonably necessary in the furtherance of such Member's bona fide
interests, as otherwise required by law or judicial process and to comply with
reporting requirements, and to potential transferees of its Percentage Interests
provided that such potential transferees enter into customary confidentiality
agreements, with the Company expressly stated therein to be a third party
beneficiary thereof and (b) its investors provided that such investors are
subject to confidentiality obligations.  No Member shall publicly make
any public announcements regarding this Agreement or the Company or its
business; provided, however, each Member
may consult with and obtain the approval of the other Members before issuing a
press release or other public announcement with respect to this Agreement and
may issue a press release or make a public announcement following such
consultation and approval.




Section
12.13        Uniform Commercial
Code .  The
Percentage Interests shall constitute a "security" within the meaning of, and
governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8
102(a)(15) thereof) as in effect from time to time in the State of Florida, and
(ii) Article 8 of the Uniform Commercial Code of any other applicable
jurisdiction that now or hereafter substantially includes the 1994 revisions to
Article 8 thereof as adopted by the American Law Institute and the National
Conference of Commissioners on Uniform State Laws and approved by the American
Bar Association on February 14, 1995.




Section
12.14        DISCLOSURES .  THE
INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.  THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND SUCH LAWS PURSUANT TO EXEMPTION FROM REGISTRATION
THEREUNDER.  THERE WILL NOT BE ANY PUBLIC MARKET FOR THE
INTERESTS.  IN ADDITION, THE TERMS OF THIS AGREEMENT RESTRICT THE
TRANSFERABILITY OF INTERESTS.




[The
remainder of the page is intentionally left blank]


-47-


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement, effective as of the date first
above written.




PLANET
      FIVE AT GEROVA LLCBy:Name:  Paul
      RohanTitle:   
      ManagerROBERT
      V. WILLISONGEROVA
      FINANCIAL GROUP, LTD.By:Name:
      Michael HlavsaTitle: 
       Chief Financial Officer_____________________________,
      LLCBy:Name:
      ______________Title:  
      ManagerPLANET
      FIVE DEVELOPMENT GROUP LLCBy:Name:  Paul
      Rohan,Title:   
      Managing
Member









Page





SCHEDULE
I




Schedule
of Members





Name
                  
                  Initial Capital
                    Contribution
                  
                  Total Capital
                    Contributions(including
                    Schedule II
                  
                  Percentage
                    InterestsPlanet
      Five at GEROVA LLC
                  
                  $
                  3,900
                  
                  
                  
                  
                  39
                  %Gerova
      Financial Group, Ltd.
                  
                  $
                  4,900
                  
                  
                  
                  
                  49
                  %Robert
      Willison (2)
                  
                  
                  1,000
                  
                  
                  
                  
                  10
                  %_____________________,
      LLC (2)
                  
                  $
                  200
                  
                  
                  
                  
                  2
                  %







(1)
            Class
      A Interests.


(2)
            Class
      B Interests.







Page





SCHEDULE
II




Schedule
of Investment Properties





Appendix
A – Gerova Real Estate Portfolio







Page





SCHEDULE
II




Schedule
of Investment Properties





Appendix
B -  Planet Five Properties







Page





EXHIBIT
A




Contribution
Agreement







Page





Exhibit
B





INSTRUMENT
OF ACCESSION




The
undersigned, ___________________________, as a condition precedent to becoming
the owner or holder of record of Percentage Interests of Net Five Holdings, LLC,
a Florida limited liability company (the "Company"), hereby
agrees to become a Member under, party to and bound by that certain Operating
Agreement dated as of May 26, 2010 (the "Operating Agreement")
by and among the Company and the Members of the Company.  This
Instrument of Accession shall take effect and shall become an integral part of
the said Operating Agreement immediately upon execution and delivery to the
Company of this Instrument.




IN
WITNESS WHEREOF, the undersigned has caused this INSTRUMENT OF ACCESSION to be
signed as of the date below written.




Signature:Address:Date:




Accepted:By:Date: