2017-04-07 Amended Complaint 2017-00817

VIRGINIA:
7-n
IN THE CIRCUIT COURT FOR FAIRFAX COUNTt' 7 D .G
) (.
7
MRP UO PARTNERS, LLC, aL, ) \
S
)
Plaintiffs, )
)
V. ) Case No. 2017-00817
)
RAYMOND RAHBAR, JR., ^ aL, )
)
Defendants. )
AMENDED COMPLAINT
Plaintiffs MRP UO Partners, LLC (MRP UO) and Harris UO Investors, LLC (Harris
UO), suing both individually and derivatively on behalf of and for the benefit of Nominal
Defendant MakeOffices, LLC (MakeOffices or the Company), by counsel, hereby file this
Amended Complaint against Defendants Raymond Rahbar, Jr.; Iz Best Bro LLC ( IBB ), Best
Inbestuhment, LLC; Chris Junior; Mahrou Rahbar; Raymond Rahbar, Sr.; Jaimie Shapiro; Eric
Raezer; Reid Fetters; Brian Bharwani; Raezer and Fetters, LLC, Raezer Construction, LLC, and
Raezer Sponsors LLC (collectively, the Raezer Entities); and American Majestic Construction
L.L.C., alleging as follows:
NATURE OF THE CASE
1. This action arises from the mismanagement, misconduct, misappropriation of
Company funds, and breaches of the Company operating agreement by Defendant Raymond
Rahbar, Jr. (Rahbar), the Companys former Chief Executive Officer and Treasurer, and
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numerous persons and entities associated with the Company and/or Rahbar. MakeOffices is a
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North Tower - Suite 200
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Virginia company that leases office space in order to sublease portions of the space to companies
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and individuals on a temporary basis. Plaintiffs are Members of the Company and control a
majority of its Board, having the right to appoint two of its three Directors (i.e...., the MRP
Director and Harris Director). The third Director on the Board is controlled by Defendant Iz
Best Bro LLC, an entity owned and controlled by Rahbar. Rahbar has acted as the CEO and
Treasurer of MakeOffices since its formation in 2011.
2. Plaintiffs recently learned that Rahbar has been grossly mismanaging the
Company in numerous ways, including by misappropriating millions of dollars of Company
funds. Rahbar has used Company funds for his own personal gain by, for example, (1) diverting
to himself and his longtime friend, Defendant Eric Raezer, more than $600,000 in lease
commissions from MakeOfficess tenant broker, Avison Young, that should have been paid
directly to the Company pursuant to profit-sharing agreements with Avison Young; (2) falsifying
Company records and bank documents to inflate the build-out costs of its locations by at least
hundreds of thousands of dollars, in order to capture the inflated funds for personal use;
(3) taking more than $715,000 from the Company in the form of distributions to IBB even
though the terms of the Companys operating agreement prohibited the distributions, and while
making only nominal distributions to other Members and no distributions at all to Plaintiffs,
(4) making a sham agreement for the Company, including falsifying the notary seal on the
agreement, to pay Rahbars friend, Defendant Raezer, $1 million for purported consulting
services that Raezer never actually provided to the Company a substantial part of which was
immediately paid back to Rahbar directly; (5) wasting hundreds of thousands of dollars of
Company funds on excessive and unnecessary travel and entertainment that were not legitimate
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KattenMuchinRosenman llp business expenses, including a trip to the Redskins game in London; (6) failing to account for
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tenant broker, Avison Young; (7) diverting company funds on deposit at EagleBank to accounts
Rahbar set up at other financial institutions and creating special purpose entities outside of the
Companys ordinary course of business without seeking or obtaining the approval of the Board
of Directors, which placed the Company in technical default of its loan obligations with
EagleBank; (8) retaining his personal accountant to falsely validate (without any actual audit or
review) the financial statements of the Company in response to requests by prospective landlords
for verification of the Companys financial status; and (9) frequently writing checks totaling in
the hundreds of thousands of dollars without explanation, notice, or board approval for personal
benefits unrelated to Company business, including repayment of Rahbars student loans.
i. To protect the Company and their own investments in it, Plaintiffs, representing a
majority of the Board and acting through the MRP Director and Harris Director, voted to remove
Rahbar as CEO and Treasurer in accordance with the removal procedures of the Company s
operating agreement (defined below). However, Rahbar has defied the Board s action, has
refused to relinquish his positions as CEO and Treasurer; and now claims that, months prior, he
secretly appointed two shadow directors to the Board, his friend. Defendant Raezer, and
Defendant Jaimie Shapiro, in an attempt to divest Plaintiffs of their majority vote on the Board.
Rahbar has also orchestrated a campaign to deny Plaintiffs access to the books and records of the
Company as well as to those held by third parties including various banks, in order to prevent
Plaintiffs from discovering the full extent of his misconduct.
4. Rahbars conduct is part of a desperate and transparent scheme to retain control of
the Company so as to cover up years of mismanagement and financial impropriety and to

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KattenMuchInRosenman llp maintain his lavish lifestyle that is paid for with misappropriated Company funds. As further
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explained below, the other Defendants named herein all have actively participated in various
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aspects of Rahbars schemes and wrongfully benefitted from them. Plaintiffs bring this action to
enforce the terms of the Companys operating agreement, to recover all misappropriated
Company funds, and to recover damages for the harm Defendants misconduct caused to the
Company and to Plaintiffs individually.
PARTIES
5. Plaintiff MRP UO Partners, LLC is a limited liability company organized and
existing under the laws of Virginia, with its principal place of business located in the District of
Columbia, and which regularly conducts business in the Commonwealth of Virginia.
6. Plaintiff Harris UO Investors, LLC is a limited liability company organized and
existing under the laws of Maryland, with its principal place of business located in Bethesda,
Maryland, and which regularly conducts business in the Commonwealth of Virginia.
7. Nominal Defendant MakeOffices, LLC is a limited liability company organized
and existing under the laws of Virginia, with its principal place of business located m the
Commonwealth of Virginia, and which regularly conducts business in the Commonwealth of
Virginia.
8. Defendant Raymond Rahbar, Jr. is a citizen of the Commonwealth of Virginia,
believed to reside at 2250 Clarendon Boulevard, Unit 1605, Arlington, Virginia.
9. Defendant Iz Best Bro LLC is a limited liability company organized and existing
under the laws of Virginia, with its principal place of business located in McLean, Virginia, and
which regularly conducts business in the Commonwealth of Virginia. At all relevant times,
Rahbar has controlled the business and financial affairs of IBB; indeed, IBB is Rahbars alter
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ego.
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10. Defendant Best Inbestuhment, LLC is a limited liability company organized and
existing under the laws of Virginia, with its principal place of business located in McLean,
Virginia, and which regularly conducts business in the Commonwealth of Virginia. At all
relevant times, Chris Junior has controlled the business and financial affairs of Best
Inbestuhment, LLC; indeed, Best Inbestuhment, LLC is Chris Juniors alter ego.
11. Defendant Chris Junior is a citizen of the Commonwealth of Virginia, who
regularly conducts business in the Commonwealth of Virginia. Mr. Junior reportedly is one of
the co-founders of MakeOffices.
12. Defendant Mahrou Rahbar is a citizen of the Commonwealth of Virginia, believed
to reside at 10110 Nedra Dr., Great Falls, Virginia. She is Rahbars mother.
13. Defendant Raymond Rahbar, Sr. is a citizen of the Commonwealth of Virginia,
believed to reside at 10110 Nedra Dr., Great Falls, Virginia. He is Rahbar s father.
14. Defendant Jaimie Shapiro is a citizen of the District of Columbia, who regularly
conducts business in the Commonwealth of Virginia. Shapiro serves as general counsel to
MakeOffices and is one of the individuals that Rahbar unilaterally and improperly attempted to
appoint to the Board of Directors, as more fully described below.
15. Defendant Eric Raezer is a citizen of the Commonwealth of Virginia, who
regularly conducts business in the Commonwealth of Virginia. Mr. Raezer is one of the original
founders of MakeOffices and one of the individuals that Rahbar unilaterally and improperly
attempted to appoint to the Board of Directors, as more fully described below.
16. Defendant Reid Fetters is a citizen of the Commonwealth of Virginia, believed to

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KattenMuchinRosenman llp reside at 2201 Wilson Boulevard, Arlington, Virginia. Mr. Fetters serves as the Chief Real
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17. Defendant Brian Bharwani is a citizen of the Commonwealth ot Virginia, who
regularly conducts business in the Commonwealth of Virginia. Mr. Bharwani served as the
Chief Financial Officer of MakeOffices until recently, when he abruptly resigned his position
without explanation.
18. Defendant Raezer and Fetters, LLC is a limited liability company organized and
existing under the laws of Virginia, with its principal place of business located m Tysons Corner,
Virginia, and which re; iularly conducts business in the Commonwealth of Virginia. At all
relevant times, Eric Raezer and/or Rahbar have controlled the business and financial affairs of
Raezer and Fetters, LLC; indeed, Raezer and Fetters, LLC is Eric Raezers and/or Rahbars alter
ego.
19. Defendant Raezer Construction, LLC is a limited liability company organized and
existing under the laws of Virginia, with its principal place of business located in Arlington,
relevant times. Eric Raezer and/or Rahbar have controlled the business and financial affairs of
Raezer Construction, LLC; indeed, Raezer Construction, LLC is Eric Raezers and/or Rahbars
alter ego.
20. Defendant Raezer Sponsors LLC is a limited liability company organized and
existing under the laws of Virginia, with its principal place of business located m Herndon,
relevant times, Eric Raezer and/or Rahbar have controlled the business and financial affairs of
Raezer Sponsors LLC; indeed, Raezer Sponsors LLC is Eric Raezers and/or Rahbars alter ego.
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21. Defendant American Majestic Construction, L.L.C. is a limited liability company
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Washington, DC 20007-5118 organized and existing under the laws of Virginia, with its principal place of business located m
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Great Falls, Virginia, and which regularly conducts business in the Commonwealth of Virginia.
At all relevant times, Rahbar, Mahrou Rahbar, and Raymond Rahbar, Sr. (collectively, the
Rahbar Family) have controlled the business and financial affairs of American Majestic
Construction, L.L.C.; indeed, American Majestic Construction, L.L.C. is the Rahbar Familys
alter ego.
.TURISDICTTON AND VENUE
22. This Court has jurisdiction over this action and the Defendants pursuant to
Virginia Code 17.1-513, 8.01-328.1(A)(1), and 8.01-328.1(A)(6), because the Defendants
have an interest in real property in the Commonwealth of Virginia, Defendants transacted
business in the Commonwealth of Virginia, Defendants caused tortious injury in the
Commonwealth of Virginia, and the matter in controversy exceeds $25,000, exclusive of interest,
costs, and attorneys fees.
23. Venue is proper in this Court pursuant to Virginia Code 8.01-262 because
Defendants conduct substantial business activity in Fairfax County, and Fairfax County is where
the Plaintiffs causes of action arose.
FACTS COMMON TO ALL COUNTS
I. THE COMPANY
24. MakeOffices, LLC is a Virginia company that leases office space around the
country in order to sublease portions of the space to companies and individuals on a temporary
basis. It was founded in 2011 under the name Uber Offices, LLC (sometimes abbreviated as
UO). On February 4, 2016, the Company officially changed its name to MakeOffices, LLC
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(sometimes abbreviated as MO).
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25. MRP UO became a member of MakeOffices on December 31, 2014 pursuant to
the Companys Amended and Restated Operating Agreement of the same date (the 2014
Operating Agreement). At the time, the other members of the Company were: (1) Defendant Iz
Best Bro LLC (a/k/a IBB), (2) Current Yield With Participation Fund I, LLC (CYWPF), and
(3) Best Inbestuhment, LLC (Best Inbestuhment). IBB is controlled by Defendant Rahbar, and
Best Inbestuhment is controlled by Rahbars longtime friend, Defendant Chris Junior, who
reportedly was a co-founder of MakeOffices,
26. The 2014 Operating Agreement appointed Rahbar as CEO and Treasurer. He
served in those positions until August 3, 2016, when Plaintiffs terminated him as CEO and
Treasurer due to his mismanagement of the Company and his misappropriation of Company
funds, as more particularly described below.
27. The 2014 Operating Agreement also appointed two Directors; Rahhar on behalf
of IBB (the IBB Director) and J. Zachary Wade on behalf of MRP UO (the MRP Director).
28. The 2014 Operating Agreement required each Member of the Company to make a
Capital Contribution. MRP UOs required Capital Contribution was $2.7 million. However, the
2014 Operating Agreement expressly recognized that MRP UO, being a new member, had not
yet satisfied its capital contribution obligation. Therefore, the 2014 Operating Agreement
provided that MRP UO would be allowed to make its capital contributions in cash or via letters
of credit or other credit enhancement for the benefit of the Companys business operations. At
the time the 2014 Operating Agreement was executed, MRP UO contributed $100,000 in cash to
the Company. It subsequently made several additional contributions of letters of credit totaling
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On April 15, 2015, a letter of credit in the amount of $100,000.00 to be used as a security
deposit for property located at 2001 Market Street in Philadelphia, Pennsylvania;
On April 15, 2015, a letter of credit in the amount of $1,500,000.00 to be used as a

security deposit for property located at 350 N. Orleans Street in Chicago, Illinois,
deposit for property located at 541 N. Fairbanks Court in Chicago, Illinois;
deposit for property located at 12110 Sunset Hills Road in Reston, Virginia,
On May 15, 2015, a cash payment in the amount of $50,000.00; and
On June 18, 2015, a letter of credit in the amount of $408,000.00 to be used as a security
deposit for property located at 1 North State Street in Chicago, Illinois.
29. On April 27, 2015, the Company, IBB and MRP UO entered into a letter
agreement in which they clarified, and ratified, how the MRP UO letters of credit were to be
structured and actually increased MRP UOs contribution burden by requiring it to renew its
letters of credit over a nine-year period as they burned off or were released. A true, accurate,
and complete copy of the April 27, 2015 letter agreement (the Letter Agreemenf) is attached
hereto as Exhibit 1. The Letter Agreement expressly recognizes MRP UO to be in full
satisfaction of its capital contribution obligation through the payment of the above letters of
credit. Id,, at 2 (The parties below acknowledge and agree that the obligations of MRP
hereunder are in full satisfaction of the MRP Contribution).
30. To obtain the above-listed letters of credit for MakeOffices, MRP UO was
required to spend tens of thousands of dollars in fees and transactional costs and, further, to
secure the letters of credit by burdening certain of its real property holdings worth many millions
of dollars for many years. In conjunction with obtaining these letters of credit, certain of the
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2900 K Street NW principals of MRP UO executed a guaranty, under which they are also personally liable for the
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31. On September 29, 2015, the Company and several of Rahbars approved affiliates
entered into a Facility Agreement with Eagle Bancorp, Inc. d/b/a EagleBank (EagleBank or the
Bank) in which the Bank agreed to make a credit facility available to further fund Company
operations. A true, accurate, and complete copy of the Facility Agreement is attached hereto as
Exhibit 2. The Facility Agreement contemplates a maximum principal amount of $10 million
(the Loan), which is comprised of (a) a revolving line of credit for the Company in the amount
of $3 million, and (b) a letters of credit facility for use by the Company and its subsidiaries in the
aggregate amount of $7 million. As a condition to making the Loan, the Bank required Potomac
Investment Trust (the Guarantor) to execute a guaranty agreement pursuant to which it
guaranteed repayment of a portion of the Loan. Ronald D. Paul, who is a member of Harris UO,
is the grantor of the Potomac Investment Trust.
32. Also, MRP UO and its principals, Rahbar, IBB, and Harris UO (collectively, the
Indemnitors) entered into a Payment and Indemnification Agreement in favor of the Guarantor
in which they agreed to provide a proportionate share of any losses, costs, expenses, damages,
claims and/or liability incurred by the Guarantor in connection with payment under the Guaranty.
33. On September 30, 2015, the Members of the Company (including MRP UO, IBB,
CYWPF, and Best Inbestuhment, along with the latest investor. Plaintiff Harris UO)
(collectively, the Members) amended and restated the 2014 Operating Agreement via the
current operating agreement for the Company (the Operating Agreement). A true, accurate,
and complete copy of the Operating Agreement is attached hereto as Exhibit 3. The Operating
Agreement was specifically created to recognize the addition of Plaintiff Harris UO as a Class A
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Member.
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34. The Operating Agreement again appointed Rahbar as the IBB Director; Wade as
the MRP Director; and, in addition, it appointed Ronald Paul as the Harris Director. ^ Exhibit
3, Section 4.2. Rahbar was once again appointed as the CEO and Treasurer. Id,, Section 5.1.1.
II. THE OPERATING AGREEMENT
35. In addition to appointing Rahbar as the Companys CEO, Section 5.1.1 of the
Operating Agreement describes the procedures for removing him from that office. If the Board
consists of fewer than four members, as it always has, Rahbar may be removed as CEO upon the
unanimous approval of the Harris Director and the MRP Director. However, if the Board
consists of four or more members, the approval of a majority of the Board is necessary to remove
Rahbar as CEO. In either case, Rahbar cannot vote upon his removal, regardless of whether he is
the IBB Director at the time. Section 5.1.1 provides, in full, as follows:
For so long as the Board consists of fewer than four (4) members,
Raymond Rahbar may be removed from the office of Chief Executive Officer
only by the unanimous approval of the Harris Director and the MRP
Director. At such time as the Board consists of four (4) or more members,
Raymond Rahbar may be removed from the office of Chief Executive Officer by
the approval of a majority of the Board, in accordance with Article IV. For the
avoidance of doubt, Raymond Rahbar shall not, under any circumstance,
have the right to vote upon his removal from the office of Chief Executive
Officer, regardless of whether he is the IBB Director or otherwise.
Notwithstanding anything to the contrary contained in Article IV above, any
replacement of Raymond Rahbar as Chief Executive Officer, including
replacement due to his removal pursuant to the previous two sentences, must be
approved by the Board.
Exhibit 3, at 10-11 (emphasis added).
36. Upon his removal as CEO pursuant to Section 5.1.1, Rahbar is also automatically
removed from the office of Treasurer:

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accordance with Section 5.1.1 above, Raymond Rahbar will automatically be
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removed from the office of Treasurer, unless otherwise approved by a majority of
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the Board of Directors.
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Exhibit 3, Section 5.1.4.
37. Under Section 4.6, the Board may take any action authorized by the Operating
Agreement, including removing Rahbar as CEO, without the need for a meeting as long as the
Boards action is memorialized in a writing setting forth the action taken and indicating that the
requisite Members consent to such action. Section 4.6 of the Operating Agreement provides, m
full, as follows;
4.6 Action by the Board of Directors Without a Meeting. All actions

of the Board of Directors provided for herein may be taken by written consent
without a meeting. Any such action which may be taken without a meeting shall
be effective only if the consents are in writing, set forth the action so taken, and
are agreed to in writing by all of the Directors then holding office.
Exhibit 3, at 9.
38. As noted above, under Section 5.1.1, Rahbars removal as CEO does not, for
obvious reasons, require the approval of Rahbar himself as the IBB Director and, instead,
requires the unanimous approval of only the Harris Director and the MRP Director. See Exhibit
3, at 10 (Raymond Rahbar shall not, under any circumstances, have the right to vote upon his
removal from the office of [CEO], regardless of whether he is the IBB Director or otherwise).
39. In contrast. Section 7.2.1 lists several actions which may not be taken by the
Company without the affirmative vote or approval of a Majority m Interest, which is defined to
mean for ah purposes ... the approval of IBB, Harris and MRP. IR, at 15 (emphasis added).
This means that, in effect, IBB, Harris, and MRP each has a right to veto a proposed action
requiring the approval of a Majority in Interest. Section 7.2.1 provides, in pertinent part, as
follows;
Katten 7.2.1 General Voting Rights. The Company may not take any of the
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following actions without the affirmative vote or approval of a Majority in
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Interest (which shall for all purposes (so long as IBB, Harris and MRP, as
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Company) require the approval of IBB, Harris and MRP);
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7.2.1.1 ... any sale, transfer, leases or any other disposition of any
material asset or business of the Company or of any subsidiary or consent or
agree to or enter into any agreement to do any of the foregoing[;]
7.2.1.5 sell, transfer, lease, license or otherwise dispose of any assets

or intellectual property of the Company in an amount greater than $100,000,
other than sales, transfers, leases, licenses or dispositions in the Companys
ordinary course of business[;]
7.2.1.9 pay or declare any dividend or distribution on any Membership

Units of the Company (other than distributions described in Section 10.1
and 10.3 below);
7.2.1.10 adopt, approve, amend, or modify any equity incentive plan;
7.2.1.12 increase or decrease the authorized number of Directors

constituting the Board of Directors;
7.2.1.13 create any subsidiary (excepting any subsidiaries created in

the ordinary course of the Companys business such as new tenant special
purpose entities) or acquire capital stock or other equity interest in, or
acquire all or substantially all of the assets of, another entity, including by
way of exclusive license [;]
7.2.1.14 change the accountants employed by the Company or change

the method of accounting employed by the Company[.]
40. Section 7.2.1 is consistent with the definition of Majority in Interesf in Section
1.1.19, which provides as follows;
1.1.19 Majority in Interest means a combination of Members who,

in the aggregate, control more than fifty percent (50%) of the votes associated
with the Membership Units of all classes owned by all Members.
Katten Exhibit 3, at 3 (emphasis added). Moreover, under Section 1.1.20, the singular term, Member,
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term, Members, 9? 44 refers to any two or more such Persons. Id (emphasis added). Thus, the
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use of the phrase a combination of Members in Section 1.1.19 - as opposed to one or more
or a Member or Members, for example - was clearly intentional. By requiring a combination
of Members, the Operating Agreement recognizes that no one Member, regardless of individual
ownership interest, could ever unilaterally make a decision or take any action that requires the
vote or approval of a Majority in Interest.
41. Rahbar has recently taken the position that Majority in Interest does not require
a combination of Members and can be satisfied by only one Member owning a majority of the
Membership Units. That position is at odds with the plain language of Section 1.1.19, which
clearly requires a combination of Members; the explicit distinction made in Section 1.1.20
between the meaning of the terms Member and Members; and the requirement in Section
7.2.1 that the approval of a Majority in Interest means for aU purposes ... the approval of
IBB, Harris and MRP. Exhibit 3, at 3 and 15-16 (emphasis added). Rahbars position is also
illogical because it means that Rahbar, as the designated Director of IBB, could unilaterally
cause the Company to take any action he himself desired. In other words, his position would
nullify the concept of a Majority in Interest and the repeated provisions throughout the
Operating Agreement that grant the other Members decision-making authority and control.
42. Section 5.1 of the Operating Agreement prohibits the Companys Officers from
taking any action, or causing the Company to take any action, that requires Board and/or
Member approval unless such approval has been obtained pursuant to the Operating Agreement.
As described below, Rahbar and the Companys Officers have caused the Company to take each
of the actions listed in Paragraph 39 above without seeking or obtaining the approval of MRP
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43. Under Section 6.3 of the Operating Agreement, the Company is required to
maintain complete and accurate books and records of the Companys financial and business
affairs, and it must also maintain those records in an accessible electronic medium so as to allow
the Members of the Company to inspect them at any time. Section 6.3 provides, m full, as
follows;
6.3 Rooks and Records. The Company shall maintain complete and
accurate books of account and records with respect to the Company, m a
manner customary and consistent with good accounting principles, practices
and procedures and in accordance with the rules of Treasury Regulation Section
1.704-l(b)(2)(iv) (in addition to any other methodology deemed appropriate).
Without limitation of any Members rights by contract, at law or otherwise, the
principal books of account and records shall be kept and maintained m the
cloud and accessible by the Members at any time.
44. Section 9.7.1 requires the Company to maintain its books and records at the
Companys principal office, and to make those records available for inspection and examination
by the Members during reasonable business hours:
The Company shall maintain the Companys books and records and
shall determine all items of Income, Loss, Net Income and Net Loss in
accordance with Treasury Regulations Section I.704-I(b)(2)(iv) (in addition to
any other method of accounting selected by the Directors, consistently applied[)].
All of the records and books of account of the Company, in whatever form
maintained, shall at all times be maintained at the principal office of the
Comnanv and shall be open to the inspection and examination of the.
Members or their representatives during reasonable business hours up to
twice per calendar year. Such right may be exercised through any agent or
employee of a Member designated by it or by an attorney or independent certified
public accountant designated by such Member. Such Member shall bear all
expenses incurred in any examination made on behalf of such Member.
Exhibit 3, at 25 (emphasis added).

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III. MISMANAGEMENT, MISCONDUCT, AND BREACHES OF THE COMPANYS
GOVERNING DOCUMENTS BY RAHBAR AND THE OTHER DEFENDANTS
A. Fraudulent Tenant Improvement Scheme
45. At Rahbars direction, the Company has perpetrated a multi-year scheme to
siphon off at least hundreds of thousands of dollars paid by landlords as part of tenant
improvement budgets for MakeOffices locations, MakeOfficess former Senior Construction
Manager, Bruno Vega, has submitted a sworn affidavit in support of this Verified Complaint,
which describes the tenant improvement scheme in detail. A true, accurate, and complete copy
of Mr. Vegas sworn affidavit is attached hereto as Exhibit 4 (Vega Affidavh).
46. During the time Mr. Vega was employed by MakeOffices, Rahbar, Defendant
Junior, and the Companys chief real estate development officer. Defendant Reid Fetters,
artificially inflated Company build-out costs and falsified tenant reimbursement packages in
order to have landlords reimburse far greater amounts than the Company actually spent to build
out its spaces and to pocket the difference. Exhibit 4 (Vega Affidavit), 4. Rahbar used the
shell entity Defendant American Majestic Construction L.L.C. (American Majestic), which he
and his parents formed in 2007, to pose as the general contractor for MakeOffices build-out
projects and to acquire project materials, including glass, carpet, lighting, and other furniture,
fixtures, and equipment. Id Rahbar, Junior, and Fetters prepared falsified invoices reflecting
amounts that American Majestic had supposedly paid to vendors and suppliers, but which far
exceeded the actual amounts billed by those vendors and suppliers and paid by American
Majestic. Id For example, in the case of MakeOfficess Chicago Loop location (1 North State
Street, 15* Floor, Chicago, IL), Rahbar, Junior, and Fetters submitted invoices to the buildings
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2goo K Street NW landlord. which reflected that MakeOffices had paid American Majestic more than $470,000 for
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glass and associated labor. In reality, the glass and associated labor for the Chicago Loop project
cost less than $200,000.
47. Rahbar, Junior, and Fetters also falsified BB&T Automated Clearing House
(ACH) transfer confirmations to demonstrate that American Majestic had actually paid the
fabricated supplier costs and been reimbursed by the applicable MakeOffices SPE affiliate. For
example, the ACH confirmation included in the Chicago Loop reimbursement package purports
to reflect an ACH transfer from a BB&T account held by the Company SPE-affiliate UO One
North State LLC with an account number ending in 6081. The transfer purportedly was made on
or about April 18, 2016 to an account named American Majestic Consf in the amount of
$235,082.00 - supposedly representing half of the cost of the glass and labor on the project.
However, there is no record of such a transaction occurring. In fact, BB&T analyzed the ACH
confirmation email included in the Chicago Loop reimbursement package and determined that it
(1) is not authentic; (2) was not generated by BB&T; and (3) could not possibly reflect a bona
fide ACH transfer because the amount purportedly transferred exceeds BB&Ts maximum
allowable transfer amount and the customer account names are not accurately reflected. BB&Ts
Vice President and Platform Development Manager for Online Banking, Vicki Givens, has
submitted a sworn affidavit, which describes BB&Ts investigation and findings in detail. A
true, accurate, and complete copy of Ms. Givenss sworn affidavit is attached hereto as Exhibit 5.
As a further example. Defendants also falsified bank records with respect to the Companys K
Street location. Ms. Givens analyzed the ACH confirmation email included in the K Street
reimbursement package and determined that it also is not authentic and was not generated by
Katten
KattenMuchinRosenman llp BB&T. See id., 8-9.
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48. Finally, Rahbar had his mother, Defendant Mahi'ou Rahhar, sign falsified lien
waivers on behalf of American Majestic attesting that MakeOffices had reimbursed American
Majestic in full for the inflated amounts it purportedly paid to suppliers, when, in fact, no such
payments had been made. Exhibit 4 (Vega Affidavit), ^ 4. Each of the falsified documents
described above was submitted to landlords as part of tenant reimbursement packages. Id
Rahbars father. Defendant Raymond Rahbar, Sr., as a co-owner of American Majestic, also
knew of, assisted with, and/or benefited from American Majestics role in the tenant build-out
scheme.
49. In early 2016, Rahbar had Defendant Raezer Construction, EEC created to
assume the role previously played by Defendant American Majestic in this fraudulent scheme.
Exhibit 4 (Vega Affidavit), f 5.
50. Defendant Jaimie Shapiro was the person responsible for forming and organizing
Raezer Construction. Shapiro falsely attested in official records filed with the State Corporation
Commission to organize these entities that [t]he purpose for which the[y] [were] formed is to
engage in any lawful business, purpose or activity for which a limited liability company may be
formed under the Virginia Limited Liability Company, even though she knew that the entities
were created for the sole purpose of furthering Defendants unlawful scheme to defraud
Company landlords and siphon off tenant improvement monies. True, accurate and complete
copies of Raezer Constructions Certificate and Articles of Organization are attached hereto as
Exhibit 18.
51. Rahbars intentional fabrication of bank payment records and mechanics lien
Katten waivers as described above constitute serious civil and criminal violations and allowed Rahbar
KattenMuchin Rosenman llp
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Washington, DC 20007-5118 and his co-conspirators to divert hundreds of thousands of dollars in additional funds paid by
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18
landlords as part of tenant improvement budgets for MakeOffices locations. Exhibit 4 (Vega
Affidavit), H 6.
B. Diversion Of The Monetary Commissions

Paid By MakeOfficess Tenant Broker
52. As part of its business, MakeOffices uses the commercial real estate and
brokerage firm Avison Young to locate the office spaces that the Company subleases to other
companies and individuals on a temporary basis. Avison Young and other tenant brokers often
share with the Company a percentage of the commission they receive from landlords after a lease
has been signed for a particular MakeOffices location. These commission payments often
amount to hundreds of thousands of dollars for the Company. Rahbar repeatedly directed
Avison Young and other brokers to pay commissions totaling hundreds of thousands of dollars
to accounts owned by him, Defendant Eric Raezer, and/or entities they control rather than to the
Company, contrary to sharing agreements between Avison Young and MakeOffices.
53. On repeated occasions, Rahbar has asked Avison Young representatives to pay
the commission payments directly to him or to other Defendants working in concert with him
rather than to MakeOffices. On all but two occasions, described below, Avison Young has
refused to comply with Rahbars requests.
54. According to Nathan Krill, the primary point of contact for the MakeOffices
account at Avison Young, in one instance, Rahbar requested that the commission payment
associated with the MakeOffices location at 1015 15* Street NW be paid to Defendant Raezer
Sponsors EEC, instead of to MakeOffices. A true, accurate, and complete copy of Mr. Krills
Katten sworn affidavit is attached hereto as Exhibit 6 (Krill Affidavit). Per Rahbar s request, on April
2900 K Street NW
27, 2016, Avison Young remitted $215,068.50, representing the commission payment due to
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MakeOffices for 1015 15 Street NW, to an account held by Raezer Sponsors LLC at BB&T
Bank. S^ id,, 5-6.
55. Then, on May 23, 2016, $210,000 of the commission was paid by check from the
owned by Defendant Raezer Sponsors to Defendant Rahbar personally. The check was
account
signed by Rahbar himself, and it was deposited into his personal account on May 23. According
to Plaintiffs accountant, the Companys general ledger does not indicate that these funds were
booked through any income, expense, or equity accounts maintained by the Company. A true,
accurate, and complete copy of Mr. Rosenblums sworn affidavit is attached hereto as Exhibit 7.
56. Subsequently, Rahbar instructed Avison Young to remit the commission payment
associated with MakeOfficess Wharf location (800 Maine Avenue, SW, Washington, DC
20024) to the same account held by Defendant Raezer Sponsors at BB&T, instead of to
MakeOffices. ^ Exhibit 6 (Krill Affidavit), 7-8. However, instead of explicitly asking
Avison Young to make payment to Raezer Sponsors, Rahbar misled Avison Young. In his
written request to Nathan Krill on August 22, 2016, Rahbar requested that Avison Young remit
the $400,000.00 commission payment due to MakeOffices to UO Management, LLC, a
MakeOffices SPE subsidiary, but the wiring information he provided to Mr. Krill is associated
with the same BB&T account held by Raezer Sponsors, not an account held by UO
Management, LLC. IT Per Rahbars request, on September 19, 2016, Avison Young
unwittingly paid $400,000 that was due to MakeOffices for its Wharf location to the BB&T
account held by Raezer Sponsors. IT These commission payments belonged to MakeOffices,
not to Defendant Rahbar or Defendant Raezer Sponsors, and these Defendants actions constitute
Katten
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C. Unaccounted For Credit Card Expenses And
Reimbursements Paid By The Companys Tenant Broker
57. MakeOfficess tenant broker, Avison Young, frequently paid for Rahbars travel
and other expenses, including payments toward his air travel, meals, and entertainment. Avison
Young also provided Rahbar with a personal credit card to use at his discretion. See Exhibit 6
(Krill Affidavit), ^ 9. None of those payments are reflected in the Companys books and records.
These charges also are excessive and disproportionate to the revenues earned by the Company.
See Exhibit 7 (Rosenblum Affidavit), T1 8.
D. Waste Of Company Assets On Excessive And

Unnecessary Travel, Entertainment, and Compensation
58. Rahbar has also improperly used hundreds of thousands of dollars of Company
funds for unnecessary and lavish personal travel and entertainment expenses, in addition to the
payments Avison Young made towards his travel, meals, and entertainment.
59. The Company has failed to properly account for Rahbars credit card expenses in
its books and records. For example, in just the three-month period April through June of 2016,
the Company expenses charged to Rahbars personal credit card include $199,011.88
purportedly for Advertising, Marketing & Promotion; $95,045.49 purportedly for Computer /
Electronic Equipment and Internet; $25,868.51 purportedly for Meals and Entertainment,
$74,209.87 purportedly for Office Supplies; $32,232.65 purportedly for Airfare; $24,386.20
purportedly for Hotel Expenses; and $7,557.24 purportedly for Uber Expenses. In the first
quarter of 2016, there have been comparable charges in each of the above categories. See
Exhibit 7 (Rosenblum Affidavit), ^ 8.

Katten
60. Rahbar never provided any justification for these charges, nor did he submit any
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requests for reimbursements. Instead, several times a month, he would write and cash checks to
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his personal Bank of America credit card account ranging in amount from $50,000 to $100,000.
The payments also were not properly accounted for in the Companys books and records.
Defendants have repeatedly blocked Plaintiffs access to the Companys financial records, which
Plaintiffs believe will show numerous additional expenses that were improperly incurred and/or
improperly accounted for by Rahbar and the other Defendants. There are also numerous
reclassifications of expenses and other charges for which the Company and the Defendants have
failed to identify and to provide supporting documentation.
61. Rahbar has received significant cash rewards as a result of the Companys use of
his personal credit card(s). By way of example, for the period October 14, 2015 through
September 13, 2016, Rahbar received cash rewards totaling $42,255.07. These cash rewards
should be credited to the Company and included in its books of account, but that was not done.
See Exhibit 7 (Rosenblum Affidavit), *j[ 8.
62. The Company has incurred a number of other significant expenses that are not
properly described or accounted for in its books and records. For example, for the first half of
2016, the Company incurred approximately $71,500 in Amazon.com charges, but there are no
descriptions for any of these purchases in the general ledger, aside from the accounts they were
posted to (Computer/Electronic Equipment and Internet of $28,939 and Office Supplies of
$42,563). S^ Exhibit 7 (Rosenblum Affidavit), ^ 8. In addition, Rahbar also used his personal
credit card, which the Company reimbursed, to make substantial payments on his student loans.
63. Rahbar has also used Company funds to lease several apartments in Chicago.
There is no legitimate business purpose for these apartments, which appear to be used by Rahbar
Katten
for personal entertainment.
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64. In addition, according to payroll records and W-2s, Rahbar received $47,076.93
in compensation for 2015, and $12,070.99 in compensation for roughly the first half of 2016,
even though he has reported to the Board that he would not take a salary during those years. ^
Exhibit 7 (Rosenblum Affidavit), 8.
65. Recently, the Companys former CFO, Brian Bharwani, disclosed to Plaintiff
Harris UO that he had identified several additional transactions by Rabhar that are outside the
normal course of business. Specifically, Rahbar wrote two checks on November 30, 2016
totaling $270,000 purportedly relating to management compensation - a $180,000 check to
Rahbar himself and a $90,000 check to Defendant Chris Junior. Mr. Bharwani provided no
documentary explanation or support for these payments and merely stated in conclusory fashion
that they are supported by expense accruals from past periods.
E. Improper Distributions Of Company Funds
66. In 2015, Rahbar caused the Company to make significant distribution payments to
Members of the Company that are wholly-owned by either Rahbar or his longtime friend.
Defendant Chris Junior. Specifically, the Company made a $715,000 distribution to Defendant
IBB, and a $25,000 distribution to Defendant Best Inbestuhment. In contrast, the Company
made only a nominal distribution payment to one non-Rahbar-controlled Member of the
Company, Current Yield With Participation Fund I, LLC, in the amount of $12,000, and made no
distributions at all to Plaintiffs MRP UO and Harris UO. See Exhibit 7 (Rosenblum Affidavit),
[[ 8. Rahbar also improperly paid out distributions to himself in 2016, but Defendants have
refused to provide any details of, or supporting documentation for, those distributions.
Katten
67. The above distributions by Rahbar were improper. Pursuant to Section 10.1 of
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Requisite Directors determine the amount of cash, if any, that is available for distribution.
Plaintiffs are two of the Requisite Directors, and neither of them has ever determined the
Company to have available cash for distributions, much less approved distributions of many
hundreds of thousands of dollars to Defendants Rahbar and Junior.
F. $1 Million Deal To Pay Eric Raezer For Consulting Services

That Were Never Actually Rendered To The Company
68. In May 2015, Rahbar secretly caused MakeOffices - known, at the time, as
UberOffices LLC - to enter into a Contingent Agreement with Rahbars longtime friend.
Defendant Eric Raezer, whereby the Company agreed to pay Defendant Raezer personally the
exorbitant sum of $1 million in exchange for his minimal assistance with the renaming and
rebranding of the Company. The Company had previously retained and/or obtained bids from at
least two other outside consulting firms to create and select its new name and logo, including
Wallace & Company, which estimated that such services would cost, at most between $10,000
and $15,000, and Verasolve, which, at or around the time the Contingent Agreement was entered
into, was already providing such services for a mere $4,250. Rahbar, in concert with Defendant
Raezer, backdated the Contingent Agreement by falsifying the notary seal on the document, in
order to create the false impression that the Contingent Agreement actually predated the
consulting contract with both Wallace & Company and Verasolve, as well as to justify
previously misappropriated funds. Rahbar has paid Defendant Raezer, through his alter ego
companies, hundreds of thousands of dollars, which is grossly excessive for the modest services
Raezer allegedly provided. Some of these payments were made by instructing, and tricking,
Katten Avison Young to pay Raezer Sponsors LLC commission-sharing payments that were due to
2900 K Street NW
North Tower - Suite 200 MakeOffices. Paying Eric Raezer in this way kept the payments made under the Contingent
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Agreement hidden from MakeOfficess books. Upon receipt of such payments, Raezer turned
24
around and immediately paid a substantial portion of this windfall to Rahbar, further hiding his
misappropriation of Company funds.
69. Even assuming the Contingent Contract was a bona fide transaction and not a
cover for self-dealing, which it was not, Rahbar had no authority to bind the Company to such an
agreement. Under Section 7.2.1.1 of the Operating Agreement, the Company may not make
any ... transfer ... or any other disposition of any material asset or business of the Company ...
or consent or agree to or enter into any agreement to do any of the foregoing without first
obtaining the affirmative vote or approval of a Majority In Interest (which shall for all purposes
(so long as IBB, Harris and MRP, as applicable, or their respective Affiliates, continue to be
Members of the Company) require the approval of IBB, Harris and MRP). Exhibit 3, at 15.
Under Section 7.2.1.5, the Company may not transfer ... or otherwise dispose of any assets ...
of the Company in an amount greater than $100,000, other than ... transfers ... or dispositions m
the Companys ordinary course of business without the affirmative vote or approval of a
Majority In Interest. The $I million contract was not disclosed to or approved by the Board and.
therefore, is in violation of Sections 7.2.1.1 and 7.2.1.5.
70. In addition, Section 4.3.1 prohibits transactions with Affiliates unless the
transaction was (i) previously approved by the Board or (ii) previously disclosed to the Board
and CEO, and it is a transaction of the type that a consultant or employee would perform in the
ordinary course of business;

4.3.1. Affiliate Transactions. The Company will have no authority to
enter into any transaction with an Affiliate of the Company, or with any Person
that is an Affiliate of an Officer, Director, or Member, until [the] Board of
Katten Directors has given its prior approval of the transaction. In each such case, the
KattenMuchinRosenman llp Board shall form an ad hoc committee made up of all Directors who do not have
2900 K Street NW
an interest in the proposed transaction (Disinterested Directors) to review the
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transaction. The Disinterested Directors may authorize, or deny authorization, ot
202.298.7570 fax. the proposed transaction by simple majority vote of the Disinterested Directors.
25
... The foregoing notwithstanding, all expenses incurred by, or allocated by any
Member for services rendered to the Company that would, in the ordinary course,
be services performed by a consultant or employee of the Company (i.e., for
example, accounting or similar services) will be paid or promptly reimbursed by
the Company; provided that such expenses are specified in advance with
reasonable detail to the Board of Directors and Chief Executive Officer.
Exhibit 3, at 8.
71. Section 1.1.3 of the Operating Agreement defines an affiliate of the Company
to mean (i) any Person directly controlled by, controlling, or under common control with the
Company, or (ii) any Member, Director, Officer or other representative of the Company.
Exhibit 3, at 1. Defendant Raezer is an affiliate of the Company because he controls and/or is

employed by Raezer Construction EEC and Raezer and Fetters EEC, which are wholly-owned
subsidiaries of the Company and part of its organizational structure; and (2) he is a co-founder of
MakeOffices and acts as a representative of the Company with purported authority to act on its
behalf Rahbar violated the Operating Agreement by causing the Company to enter into an
affiliate transaction with Defendant Raezer without following the mandatory procedures set forth
in Section 4.3.1.
G. AHfîtinnal Breaches Of MakeOfficess Governing Documents
72. In addition to the instances of mismanagement, misconduct, and misappropriation
of Company funds described above, Rahbar and the other Defendants have violated numerous
provisions of the Operating Agreement:
Section 4.3.2 of the Operating Agreement provides that no Director or Officer can use
any property of the Company to gain an exclusive personal benefit without the consent ot
an ad hoc committee of all Disinterested Directors. ^ Exhibit 3, at 8-9. Defendant
Rahbar violated Section 4.3.2 by, among other actions, (1) diverting - or permitting the
diversion of - the monetary commissions that Avison Young pays to the Company after a
Katten lease has been signed; (2) failing to properly account for credit card expenses and
2900 K Street NW reimbursements paid by Avison Young; (3) wasting Company assets on excessive and
Washington, DC 20007-5118 unnecessary travel and entertainment, including for company apartments and lavish
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202.298.7570 fax travel and entertainment; (4) making a fraudulent, sweetheart deal to pay his longtime
friend. Defendant Raezer, $1 million for limited consulting services that Raezer provided
26
to the Company, which were worth a small fraction of that amount; (5) fraudulently
inflating company build-out costs in order to personally pocket additional funds paid by
landlords as part of tenant improvement budgets for MakeOffices locations; and (6) using
Company funds to pay for his personal legal defense.
Section 6.2 of the Operating Agreement provides that the Company shall deliver to each
Member certain financial information about the Company at several points throughout
the year. ^ Exhibit 3, at 12. This information includes (1) a Profit and Loss Statement
and Balance Sheet delivered to each Member no later than thirty days after the closing of
each Fiscal Year; and (2) a full financial reporting package delivered to each Member on
a quarterly basis consisting of a (i) monthly income statement, (ii) statement of
Members equity, (iii) balance sheet, (iv) general ledger, and (v) such other reports as any
Member owning not less than 10% of the aggregate Membership Units hereunder may
request!.] M, To date, the Company has routinely failed to deliver the necessary
financial reporting to the Board and the Members. The Company has also failed to create
a financial repository cloud for all financial records of the Company and which is
accessible to all Members at any time and without notice as required by Section 6.3; and
to maintain complete and accurate books of account and records as required by Section
9.7.1. IT, at 12-13 and 25.
Section 7 2 1.14 of the Operating Agreement prohibits the Company from chang[ing]
the accountants employed by the Company or change the method of accounting
employed by the Company without first obtaining the affirmative vote . or approval
, ot a
Majority In Interest (which shall for all purposes (so long as IBB, Harris and MRP, as
applicable, or their respective Affiliates, continue to be Members of the Company)
require the approval of IBB, Harris and MRP). ^ Exhibit 3, at 15-16. Prior to the fall
of 2015, the Companys accounting and tax matters were handled by Steve Kullman and
his firm, Kullman CPA, EEC; and the Company maintained its financial and accouirtmg
records using QuickBook online software. In the fall of 2015, at Defendant Rahbar s
direction, the Company terminated Mr. Kullman and his firm as the Company s
accountants. This action was taken without obtaining the affirmative vote or approval ot
Plaintiffs, much less providing them with notice of the actions, in violation of Section
7.2.1.14.
Section 9.9 of the Operating Agreement (see Exhibit 3, at 25) and Section 3 1(e) of the
Facility Agreement (see Exhibit 2, at 9) provide that the bank accounts of MakeOttices
and its subsidiaries must be maintained at EagleBank or another bank approved by the
Board, and that no [other] bank accounts or [] arrangements shall be opened or receive
Company funds except as so approved in writing by all of the Board of Directors.
Exhibit 3, at 25. In violation of Section 9.9, Defendant Rahbar created bank accounts tor
MakeOffices and its subsidiaries at other financial institutions, including BB&T and
Bank of America, without seeking or obtaining the approval of the Board of Directors, t
Katten is also evident that Defendant Rahbar has diverted funds that should have been deposited
2900 K Street NW into MakeOfficess bank account(s) at EagleBank into accounts at other banlcs that are
owned or controlled by him and/or Defendant Raezer. The funds involved total hundreds
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27
operating account to satisfy the Companys operating cash requirement and placed the
Company in teclmical default of its loan obligations with EagleBank.
Section 7.2.1.13 of the Operating Agreement prohibits the Company from creating any
subsidiaries, except for those created in the ordinary course of the Companys business
such as new tenant special purpose entities, without first obtaining approval of the
Board. See Exhibits, 15-16. Despite that prohibition. Defendant Rahbar and the
Companys Officers have created at least four special purpose entities outside of the
Companys ordinary course of business including UO Virtual EEC, Raezer and Fetters
EEC, Raezer Construction EEC, and Raezer Sponsors EEC - without seeking or
obtaining Board approval. Rahbars actions are also contrary to the terms of the Facility
Agreement as they have diverted rental revenue away from the Company s lenders,
placing the Company in technical default of its loan obligations with EagleBank.
Section 5.10 of the Facility Agreement also prohibits MakeOffices from forming, or
engaging in business with, any new affiliates without the written consent of the Bank.
See Exhibit 2, at 14. As discussed above, despite that prohibition. Defendant Rahbar and
the Companys Officers have caused MakeOffices to form at least four SPE affiliates that
are not part of the Banks collateral. Rahbar and the other Officers did not seek or obtain
the Banks consent, nor did they notify the Bank, before taking action with respect to
these affiliate SPEs, in violation of Section 5.10. These actions have placed the
Company in technical default of its loan obligations with EagleBank.
Section 4.4 of the Operating Agreement requires that there be at least ten monthly
meetings of the Companys Board of Directors each calendar year. ^ Exhibit 3, at 9.
Defendant Rahbar, as the former CEO of the Company, is responsible for setting the date
and time of each such meeting and for delivering notice of each Board meeting to each
Director at least ten days prior to such meeting. The other Board members agreed, with
Defendant Rahbars input and consent, to a schedule of such meetings, but Rahbar has
continually failed, without notice to the remainder of the Board, to attend such meetings -
and, recently, has unilaterally cancelled them - in order to avoid inquiry into his gross
misconduct. Rahbars actions constitute violations of Section 4.4.
H. Defendants Other Tortious Acts
73. Under Section 6.1 of the Operating Agreement and prevailing law. Defendant
Rahbar and the Companys Officers are required to act in good faith, in a manner reasonably
believed to be in the best interests of the Company, and consistent with the duties of care,
loyalty, and good faith. ^ Exhibit 3, at 12. MRP UO has received information of certain
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2900 K Street NW defamatory statements that Rahbar has made to other Members of the Company, to Company
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with employees and personnel of MakeOffices during which he made several defamatory
statements regarding Plaintiffs and their managing principals. These statements included the
allegations that (i) MRP UO, Harris UO, and Ron Paul (the Harris Director and the CEO and
Chairman of EagleBank) are no longer affiliated with the Company, (ii) Ron Paul is being
investigated for his dealings with the Company, and (iii) MakeOffices no longer needs MRP
UO as a partner because MRP UO is having financial difficulties. These statements are false and
libelous because they were untrue and made by Defendant Rahbar with malice for the sole
purpose of harming Plaintiffs reputations within the Company and with the public and their
ability to properly conduct and oversee the operations of MakeOffices business.
74. MakeOfficess General Counsel, Defendant Jaimie Shapiro, has also made
defamatory statements about MRP UO to individuals and entities with whom MakeOffices does
business. On July 27, 2016, Shapiro wrote letters to all of the Companys landlords claiming
that MRP UO no longer has any business affiliation or relationship with the Company and, on
that basis, instructing the landlords that there should be no further communication with MRP
[UO] as it pertains to the business dealings between [MakeOffices] and [its landlords]. True,
accurate, and complete copies of Shapiros letters to Company landlords are attached hereto as
Exhibit 19. Shapiros statements to MakeOfficess landlords were demonstrably false and made
for the purpose of harming MRP UOs professional reputation, dissuading the landlords from
associating with MRP UO, and inhibiting its ability to properly conduct and oversee the
operations of MakeOfficess business.
75. At the time of Shapiros statements, Plaintiffs were unquestionably Members of

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KattenMuchinRosenman up the MakeOffices, controlled a majority of its Board of Directors, and were integrally involved in
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its business and operations. As the Companys General Counsel and Chief of Staff, Shapiro
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knew of Plaintiffs ongoing ownership interest and involvement in the Company, and yet she
falsely told MakeOfficess landlords that MRP UO no longer has any business affiliation or
relationship with the Company. Shapiro wrote to the Companys landlords knowing that her
statements regarding MRP UO were false or, at the very least, with reckless disregard for their
truth. Shapiro also had no legitimate business purpose for making her statements. To the
contrary, Shapiros knew that her statements to Company landlords would jeopardize MRP UOs
reputation and standing in the real estate industry. All of the landlords who received one of
Shapiros letters were well aware of Plaintiffs association with MakeOffices, and, in fact, many
of the landlords had agreed to lease space to MakeOffices solely because of Plaintiffs
association. Indeed, Plaintiffs were brought on as Members of MakeOffices because of their real
estate expertise, financing, and industry relationships that the Company needed in order to
expand its business. Plaintiff MRP UO is an affiliate of MRP Realty, a leading real estate
developer in the Washington, D.C. area, and Plaintiff Harris UO was co-founded by Ron Paul,
who is the CEO and Chairman of EagleBank, a leading lender for real estate development m the
area. Under the circumstances, Shapiros statements to Company landlords carried significant
implications for MRP UOs reputation and standing in the real estate industry.
76. Rahbars actions described above have also subjected the Company to default of
the Facility Agreement. In addition to the violations detailed above in Paragraph 71, Rahbars
actions have also violated Section 1.12(a) and Section 1.5 of the Facility Agreement. Section
1.12(a) provides that, for any letter of credit having an outside expiration date beyond the date
that is seven years from the Facility Agreement closing, MakeOffices must make monthly
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KattenMuchlnRosenmaniLP
deposits into the Control Account on or before the last business day of each month in the amount
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as determined by Lender based on a principal amortization schedule. See Exhibit 2, at 6. This
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30
requirement results in an amount on deposit in the Control Account equal to the sum of the Line
Cash Collateral Amount plus the aggregate undrawn amount of all Outside Range Letters of
Credit on or prior to the sixth anniversary of the facility closing date. Under Rahhars control,
MakeOffices has not funded this requirement for any outstanding leases including 1015 15th
Street, NW, Washington DC; 1635 Market Street, Philadelphia; the Wharf and soon to be 2201
Wisconsin Avenue, NW, Washington DC.
77. In addition. Section 1.5 of the Facility Agreement provides that, commencing on
October 31, 2015 and continuing thereafter on the last business day of each calendar month until
the balance on deposit in the Control Account reaches the Cash Collateral Minimum,
MakeOffices must deposit fifty percent (50%) of its aggregate net cash flow (the Cash Flow
Deposits) into the Control Account, which Control Account shall be pledged as collateral for
the Facility by virtue of the Account Assignment. S^ Exhibit 2, at 3-4. Under the express terms
of Section 6.1(1), the failure to do so constitutes an immediate Event of Default. Ift, at 17-19.
Rahbar, during his tenure as CEO, has not complied with Section 1.5, and, therefore, pursuant to
Section 6.1(1), has placed the Company m an immediate Event of Default.
78. Section 1.5 also requires that, commencing on October 31, 2015 and continuing
thereafter on the last business day of each calendar month until the balance on deposit in the
Control Account reaches the Cash Collateral Minimum, MakeOffices must submit to the Bank a
monthly operating statement on or before the last day of the following month setting forth in
reasonable detail monthly consolidated operating income and monthly operating expenses for
MakeOffices, including most of its subsidiaries for the previous calendar month. S^ Exhibit 2,
Katten at 3-4. Rahbar, during his tenure as the CEO, has not complied with Section 1.5 in this regard as
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31
Section 6.1(1), has placed the Company in an immediate Event
well, and, therefore, pursuant to
of Default.
; REMOVES RAHBAR AS CEO AND TREASURER AND
IV. THE BOARD
ATCESS TO THE COMPANYS BOOKS AND RECORDS
REQUESTS
To protect the Company and their own investments in it, Plaintiffs voted to
79.
CEO and Treasurer pursuant to Sections 5.1.1 and 5.1.4 of the Operating
remove Rahbar as
The Board memorialized its action in the Written Consent delivered to Rahbar on
Agreement.
of the Written Consent issued by the Board
August 3, 2016. A true, accurate, and complete copy
is attached hereto as Exhibit 8.

August 3, 2016, Plaintiffs issued an Audit Review Notice to the
80. Also on
Companys then CFO, Brian Bharwani, requesting access to the books and records of the
Company in accordance with Section 9.7.1 of the Operating Agreement, A true, accurate, and
complete copy of the Audit Review Notice is attached hereto as Exhibit 9. In that Notice,
Plaintiffs specifically requested that the following twelve categories of records be made
inspection by [Plaintiffs] accoimting firm, Grossberg Company LLP:

available for on-site
General Ledger
Financial Statements
Income Tax returns
Bank Statements
Bank Reconciliations
Loan Transaction Flistory
Payroll Records
Company Credit Card Statements
Copies of all Leases and License Agreements
ies of
Copies all Broker Commission Agreements (and all payments made
thereunder)
Copies of all Royalty Agreements
Katten
Organizational Chart Listing Affiliated Entities
2900 K Street NW
Exhibit 9. Because Sections 6.3 and 9.7.1 of the Operating Agreement require the Company to
maintain its principal books and records in the cloud and accessible by the Members atMY
202.625.3500 tel
202.298.7570 fax
32
time, the above items should have been readily available for inspection by Plaintiffs accounting
firm.
81. Rahbar rejected the Boards action and has refused to relinquish his positions as
CEO and Treasurer. Rahbar has also repeatedly sought to block Plaintiffs access to the books
and records of the Company as well as to those held by third parties (including various banks) in
order to prevent Plaintiffs from discovering the full extent of his misconduct.
82.
Neither Rahbar nor any of the Companys other Officers, all of whom are loyal to
him, responded to the Plaintiffs Written Consent and Audit Review Notice of August 3. After
repeated attempts to contact the Companys CFO, Defendant Bharwani, and without receiving
any response, the MRP Director sent Mr. Bharwani the following written demand to confirm
receipt of the above correspondence and the Companys cooperation in complying with the
directives contained therein;

After sending the formal audit notification to your attention this afternoon,
we have tried repeatedly to contact you regarding Mr. Rahbars termination as
CEO and Treasurer of the Company, but you have failed to respond and, for
whatever reason, have chosen to be incommunicado in apparent dereliction of
your duties as the CFO of the Company. You are hereby directed, on behalf of the
MRP Director, to secure all financial records of the Company, including those
referenced in my email below, from any and all unauthorized access or attempt by
anyone to delete, remove, transfer, change, modify, or otherwise tamper with the
Companys records. Please acknowledge this directive immediately.
A true, accurate, and complete copy of Mr. Wades first e-mail on August 3, 2016 is attached
hereto as Exhibit 10.

When Mr. Bharwani finally responded, he refused to comply with the actions and
83.
directives of the Plaintiffs and indicated that he would follow up after he had the opportunity to
Katten
Katten MuchinRosenman LLP speak with the Companys legal counsel.
2900 K Street NW
202.625.3500 tel
202.298.7570 fax
33
84. Recognizing that Rahbars removal might cause him to tamper with the
Companys records in an effort to hide his own misconduct, Mr. Wade again demanded that Mr.
Bharwani confirm that, at the very least, he would safeguard the Companys hooks and records:
As the Companys CFO, you have the obligation to protect the integrity of
the books and records of the Company, per my prior email. Your apparent
reluctance to do so is troubling, to say the least. Again, please confirm that you
will protect the integrity of the Companys books and records without further
obfuscation or delay.
A true, accurate, and complete copy of Mr. Wades second e-mail on August 3,2016 is attached
hereto as Exhibit 11.
85. After once again receiving no response from Mr. Bharwani, Mr. Wade made yet
another demand for confirmation that the Plaintiffs directives would be carried out;
To follow up on your correspondence from last night, we have yet to

receive your written acknowledgment as the Companys CFO that you understand
and will strictly adhere to your obligation to protect the integrity of the books and
records of the Company. Please immediately confirm that you will protect the
integrity of the Companys books and records without further obfuscation or
delay.
Furthermore, pursuant to the attached Audit Review Notice, please
confirm that you will be present at MakeOfficess corporate offices in Rosslyn
(1400 Key Boulevard, Suite 100, Arlington, VA 22209) tomorrow morning at 9
AM so that our independent, external auditor may meet with you and obtain all of
the required deliverables set forth in our Audit Review Notice.
A true, accurate, and complete copy of Mr. Wades August 4, 2016 e-mail is attached hereto as
Exhibit 12.
86. Mr. Bharwani eventually responded and refused to acknowledge either the
Plaintiffs Written Consent removing Rahbar as CEO or their Audit Review Notice requesting
access to the Companys books and records. Mr. Bharwani also forwarded correspondence from
Katten
KattenMuchinRosenman LLP
2900 K Street NW
the Companys general counsel. Defendant Jaimie Shapiro, in which she refused to recognize the
202.625.3500 tel
202.298.7570 fax
validity of the Written Consent or the Audit Review Notice, on the purported grounds that she
34
had not yet received them and would not support the Company taking any action until she had
the opportunity to speak with Rahbars outside legal counsel, Clark Hill, regarding the issue. A
true, accurate, and complete copy of Bharwanis August 4, 2016 e-mail is attached hereto as
Exhibit 13.
87. Mr. Wade responded the next day in order to provide copies of the Written
Consent and Audit Review Notice and respond to both Ms. Shapiros and Mr. Bharwam s emails
from the night before:

Jaimie - Attached is the Consent from the MRP Director and the Harris
Director removing Raymond Rahbar as CEO of MakeOffices effective August 3,
2016. Mr. Rahbars termination is authorized by Section 5.1.1 of the governing
Operating Agreement. As legal counsel for MakeOffices, you are required to
abide by and enforce, the Consent. There cannot be any legitimate doubt that
Raymond Rahbar has been removed as CEO of the Company in compliance wth
Section 5.1.1. Please note that a copy of the Consent was delivered to Clark Hill,
Mr. Rahbars outside counsel, on August 3, 2016 by our litigation counsel.
Brian - As to your conditions for delivering the requested audit materials

to the Members of MakeOffices per the formal Inspection letter delivered to you
on August 3, 2016, they are invalid and serve as mere pretext for delaying the
inspection. As noted above, Mr. Rahbars termination as CEO is valid and
effective- and the Members have the right to inspect the books and records ot the
Company in accordance with Section 9.7.1 of the Operating Agreement. The
cloud containing these records was never created, which also is a breach of the
Operating Agreement. Therefore, we reiterate our request to receive these
deliverables and meet with you on Monday, August 8, 2016 at MakeOffices
corporate offices in Rosslyn at 9 AM.
Please confirm receipt of this email and confirm that you will be available
on Monday, August 8, 2016 per our request above.
A true, accurate, and complete copy of Mr. Wades August 5. 2016 e-mail is attached hereto as
Exhibit 14.
88.
Shapiro responded on August 8, 2016 advising Plaintiffs that the Companys
Katten
2goo K Street NW
Officers had consulted the [C]ompanys outside counsel regarding the Boards removal of
202.625.3500 tei CEO and its request for access to the Companys books and records, and determined
202.298.7570 fax Rahbar as
35
to reject both actions. Shapiro offered no support for the officers refusal to recognize Rahbars
removal or for her conclusory assertion that the Companys officers are within their right to
demand for immediate audit rights. Indeed, Shapiro could not

deny MRPs and Harriss
possibly provide any support for those determinations as they are in clear violation of the
Company's Operating Agreement and the rights afforded to the Plamtiffs as Members. Shapiro
correspondence by brazenly directing Plaintiffs not to come to or access the

concluded her
Companys offices despite their clear and unfettered right to do so . Shapiros response e-mail
states, in full, as follows:

The companys outside counsel has done a preliminary review of the
board dispute and related audit request. Pursuant to their advice, I have been
advised to maintain my original stance on both matters. The Cornpany s officers
are not in a position to conclude that Raymond has been removed as CEO, and
until MakeOffices is able to reach such a conclusion, we must all Proceed with
status quo that [Rahbar] is still the CEO. Similarly, the Company ^
within their right to deny MRPs and Harriss demand for immediate audit rights.
You are directed not to come to or access the Companys offices while
this is being sorted out. Our outside counsel requires more time to advise usuon
whether the audit rights are appropriate in light of the nature of the ongoing o
dispute. We are unable to grant MRP and Harris audit rights until we have had
sufficient time to receive advice from outside counsel. Again, you are directed not
to come to or access the Companys offices while this is being sorted out.
A true, accurate, and complete copy of Shapiros August 8, 2016 e-mail is attached hereto as
Exhibit 15.
To make matters worse, later in the day on August 8, Rahbar had a document
89.
delivered to Plaintiffs entitled, Action by Written Consent of the Members, which purports to
the Board of the Company: (1) the Companys general

appoint two new Directors to serve on
friend, Eric Raezer. A true, accurate, and
counsel. Defendant Jaimie Shapiro; and (2) Rahbars
Katten
complete copy of the Action by Written Consent of the Members is
is attached hereto as Exhibit
2900 K Street NW
202.625.3500 tel
202.298.7570 fex 16.
36
90. The purported appointment of Shapiro and Raezer as Directors blatantly violates
invalid. Rahbar attempted to take such
the terms of the Operating Agreement and \sper se
action unilaterally as the IBB Director without providing prior notice to Plaintiffs, much less
have been authorized by Section 4.2 of
obtaining their written consent. The Action purports to
m order to elect, remove,
the Operating Agreement, However, Section 4.2 clearly provides that, i
Director besides the IBB Director, MRP Director, and Harris Director, or to
or replace any new
change the number of Directors beyond those initial three Directors, a vote of a Majority in
. Exhibit 3, at 8. And, as explained above, Section 7.2.1 states expressly
Interest is necessary
that, for all purposes, including the election of new Directors, the affirmative vote or
Id, at 15
approval of a Majority in Interest ... require[s] the approval of IBB, Harris and MRP.
a combination
(emphasis added); see also id.. Section 1.1.19 (defining Majority in Interest as
of Members who, in the aggregate, control more than fifty percent (50%) of the votes
) (emphasis added); and Section 1.1.20 (defining the
associated with the Membership Units ...
each Person designated as a Member of the Company,
singular term, Member, to mean
such Persons) (emphasis
whereas the plural term, Members, refers to any two or mor^
circumstances have the authority alone to
added). In other words, Rahbar does not under any
change the number of Directors because the vote or approval of a Majority
elect new Directors or
Interest necessarily requires the vote or approval of more than one Member.
m
have left the Company deadlocked and paralyzed, and
91. The Defendants actions
morale within the Company is increasingly deteriorating. In the months since Plaintiffs removal
CEO and Treasurer and to relinquish

action was filed, Rahbar has refused to step down as
Katten Defendant Bharwani also recently resigned
Katten MuchinRosenman llp control over the Companys finances and operations,
2900 K Street NW
The only other officer who remains is the Company s
202.625.3500 tel
from his position as the Companys CFO
202,298.7570 fex
37
of the perpetrators of the wrongdoing
General Counsel, Defendant Shapiro, and she too is one
alleged herein. With the aeting leadership of the Company eomprised solely of individuals who
run effectively and

have engaged in rampant misconduct and self-dealing, the Company cannot
is being seriously harmed, both financially and reputationally.
PT AINTIFFS DEMANDS ON THE DEFENDANTS

V.
As described above, on August 3, 2016, Plaintiffs made demands on the Company
92.
rectify the Defendants' misconduct, includrng demands for Rahbar's removal as CEO and
to
books and records. Plaintiffs demands
Treasurer and for a full accounting of the Company s
pecifically rejected by the Defendants, including Defendants Rahbar, Bharwam, and
were s
Moreover, the Company failed to comply with Plaintiffs' demands and take any of the
Shapiro.
the demands were made.
actions demanded by Plaintiffs at any point in the months since
By letter dated December 21, 2016, Plaintiffs provided Defendant Rahbar with
93.
CEO and Treasurer, reiterated that he
another copy of the August 3 demand for his removal as
has no authority to act on behalf of the Company, and further demanded that he relinquish all
finances and cease making business decisions for the Company. A

control of the Companys
December 21,2016 demand letter is attached
true, accurate and complete copy of Plaintiffs
hereto as Exhibit 17. However, Rahbar again refused to step down as CEO and Treasurer, and
the Company has taken no action to make him do so.

after sending the December 21, 2016 demand letter. Plaintiffs were
94. Shortly
MakeOfficess CFO
informed that Defendant Bharwani would be resigning from his position as
at the end of the year. As a result, the only officers who remain with the Company are
Katten
KattenMuchinRosenman llp Defendant Rahbar - in his purported roles as CEO and Treasurer
and Defendant Shapiro, the
2900 K Street NW
North Tower - Suite 200 General Counsel. Defendants Rahbar and Shapiro ate the very persons who
Washington, DC 20007.5118
202,625.3500 tei
Companys
202.298.7570 fax
38
repeatedly and consistently have refused Plaintiffs demands on the Company to remedy the
misconduct identified by Plaintiffs. Moreover, Defendants Rahbar and Shapiro are themselves
two of the perpetrators of that very misconduct. Defendant Rahbar is the nucleus of the rampant
mismanagement and misappropriation described herein, and Defendant Shapiro has been
complicit in, and assisted with, his schemes. Because the acting leadership of the Company is
comprised solely of individuals who are named herein and guilty of the wrongdoing alleged
herein, any further demands would be futile.
95. Further demands on the Company would be futile for the additional reason that
Plaintiffs, representing a majority of the Board of Directors - the decision-making body of the
Company obviously already have approved the relief sought herein. Therefore, to the extent a
demand were required, it has been agreed to. However, the Defendants, particularly Rahbar and
Shapiro as the acting officers of the Company, are refusing to enact Plaintiffs demands. Thus,
any additional demands would be futile.
COUNT I
VIOLATION OF VIRGINIA CODE 18.2-499 AND -500 - BUSINESS CONSPIRACY
(Direct and Derivative - Against All Defendants)
96. Plaintiffs incorporate by reference the allegations set forth in Paragraphs 1
through 95 of this Complaint as if fully set forth herein.
97. Pursuant to Va. Code 18.2-499(A), Any two or more persons who combine,
associate, agree, mutually undertake or concert together for the purpose of... willfully and
maliciously injuring another in his reputation, trade, business or profession by any means
whatever ... shall be jointly and severally guilty of a Class 1 misdemeanor ... in addition to any
Katten
KattenMuchinRosenman lip civil relief recoverable under 18.2-500. Section 18.2-500 provides a private civil cause of
2900 K Street NW
202.625.3500 tel
action to [a]ny person who shall be injured in his reputation, trade, business or profession by
202.298.7570 fax
39
reason of a violation of 18.2-499 and allows for the recovery of three-fold the damages by
him sustained, and the costs of suit, including a reasonable fee to plaintiffs counsel, and without
limiting the generality of the term, damages shall include loss of profits.
98. Defendant Rahbar, with the knowledge, consent, aid, and participation of the
other Defendants, engaged in a conspiracy to injure Plaintiffs - both in their individual capacities
and as Members of MakeOffices. Defendants actions in furtherance of the conspiracy included
those described above and incorporated herein, and, in particular:
Artificially inflating Company build-out costs and falsifying tenant reimbursement

packages in order to siphon off funds due to the Company as part of tenant improvement
budgets paid by Company landlords;
Diverting more than $600,000 in monetary commissions due to the Company from
Avison Young to accounts held by Rahbar, Raezer, and/or the Raezer Entities;
Creating and using shell entities, including American Majestic and the Raezer Entities,
and fabricating bank payment records and mechanics lien waivers, for the sole purpose
of engaging in improper and illegal acts and to funnel money away from the Company
and to themselves;
Making improper and excessive distribution payments to Defendants Rahbar and Junior,
through distributions to IBB and Best Inbestuhment respectively, while making only
nominal distributions to the other Members or no distributions at all;
Entering into a sweetheart deal to pay Defendant Raezer $1 million from Company
accounts for consulting services that he never actually provided to the Company, which
agreement was in fact a sham agreement to provide cover for Defendants self-dealing;
Denying Plaintiffs access to the Companys books and records in order to conceal the
extent of the Defendants financial impropriety;
In secret, purporting to appoint Defendants Raezer and Shapiro to the Board of Directors
in an attempt to divest Plaintiffs of their majority vote on the Board, and, with respect to
Defendant Shapiro, violating professional and legal duties to MakeOffices by unethically
accepting such appointment;
Katten Wasting Company assets on excessive and unwarranted travel and entertainment
KattenMuchinRosenman up
2900 K Street NW expenses and compensation;

202.625.3500 tel Diverting EagleBanlc funds to accounts Rahbar set up at other banks, which placed the
202,298.7570 fax
Company in technical default of its loan obligations with EagleBank;
40
Falsifying Company financial statements with the aid of Defendant Rahbars personal
accountant; and
Writing checks totaling in the hundreds of thousands of dollars without explanation,
notice, or board approval for personal benefits unrelated to Company business, including
repayment of Rahbars student loans.
Defendants agreed and mutually undertook the foregoing actions willfully and
99.
of enriching themselves and injuring the Companys trade and
maliciously, and for the purpose
business. Each of the Defendants has been complicit in, and assisted with, some or all of the
foregoing schemes and misconduct.

100. For her part, Shapiro was the person responsible for forming and organizing the
including Defendant Raezer Construction, that Defendants used to defraud

shell entities,
Company landlords and siphon off tenant improvement monies and leasing commissions due to
the Company. Exhibit 18. Shapiro falsely attested in official records filed with the State
Corporation Commission to organize these entities that [t]he purpose for which the[y] [were]
formed is to engage in any lawful business, purpose or activity for which a limited liability
be formed under the Virginia Limited Liability Company, even though she Imew
company may
that the entities had no legitimate business purpose and were created solely m order to further
Defendants fraudulent schemes, Shapiro has also knowingly accepted tens of thousands of
dollars of Company funds without explanation, notice, or Board approval for personal benefits
unrelated to Company business, including to lease a car for her own personal use.
Shapiro has also personally gone to great lengths to fraudulently conceal the
101
Defendants misconduct from the Company, its Board, and its Members, including Plaintiffs.
When Plaintiffs demanded in August 2016 that the Company rectify the Defendants
Katten
2900 K Street NW
misconduct, including by complying with Rahbars removal as CEO and Treasurer and
202.625.3500 tel
202.298.7570 fax
permitting a full accounting of the Companys books and records, it was Shapiro who rejected
41
Exhibits 13 and 15. Since that time, Shapiro has repeatedly and
Plaintiffs demands,
remedy the misconduct identified by Plaintiffs and, in
consistently refused Plaintiffs demands to
stifle information of the rampant misconduct by Rahbar
many instances, has actively worked to
former Chief Financial Officer,
and the other Defendants from becoming public. MakeOffices s
has submitted a sworn affidavit in support of this Amended Verified Complaint,
Brian Bharwani,
which describes Defendants' efforts, tneluding Shapiro's efforts, to keep evidence of
, and complete copy of Mr. Bharwanis sworn

Defendants misconduct secret. A true, accurate
affidavit is attached hereto as Exhibit 20.

In response to Plaintiffs' investigation of Defendants' rampant misconduct.
102.
retaliation campaign against Plaintiffs.
Defendants Rahbar and Shapiro have also implemented a
Among other retaliatory actions. Defendants Rahbar and Shapiro have consp.red to defame
Company employees, to the public, and to

Plaintiffs to other Members of the Company, to
Shapiro wrote letters to all
landlords from whom MakeOffices leases commercial office space
of the Companys landlords falsely claiming that MRP UO no longer has any affiliation or
communicate with MRP UO.
relationship with the Company and instructing the landlords not to
and the other Defendants to cut Plaintiffs off from
Shapiro has also conspired with Rahbar
MRP UO out of the Company. They attempted to divest
MakeOfficess business and squeeze
the Board by conspiring to secretly appoint Defendants
Plaintiffs of their majority vote on
Raezer and Shapiro to the Board of Directors. They have denied MRP UO any access at all to
information that it needed to comply with its tax

Company books and records and withheld tax
to acknowledge MRP UOs
obligations. And, most recently. Defendants have refused even
Katten concocted theory that MRP UO supposedly failed to
KattenMuchinRosenman llp membership in the Company based upon a
2900 K Street NW
North Tower - Suite 200 . Defendants have taken that position even though they
202.625.3500 tel
satisfy its capital contribution obligation
202.298.7570
42
MRP UO has contributed $2,821,671,68 to the Company in cash and letters
know full well that
pital contribution requirement under the 2014 Operating
of credit, more than satisfying its ca
Agreement, as described above in Paragraphs 28-34. Defendants theory is
ts also belied by the
of the current Operating Agreement, which expressly recognizes MRP UO s

plain language
Class A Member. In fact, the Defendants have repeatedly
capital contributions and its status as a
Member of MakeOffices and has fully satisfied its
and publicly recognized that MRP UO iIS a
and unlawful actions of Defendants, including
capital contribution. The defamatory statements
made for the purpose of injuring Plaintiffs' reputation, trade, and business.
Shapiro, were
As a reasonable, foreseeable, direct, and proximate result of Defendants'
103.
of $3 million. In
conspiracy, the Company's business has been damaged m an amount m excess
reasonable, foreseeable, direct, and proximate result of Defendants' conspiracy to
addition, as a
defame Plaintiffs and their principals. Plaintiffs have been damaged directly in an amount m
excess of $3 million.
COUNT 11
BREACH OF FIDUCIARY DUTY
(Derivative - Against Defendants Raymond Rahbar, Jn, Brian B arwani,
^ JaLe Shapiro, Reid Fetters, Chris Junior, and Eric Raezer)
reference the allegations set forth in Paragraphs 1

104. Plaintiffs incorporate by

plicitly that [e]ach of the duly
105. Section 4.1 of the Operating Agreement states ex
.. shall be, and hereby is, designated as a manager of the Company. By
elected Directors .
the IBB Director, Defendant Rahbar is a manager of the Company
virtue of his designation as
Although Plaintiffs dispute the validity of Defendant
Katten and owes fiduciary duties to the Company.
KattenMuchinRosenman llp the Board, Defendants
2900 K Street NW
Rahbars attempted appointment of Defendants Shapiro and Raezer to
been effectively made the fourth and fifth
202.625.3500 tel
202.298.7570 fax maintain their position that Shapiro and Raezer have
43
Directors. Under the circumstances. Defendants Shapiro and Raezer stand in a fiduciary
relationship with the Company and owe the Company corresponding fiduciary duties. Shapiro,
as an attorney acting as General Counsel to the Company, owes fiduciary duties on that basis as
well. In addition. Defendants Bharwani, Fetters, and Junior, as duly appointed Officers of the
Company, stand in a fiduciary relationship with the Company and owe the Company
corresponding fiduciary duties.

106. Defendants breached their fiduciary duties to the Company by the conduct
described in Paragraphs 45-76 above, including, for example, (1) falsifying bank payment
of tenant reimbursement packages and creating and

records and mechanics lien waivers as part
using shell entities for the purpose of defrauding Company landlords and siphoning off tenant
improvement monies; (2) diverting more than $600,000 in monetary commissions due to the
Company from its tenant broker, Avison Young; (3) making, and purporting to approve,
entities controlled by Defendants Rahbar and

improper and excessive distribution payments to
Junior while making only nominal or no distributions to other Members; (4) contracting to pay
Defendant Raezer $1 million in Company funds for services that he never actually provided to
and that would have been worth only a small fraction of that amount in any event;
the Company
(5) failing to properly maintain Company books and records and denying Plaintiffs access to
information regarding the Companys business and financial affairs; (6) secretly appointing
Defendants Raezer and Shapiro to the Board of Directors in attempt to seize control of the
Company and protect themselves and their ongoing misconduct; (7) wasting Company assets on
unwarranted compensation; and (8) violating

lavish personal travel and entertainment as well as
Katten as described more fully in
numerous provisions of the Company Operating Agreement
2900 K Street NW
Washington, DC 20007-5118 Paragraphs 45-76 above. By these actions. Defendants failed to protect and advance the interests
202.625.3500 tel
202.298.7570 fax
44
of the Company and to refrain from self-dealing and conduct that would hurt the Companys
business.
107. For her part, as general counsel to the Company, Defendant Shapiro is obligated
to act in good faith and in a marmer consistent with the best interests of the Company, including
to refrain from impermissible conflicts of interest and from self-dealing. Shapiro has blatantly
violated those obligations and exceeded the scope of her employment by, among other actions,
refusing to comply with the official actions of the duly-elected Board and the terms of the
Companys Operating Agreement; conspiring to have herself appointed to the Board, which
presents an obvious conflict of interest and compromises her independence and professional
judgment; and favoring one Member of the Company (Rahbar), while actively attempting to
harm the financial interests and reputations of other Members (Plaintiffs); and actively and
willfully participating in Defendants misconduct and in concealing their misconduct from the
Company, as described above in Paragraphs 79-95 and 101.
108. Asa reasonable, foreseeable, direct, and proximate result of Defendants breaches
of their fiduciary duties, the Company has been damaged in an amount in excess of $3 million.
COUNT 111
DISSOCIATION
(Direct and Derivative - Against Defendants IBB and Best Inbestuhment)

Virginia Code 13.1-1040.1(5) authorizes a limited liability company and/or a
no.
member of a limited liability company to apply for the expulsion of another member by judicial
Katten
KattenMuchinRosenman llp determination where:
2900 K Street NW
North Tower-Suite 200
Washington. DC 20007-5118 A. The member engaged in wrongful conduct that adversely and materially
202.625.3500 tei
202.298.7570 fax affected the business of the limited liability company;
45
B. The member willfully or persistently committed a material breach of the
articles of organization or an operating agreement; or
C. The member engaged in conduct relating to the business of the limited liability
company which makes it not reasonably practicable to carry on the business with
the member.
111. IBB and Best Inbestuhment have engaged in conduct warranting their expulsion
as Members of the Company. For example, in 2015, Rahbar caused the Company to make
$715,000 in distributions to Defendant IBB, which is wholly-owned by Rahbar, and a $25,000
distribution to Defendant Best Inbestuhment, which is wholly-owned by Rahbars longtime
friend, Defendant Junior. These distributions were made unilaterally without providing notice to
the other Members or Directors, much less gaining the approval of any Director besides Rahbar
as the Operating Agreement requires. IBB took additional distributions from the Company in
2016. Under the circumstances, the distributions to Defendants IBB and Best Inbestuhment were
made in violation of Section 10.1 of the Operating Agreement. By causing the Company to
make the unlawful distributions to themselves and by accepting the distributions with
knowledge of their violation of the Operating Agreement - Defendants IBB and Best
Inbestuhment intentionally engaged in wrongful conduct that adversely and materially affected
the business of MakeOffices.
112. In addition. Defendants IBB and Best Inbestuhment, through their respective
principals and alter egos. Defendants Rahbar and Junior, willfully and persistently committed
material breaches of the Company Operating Agreement and other misconduct as described in
Paragraphs 45-71 above.
Accordingly, Plaintiffs seek an Order expelling Defendants IBB and Best

Katten 113.
KattenMuchinRosenmanLLP
2900 K Street NW
Inbestuhment as Members of MakeOffices.
202.625,3500 tel
202,298.7570 fax
46
COUNT IV
DECLARATORY JUDGMENT
(Direct and Derivative - Against Defendants Raymond Rahbar, Jr., IBB
Best Inbestnhment, Chris Jnnior, Mahron Rahbar, Raymond Rahbar, Sr.,
Eric Raezer, Reid Fetters, Brian Bharwani, Raezer and Fetters,
Raezer Construction, Raezer Sponsors, and American Majestic)
Plaintiffs incorporate by reference the allegations set forth in Paragraphs 1

114

There is a real, actual, and justiciable controversy between the parties to this
115.
alidly and effectively removed Rahbar as CEO and Treasurei
action as to (1) whether Plaintiffs
of the Company pursuant to Section 5.1.1 of the Operating Agreement as reflected in their
Written Consent dated August 3,2016; and (2) whether Rahhars purported expansion of the
Board of Directors and appointment of Erie Raezer and Jaimie Shapiro as two new
Companys
Directors without notice to or approval by the Plaintiffs was valid and effective.
The controversy presented by this matter is based upon present, rather than future
116.
speculative facts, which are ripe for judicial adjustment, because Rahbar has rejected the
or
new
Plaintiffs action to remove him as CEO and Treasurer and has purported to appoint two
without affording Plaintiffs their right to approve or reject such action.
Directors unilaterally
This Court is empowered to issue declaratory judgment adjudicating the parties

117.
rights and to order such other and further relief as may be appropriate pursuant to Va. Code
of a declaratory judgment as to the legal rights of the

8.01-184 and 8.01-186. The issuance
parties will contribute to the efficient resolution of this dispute and any future dispute arising
from the Operating Agreement.
Katten
Katten MuchinRosenman LLP
2900 K Street NW
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COUNT V
BREACH OF OPERATING AdSiSSST - STATUTORY MMOVAL
^Direct and Derivative - Against Defendant Raymond Rahbar, Jr.)

through 117 of this Complaint as if fully set forth herein

of the Virginia Limited Liability Company Act,
119. Pursuant to Section 13.1-1023
Operating Agreement by injunction or by such
this Court has the equitable power to enforce an
other relief that the eourt in its diseretion determines to be fair and appropriate in the
from his or her position as a manager

circumstances, including by removing an offending party
of the company.
that [ejach of the duly elected
120. Section 4.1 of the Operating Agreement states
of the Company [.] Exhibit 3, at 7.
Directors shall be, and hereby is, designated as a manager
manager of the Company in his capacity as IBB Director.

Rahbar is, therefore, a
Among other prohibitions, MakeOff.ces's Operating Agreement prohibits any
121.
Officer of MakeOffices from us[ing] any property of the Company to
Director, Manager, or
consent of an ad hoc committee of all
gain an exclusive personal benefit without the
Disinterested Directors[.] S^ Exhibit 3, Section 4.3.2 . As described in Paragraphs 45-71
Defendant Rahbar has used Company fimds for his own personal gam in violation of
above.
Section 4.3,2 and has also breached numerous other provisions of the Company Operating
Agreement, In light of Rahbar's egregious violations of the Operating Agreement and his
funds. Plaintiffs seek an Order from the

extensive self-dealing and misappropriation of Company
of the Company pursuant to Va. Code 13.1-1023.
Court removing Rahbar as a Manager
Katten
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COUNT VI
WRONGFUL DISTRIBUTION
(Derivative - Against Defendants Raymond Rahbar, Jr., IBB,
Best Inbestuhment, and Chris Junior)

Under Va. Code 13.1-1036, if a member of alrmited liability eompany reeeiyes
123.
violation of the companys operating agreement, then the member is l.able to
a distribution in
thereafter for the amount of the
the limited liability company for a period of two years
distribution wrongfully made.

10.1 of the Companys Operating Agreement, distributions are
124. Under Section
determine the amount of cash, if any,
prohibited until after such time as the Requisite Directors'
The lone exception to that rule in Section 10.1 arises only if the
that is available for distribution.
of Distributable Cash after taking into account all
Company holds $10,000,000 or more
of the Company and all reserves necessary for Company operations, m
outstanding expenses
shall be deemed to be automatically
which case a majority vote of the Requisite Directors
Exhibit 3, at 25-26. Section 10.1 provides, in relevant part, as follows;
granted
S operLg expenses of the Company as of such time, (n)
Katten
KattenMuchlnRosenman lip as the Board of Directors may determine. ...
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Requisite Directors is defined in Section 4.2 of the Operating Agreement to
125.
Director, MRP Director, and IBB Director. Exhibit 3, at 9. Accordingly,
mean the Harris
the Company to make distributions without the
Rahbar, as the IBB Director, cannot cause
knowledge of. and approval of the MRP Director and Harris Director.
Despite the restrictions in Section 10.1, in 2015, Rahbar cansed the Company to
126.
Defendant IBB, his wholly-owned entity, and a $25,000
make $715,000 in distributions to
Defendant Best Inbestuhment, which is wholly-owned by his longtime friend.
distribution to
Rahbar made additional unauthorized distributions in 2016. These
Defendant Junior.
made unilaterally without providing notice to the other Members or Directors,
distributions were
besides Rahbar. Furthermore, the Company has never
much less the approval of any Director
had $10 million or more in cash available for distribution, and, therefore, the Reciuisite
Directors express approval of distributions was required at all relevant times.
Under the circumstances, the distributions made to Defendants IBB and Best
127.
. Pursuant to Va. Code 13.1-
Inbestuhment were made in violation of the Operating Agreement
for the total amount of the distributions wrongfully
1036, Defendants are liable to the Company
IBB and Best Inbestuhment, Plaintiffs seek a judgment against them, and in favor of the
made to
Company, in that amount, which likely exceeds $1 million.
COUNT VII
ACTUAL AND CONSTRUCTIVE FRAUD

Katten As detailed above, the mismanagement and misappropriation by the Defendants
129.
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false representations and deceptive acts. These statements
was accomplished through numerous
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50
and acts included, but were not limited to, misrepresenting that Avison Young rightfully could
pay commissions to Defendants personally rather than to MakeOffices, and misrepresenting the
Companys bank account information in order to trick Avison Young into paying Defendants
personally; falsifying company records and bank account records to inflate the build-out costs of
Company locations in order to capture the inflated funds for personal use; taking secret cash
distributions, while denying distributions to Plaintiffs; falsifying notarizations in order to make a
sham $1 million contract in an attempt to cover defendant Rahbars misappropriation; failing
to explain, account for, or document hundreds of thousands of dollars in illegitimate personal

expenses paid for with Company money; and falsifying Company financial statements with the
aid of Defendant Rahbars personal accountant.
130. In addition to making affirmative misrepresentations. Defendants also
fraudulently failed to disclose their conduct to the Company, including its Board of Directors, of
which Plaintiffs represent two of the thi'ee members. Defendants were under a duty to do so both
by law and pursuant to the Operating Agreement. Indeed, Defendants went to great lengths to
fraudulently conceal their misconduct from the Board in order to carry on their self-dealing and
misappropriation.
131. For her part. Defendant Shapiro directly participated in the mismanagement and
misappropriation of Company funds as described above in Paragraphs 50 and 107; and in
concealing the Defendants misconduct from the Company, its Board and Members as described
above in Paragraphs 79-95 and 101.
132. The Company, Plaintiffs, and the other parties identified in this Complaint
Katten reasonably relied on Defendants misrepresentations and misconduct and were unaware of the
2900 K Street NW
Washington, DC 20007-5118 facts that the Defendants concealed, all of which were material. As a result, the Company and
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Plaintiffs were seriously harmed, as Defendants were able to waste and misappropriate millions
of dollars.
reasonable, foreseeable, direct, and proximate result of Defendants
133. Asa
misrepresentations, misconduct, and concealment, the Company and Plaintiffs have been
damaged in an amount in excess of $3 million. Defendants willful, wanton, and reckless
statements and actions also warrant punitive damages of at least $10 million.
COUNT VIII
INJUNCTION - BOOKS AND RECORDS
Plaintiffs incorporate by reference the allegations set forth in Paragraphs 1

134.

Under Va. Code 13.1-1028, a member of a limited liability company has the
135.
right, upon reasonable request, to obtain, inspect, and/or copy certain records of the company.
include the identities of members of record; the company's articles of organization
These records
and certificate of organization; the companys operating agreement; the companys federal and
state tax returns and reports for the most recent three years; financial statements of the company
and full information regarding the state of the business and

for the most recent three years; true
financial condition of the limited liability company^ ; and any other information regarding the
affairs of the limited liability company, except to the extent the information demanded is
unreasonable or otherwise improper under the circumstances.
136. In addition, under Section 6.3 of the Operating Agreement, the Company is
required to maintain complete and accurate books and records of the Companys financial and
Katten
KattenMuchinRosenman llp business affairs, and it must keep those records in the cloud and accessible by the Members
2900 K Street NW
Exhibit 3, at 12-13 (emphasis added). Section 9.7.1 similarly provides that the
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in whatever form maintained, shall at all times
records and books of account of the Company, in
office of the Company and shall be open to the inspection
be maintained at the principal
and examination of the Members or their representatives during reasonable business hours
Id., at 25 (emphasis added). Section 6.2 also provides that the

up to twice per calendar year
in financial information about the Company at
Company shall deliver to each Member certain
Profit and Loss Statement and Balance Sheet
several points throughout the year, including (1) a
later than thirty days after the closing of each Fiscal Year; and (2) a
delivered to each Member no
quarterly basis consisting of a
full financial reporting package delivered to each Member on
statement, (ii) statement of Member's equity, (iii) balance sheet, (iv) general
(i) monthly income
ledger, and (v) such other reports as any Member owning not less than 10% of the aggregate
Membership Units hereunder may request[.] Ift, at 12.

officers, including Defendants Jaimie Shapiro and
137. Rahbar and the Companys
1028 and the Company Operating Agreement by
Bharwani, have violated Va. Code 13.1-
(1) failing to maintain complete and accurate books and records of the Companys financial and
financial repository cloud for all financial

business affairs; (2) failing to create and maintain a
all Members at any time and without notice;
records of the Company and which is accessible to
those records despite repeated reasonable demands; and
(3) denying Plaintiffs access to
financial reporting to the Board and the Members.
(4) routinely failing to deliver the necessary
As described above, Plaintiffs have made several demands for access to the
138.
Company's records (see Exhibits 9. 10.11,12 and 14), and those demands have been repeatedly
rejected by Rahbar and the Companys officers (see Exhibits 13 and 15).
Katten Pursuant to Va. Code 13.1-1023(C)(1) and 13.1-1028, Plaintiffs seek an order
KattenMuchinRosenmanLLP 139.
2900 K Street NW
North Tower - Suite 200 of the Operating Agreement and
Washington, DC 20007-5118 requiring the Company and its Officers to abide by the terms
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Virginia law (Va. Code 13.1-1028) relating to Plaintiffs right to access the Companys books
and records.
140. Plaintiffs also seek, pursuant to Va. Code 13.1-1045, an award of their costs,
including attorneys fees, incurred to obtain an order permitting them to inspect and copy the
Companys records.
Without access to information regarding the Companys financial and business
141.
Defendant Rahbar and the other Defendants will continue to misappropriate Company
affairs,
funds and irreparably damage the Company and Plaintiffs investment m it. Under the
circumstances. Plaintiffs would be without an adequate remedy at law. It would be manifestly
unjust to allow Defendants to wantonly ignore Plaintiffs inspection rights which are clearly
guaranteed by the Operating Agreement and Virginia law.
COUNT IX
DEFAMATION
(Direct - Against Defendants Raymond Rahbar, Jr. and Jaimie Shapiro)
142. Plaintiffs incorporate by reference the allegations set forth in Paragraphs
143. In retaliation for Plaintiffs investigation of Defendants rampant mismanagement
and misconduct. Defendants Rahbar and Shapiro engaged in calculated strategy to defame
Plaintiffs to other Members of the Company, to Company employees, to the public, and to third-
whom MakeOffices and Plaintiffs regularly do business, as described above in

parties with
Paragraphs 73-75. These statements were untrue and were made for the purpose of harming
Plaintiffs reputations and their standings within their industries.

Katten Defendants Rahbar and Shapiro published the above-described defamatory
144.
2900 K Street NW
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statements to third parties without privilege.
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Defendants Rahbar and Shapiro knew or should have known that the aforesaid
145
defamatory statements were false when published

146. Specifically, on July 27, 2016, Shapiro wrote letters to all of the Companys
business affiliation or relationship with the

landlords claiming that MRP UO no longer has any
Company and, on that basis, instructing the landlords that there should be no further
communication with MRP [UO] as it pertains to the business dealings between [MakeOffices]
and [its landlords]. S^ Exhibit 19. At the time of Shapiros statements, MRP UO was
unquestionably a Member of the Company, controlled one of the three Director seats on the
actively involved in aspects of the Companys business and
Companys Board, and was
General Counsel and Chief of Staff, Shapiro knew of Plaintiffs
operations. As the Companys
ongoing ownership interest and involvement in the Company, and yet she falsely told
MakeOfficess landlords that MRP UO no longer has any business affiliation or relationship
with the Company. Shapiro wrote to the Companys landlords knowing that her statements
regarding MRP UO were false or, at the very least, with reckless disregard for their truth.
147. Shapiro also had no legitimate business purpose for sending her letters to
Company landlords. To the contrary, Shapiro made the statements in her letters to Company
landlords for the sole purpose of harming MRP UOs professional reputation, dissuading
landlords from assoeiating with MRP UO, and inhib.ting MRP UOs ability to properly conduct
and oversee the operations of MakeOfficess business. All of the landlords who received one of
of Plaintiffs association with MakeOffices, and, in fact, many

Shapiros letters were well aware
of the landlords had agreed to lease space to MakeOffices solely because of Plaintiffs
Katten
KattenMuchinRosenman llp association. Indeed, Plaintiffs were brought on as
Members of MakeOffices because of their real
2900 K Street NW
Washington, DC 20007-5118 estate expertise, financing, and industry relationships that the Company needed to expand its
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business. Under the circumstances, Shapiros statements to Company landlords carried
significant implications for MRP UOs reputation and standing in the real estate industry.
148. The false statements made by Defendants Rahbar and Shapiro have prejudiced
Plaintiffs in their profession and trade - and were made for the express purpose of causing such
prejudice and were defamatory per se . In addition, Rahbars false statements about Harris UO
and its principal, Ron Paul, being investigated are defamatory per se for the additional reason
that they impute to them a criminal offense involving moral turpitude for which they may be
punished.
149. As a reasonable, foreseeable, direct, and proximate result of the defamatory

an amount
statement made by Defendants Rahbar and Shapiro, Plaintiffs have been damaged in
in excess of $3 million.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs respectfully request that this Court enter judgment against
Defendants and issue an Order,
On Count I:
finding that Defendants violated Virginias business conspiracy statute, Va. Code
(1)
18.2-499, et s^, and that their conspiracy injured both the Company and Plaintiffs
individually;
(2) awarding the Company compensatory damages in an amount to be determined at
less than $3 million, which amount shall be trebled under Va. Code 18.2-500(A),
trial, but not
awarding reasonable attorneys fees under Va. Code 18.2-500(A); and
(3)
Katten awarding Plaintiffs punitive damages in the amount of at least $10 million.
KattenMuchinRosenman llp (4)
2900 K Street NW
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On Count II:
finding that Defendants Raymond Rahbar, Jr., Brian Bharwani, Jaimie Shapiro,
(1)
have breached their fiduciary obligations to the
Reid Fetters, Chris Junior, and Eric Raezer
Company; and
(2) awarding Plaintiffs, derivatively on behalf of MakeOffices, compensatory
amount to be determined at trial, but not less than $3 million.

damages in an
On Count III:
finding that Defendants Iz Best Bro, LLC and Best Inbestuhment LLC (A)
(1)
ongful conduct tltat adversely and materially affected the business of MakeOffices;
engaged in wr
(B) willfully and persistently committed material breaches of the Company Operating
MakeOfficess business, which makes it not

Agreement; and (C) engaged in conduct relating to
reasonably practicable to carry on the business with them as Members, and

expelling Defendants Iz Best Bro, LLC and Best Inbestuhment LLC as Members
(2)
of MakeOffices.
On Count IV:
entering a declaratory judgment resolving this dispute and declaring that:
(1)
validly removed as CEO and Treasurer of the Company pursuant to
a. Rahbar was
Sections 5.1.1 and 5.1.4 of the Operating Agreement effective August 3, 2016;
and
Rahbars Action by Written Consent of the Members purporting to appoint two
b.
Board violates Section 4.2 of the Operating Agreement and
new Directors to the
Katten is invalid and without legal effect.
2900 K Street NW
Washington, 0020007-5118
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On Count V:
finding that Defendant Raymond Rahbar, Jr. is in breach of the Companys
0)
Operating Agreement; and
(2) removing Defendant Raymond Rahbar, Jr. as a Manager of the Company pursuant
to Va. Code 13.1-1023.
On Count VI;
finding that any cash distributions made to the Members of the Company,
(1)
have been distributed to Defendant Iz Best Bro, LLC and the
including the $715,000 known to
$25,000 known to have been distributed to Defendant Best Inbestuhment LLC, were m violation
of the Companys Operating Agreement; and
awarding Plaintiffs, derivatively on behalf of MakeOffices, compensatory

(2)
damages in an amount to be proven at trial, which amount likely exceeds $1 million, pursuant to
Va. Code 13.1-1036.
On Count VII:
finding that Defendants committed actual and constructive fraud and that, in
(1)
doing so, they injured both the Company and Plaintiffs individually,
i an amount to be
awarding the Company and Plaintiffs compensatory damages m
(2)
determined at trial, but not less than $3 million; and
(3) awarding Plaintiffs punitive damages in the amount of at least $10 million.
On Count VIII:
requiring Defendants to abide by the terms of the Operating Agreement and
(1)
Katten
KattenMuchinRosenman llp Virginia law with respect to the Company s books and records, including that Defendants;
2900 K Street NW
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books and records of the Companys financial
a. maintain complete and accurate
and business affairs;

b. create and maintain a financial repository cloud for all financial records of the
Company and which is accessible to all Members at any time and without notice;
s financial records upon reasonable
c. permit Plaintiffs access to the Companys
request; and
d. deliver to Plaintiffs at all required times throughout the year the necessary
financial reporting described in Section 6.2 of the Operating Agreement.
On Count IX:
awarding Plaintiffs compensatory damages in an amormt to be determined at trial,
(1)
but not less than $3 million.
On All Counts;
awarding Plaintiffs their costs and expenses, including attorneys fees, as allowed
(1)
under Va. Code 18.2-500(A) and 13.1-1045, Section 13.14 of the Companys Operating
Agreement, and as otherwise permitted under law;
(2) imposing constructive trusts on the Defendants assets, to the extent of the amount
in favor of the Company and Plaintiffs; and
of misappropriation and damages caused by them, in
such other and further relief as the Court deems proper.

(3)
Katten
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Respectfully submitted,
KATTEN MU' ;iN ROSENMAN LLP
By;
Daniel C. Spurldck (â. Bbym). 75664)
S. Scott Morris(4aamitted pro hac vice)
Nicole Lynn Kobrine (admitted hac vice)
Nicholas E. McGuire (admitted hac vice)
2900 K Street, N.W.
Washington, D.C. 20007
(202) 625-3500
(202) 298-7570 (facsimile)
daniel.spurlock@kattenlawxom
scott.morrison@Lattenlay>2coBl
nicole.kohrinefSlkattenlaw.com
nirbnla.s.mcguirefSkattenlaw.com
Counsel for Plaintiffs MRP UO Partners, LLC and

Harris UO Investors, LLC
Katten
2900 K Street NW
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rFJRTTFICATF OF SERVICE
and correct copies of the
I hereby certify that on this 7th day of April, 2017, true
foregoing were served by U.S. mail and e-mail on the following:

JP Sherry, Esq.
Stephen M. Seeger, Esq.
Ryan C. Weir, Esq.
Susan Elliott, Esq.
JPS Law PLLC
Peckar & Abramson, P.C. 1900 Gallows Road, Suite 220
2055 L Street, NW, Suite 750
Tysons Corner, VA 22182
Washington, DC 20036
j p.sh p,rrv@.i pslaw. com
seeger@,pecklaw.com.
rweir@,ipslaw.com
seniott@,pecklaw.com
Counsel for Nominal Defendant
Steven R. Freeman, Esq.
MakeOffices, LLC
Lee B. Rauch, Esq.
Freeman Rauch, LLC
Seth Rafkin, Esq. 409 Washington Avenue, Suite 200
Rafkin Esq. PLLC Towson, MD 21204
1201 Sussex Turnpike, Suite 102 srf@freemanrauch.com
Randolph, NJ 07869 1hr@freemam'auch.com
sraflci n@.rafMnesq .com Counsel for Defendants Raymond Rahbar, Jr.,
Counsel for Defendant Brian Bharwam IZ Best Bro LLC Mahrou Rahbar, Raymond
Rahbar Sr., American Majestic Construction
Elaine Charlson Bredehoft, Esq. LLC, Reid Fetters, Eric Raezer, Raezer and
Charlson Bredehoft Cohen & Brown, P.C Fetters, LLC, Raezer Construction, LLC, and
11260 Roger Bacon Drive, Suite 201
Raezer Sponsors LLC
Reston, VA 20190
p,hredehoft@.charlsonbredehpficpm
Counsel for Defendant Jaimie Shapiro Michael Thorsen, Esq.
Stephen Horvath, Esq.
Mark D. Quist, Esq.
Jared R. Kessler, Esq. Bancroft McCavin Horvath & Judkins, PC
Ian M. Ross, Esq. 9990 Fairfax Boulevard, Suite 400
Adam M. Foslid, Esq.
Fairfax, VA 22030
Greenberg Traurig, P. A. mthorsen@hmhilaw.com
333 S.E. 2nd Avenue, Suite 4400 shorvath@.bmhilaw.cpm
Miami, FL 33131 mquist@bmhilaw.cpm
kessleri@gtlaw.com Purported counsel for Nominal Defendant
rnssi@.gtlaw.com
MakeOffices, LLC
fnshda@.gtlaw.coin.
Dirk McClanahan
McClanahan Powers, PLLP
8133 Leesburg Pike, Suite 130
Katten
Vienna, V A 22182
dmcclanaha.n@mcplegalxpm
2900 K Street NW
Counsel for Defendants Chris Junior and Nicholas E. McGuire
202.625,3500 tel
202.298.7570 fax
Best Inbestuhment LLC
EXHIBIT 1
April 112015
' Uber Offices, LLC

2250 Clarendon Boulevard, Suite 1027
Arlington, Virgiaia 22201
Attention; Raymond Rahbar
Re: MRP Realty Opei-ating Agreement Capital Contribution
Reference is made to that certain Amended and Restated Operating Agreetnent of Uber ,
Offices Lie a Virginia limited liability company (the "Company ),-dated December 31,2014
pursuant to which MRP UO Partners. LLC agreed to mdee an ,
initial capital contribution of $2,700,000 (the "MRP CoMribuimn to '
for 2 679 Class A Membership Units in the Company, The pEUties are enteimg this lettsi
agreement (this "LeiteP') to provide for payment structure of tlie MRP Contribution as furthei
described below.
The parties have discussed the Companys need for MRP to deliver certain letters of ,
.,di, / Cmlir d conec.iv.ly. 0,. Xeeev Tr'coSix
and/or tenant improvement costs incuired by the Company Sa7to '
lunding of certain individual affiliate entities operating as an Uber Offices
Section 8.1.1 of the LLC Agreement, the parties have agreed that. ^
Company, MRP will satisfy the MRl^ Contribution by pi'ovKhng such Lett<^^rs ^
Eagle Bmicorp, Inc,, d/b/a EagleBanlc (tlie Rrm/c), imtil the aggregate lace value of all .such
Letters of Credit equals or exceeds the amount of the MRP Contribution,
At any time prior to December 31, 2024 (the "Expiraiion Date) il, and ênt
any portion of a parlicular Letter of Credit is released or has off
and conditions of a governing lease (each a "Rdeuxad Letter of Credit the J
Credin MRI^ will, within thirty (30) days, notify the Company in writing f whether it m ends
(i) to make such Released Letter of Credit available as one or more new ê^êis of Credit, as
such Letters of Credit are required in the operation of the Company s business, oi (n) to pay
amount of such Released Letter of Credit to the Company directly. In each case the aipount of
such Released Letter of Credit, whether paid to the Company or reallocated to new Letteis ol
Credit, will be reduced by the total expenses incurred by MRP m connection .with ^he
applicable Letter of Credit with tire Bank or other financial institution ^
soL discretion (or, if the Released Letter of Credit is only Li
applicable Letter of Credit, a pro-rata portion of such expenses), as set forth on D>MiLA of this
Letter.
At the Expiration Date, any Released Letters of Credit held by MRP to be applied to
future Letters of Credit, but not yet deployed.and any Letters of Credit that
. .become Released
Letters of Credit after the Expiration Date will be returned to MRJ^ m accordance with applicable
))6I2'l8.18vl
leases executed by the Company or its affiliate, entities and remain the unencumbevecl
^ , property
, of
MRP The parties below ac,kitowledge and agree that the obligations of hereundei am m
full satisfaction of the MRP Contribution, If and to the J f ?AorLlent
undersigned evidence the approval of requisite paihes needed to amend die LLC Aîeemon,
including the Majority in Interest of the Members,
Sincerely,
MRP UO PARNTERS
y'l
/ 7
By;
Jason Zachary Wade
Authorized Member
. ACKNOWLEDGED AND AGREED TO;
UBER OFFICES, LLC
Raymond Rahbar
Authorized Member
IZ BEST BRO, LLC, as successor in interest to RW Holdings, LLC
By:
RaymofS Rahbar
Authorized Member
MRP UO Partners, LLC

c/o MiclAtlantic Really Partners, LL,C
3050 K Street, NW, Suite 125
, Washington, D,C, 20007
Attention: Richard Saas
Exhibit A
To determine the value of the residual Released Letters of Credit to be re-deployed or

paid to the Company following release or' burn
off in the future, the formula is as follows:
EXAMPLE- Assume a Letter of Credit in the stated amount of $1
is released oj
of tlOO.OOO, $400,000. Tho M.d UW f
wllich MRP may elect to redeploy as collateral for subsequent lease in
of Credit or pay directly to the Company in cash or a cash equivalent.
EXHIBIT 2
FACilJTY AGREEMENT
Tt-llS FACILITY AGRET-MENT (as amended, modified or supplemented from time to

time, the YAgi-eement), dated as of the 29"' day of September, 2015, by ^daniong
EAGLEBANK (the "Lender) and UBER OP.Ej.CES_L.L,C, a Virginia iimited liability
Offices"), UC) JNyESJjyiENTS,_..LkC., a Virginia limited liability company UO
Investments) and UO JVlAimEMiMI-iLC, a Virginia limited liability company UO
lyianagemenf), UODUPO,riLJ=LC, a District of Columbia limited
Dupont), UO BETHESDA,..LLC, a Maryland limited I'^'îlity cornpany ( UO Bethesc
641, LLC, a Virginia limited liability company 541 ),
Virginia limited liability company (UO One North ), yCLMAjiK!OLiEfifX.^^ , ^
limfted liability company ("UO Market"), U^^VEllJMCWtLÔlNIa^ Viiginia lirnited
liability comply ("UO River), UO_RIC WESI._LkQ,, Virginia limited ^
RTC West), UO CLARENDON. LLC, a Virginia limited liability company ( UO Glarention )
IIRPR OFFICES ARi INGTON, LLC, a Virginia limited liability company ( UO Arlington ) and
UO"fYSQN^-l.C. a Virginiti limited liability company ("UO Tysons") (jointly and severally, the
'BoVrom/er), recites and provides:
RECITALS:
Subject to the terms of ttiis Agreement, Lender agrees to make a facility (the "Facility")
available to the Borrower and under such Facility to issue a revolving ""f ^
Credit) to the Borrower and lelters of credit (collectively, the Letters of Credu and ^'cg) D r y.
a Letter of Credit") for the account of Uber Offices or an Uber Subsidiary (hereinafter dUined)
on the terms and conditions set forth herein, as more particularly described in Seîon I
below. Lender and Borrower agree that the Facility shall be made available on the following
terms, covenants and conditions.
AGREEMENT
ACCORDINGLY, for and in consideration of the mutual covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, Lender and Borrower agree as follows:
SECTION ONE
THE FACilJTY
, I
1.1 Facilitv Amount. Subiect to the terms and conditions set forth herein, Lender
agrees to make the Fmciiity available to the Borrower and under such Facility to issue a
revolving line of credit (the line of Credit") to the Borrower undctr which the maximum principal
amount which may be outstanding at any one time is Three Million and Mo/100 Dollars
($3 000 000 00) and a letter of credit facility (the. Letter of Credit Facility ) under which Ine
maximum aggregate undrawn amount of letteis of credit vvhicli may be outstanding at any one
time IS Seven Million and No/100 Dollars ($7,000,000,00). The maximum aggregate principal
amount of the Facility which inay be outstanding (including undrawn amounts under oulstanding
Letters of Credit) at any one time shall not exceed Ten Million and No/100 Dollars
($10 000 000 00) Any k-rtter of credit issued under the Facility may be referred to as a Letter
of Credit and collectively as the "Letters of Credit", I'he obligations under the Line of Credit
will be evidenced by Revolving Credit Line Promissory Note made by Borrower payaole to tne
order of the Lender in ttie principal amount of Three Million and No/100 Dollars ($3,000,000,00)
S:\e<iG'tebank\Ubor riia!i!y\Lonn Dor.umeni.s'.l-arilily AgiecriiRnl h tioc

(as Ihe same may be amejnded, restated, renewed, supplemented or substituted from time to
iinie the Line Note), The obligations under the Letter of Credit Facl.ty
Credit Line Promissony Note [Letter of Credit Facility] ^
the Lender in the principal amount of Seven Million and No/100 DDllais($ , , |
same may be amended, restated, renewed, supplemented substi uled rom irrie to timr , am
together with all future Joinders (hereinafter defined), the "LC Note" and ' ^^
Note, the Notes"). Each of the Notes shall be governed by Marytend law and
advance under the Line of Credit shall be leferibd to ao
confession of judgment provision. Any
a "Line Advance" tind any draw on a Letter
t.. of Credit shall be referred to as an LC Advance .
1.2 Facilitv Purpose; Borroyyer.
0 The proceeds of the Line of Credit rMII be used (i) to fund closing costs
incurred in connection with the closing of the Facility, (ii) to ''e/inance indebtedness owcc by
-ome of the parties comprising the Borrower to Current Yield With Participation F Jnd L LLG,
Delaware lirnrted liability company in the original principal amount of
startup and general worldng capital needs for the planned expansion ol Bonowci buoinm.o ol
providing "co-working office space (the "Uber Offices Business ).
Letters of Credit issued under the Facility vvill be issued only for Approved
b.
Projects (hereinafler defined) in connection with security deposit obligations oiKler ieasrrs
("Uber l,.eases'') under which the tenant is any Borrower or a.ry subsidiary o, ^
Management or UO Irrvestments, whether now existing or hereafter formed and oiga izto (a,
"Uber Subsidiary") provided that Uber Subsidiaries" shall specifically exclude Io09 1b ol ec
PmpL LK: a oilaware limited Ha.bilily company, 1509 16^ Street OpCo, a Delaware iim ed
liability company and 1522 Church Street PropCo, LLC, a Delaware limited "V
(collectively, the Uber 1509 Entities") and this Agreement shall in no way effect oi bind the
Uber 1509 Entities in any respect.
It is a condition of the Facility that each currently existing Uber Subsidiary

c.
execute the Facility Documents as a joint and several co-borrower f ^ .'hl Uber
Subsidiary formed after the date hereof, assume all obligations under the Facility cio a jo T and
several co-borrower of the Line Facility and LC Facility. Borrower represents and
Msting Uber Subsidiary as of the date hereof is a party to
each exi hac'lily Agieemeri
the .Joinder Date", which shall be defined as the earlier of: (i) Ihirty (JO) clays aftei the
before ..
... ; Line Advance, Ihe proceeds of which will
formation of an Uber Subsidiai-y or (ii) the dale of any
or the issuance czf any Lelter of Credit foi the
be used for an Uber Subsidiary or its business, ' ... . 'oihc-iriinrv ihr-'
account of an Uber Subsidiary or to be used for Ifie business of an Ubci "^',hoidia/, th
Borrower shall: (A) cause an Additional Borrower Joinder Agreement (a JoindeL;
attached fierelo as ExhMA to be fully executed by each existing Borrowêr aricl the appheab e
Uber Subsidiary and delivered to Lender, (B) cause the applicable Uber oubsicliary to txm-
and deliver to Lender a Secuiily Agreement in the lorm allached hereto as | F-
"Subsidiary Security Agreement) and (C) furnish Lender with certified
of Organi/ation. and carlified true copies of the operating agreement, of such Uber .jubsitli. y
(the foregoing being collectively referred to herein as the Joinder Ftequiremerus J.
2
S:,Ea(.ili;l.';.inC\UhKi r,-i<;ilil',AI.O!ifi Dor.iuiici li.a'ucili'.y Ayi'ocrner.l .'.i.drjc
1.3 Guarantors.
limited lirobility company, and
a MidAtlantic Realty Partners, LLC, a Virginia
antor") shall execute a carve-out
s as set
looether with Carve-Out Guarantor, the Guarantor") shall execute a yuaianty ot j
notice or lapse of time, or both, would constitute an hvent of Defaul j 51,^

Srs^Gllrnmrupon'lhe SSmenfoTtheM^^
----------- - $-1,500,000.00 with respect to the Line of Credit he Lam ^

requ :ash collateral requirement of 31,750,000.00 with respect to the Letter of
Amounf) and a c ,
may be applied by Lirridei, upon any
Credit l-,aGility provided, however, the funds on deposit
Event of Default under the Facility, to any obligations under the Lacility.
1.4 Collaterrij. The Facility shall be secured by all of the following:
first lien security agreements on all business assets of eadi Borrower,

a.
including without limitation, all accounts receivable, cashflow, ctistribulions rights, fixluies,
equipment and licenses (the Borrower Security .Acjieemems ),
be executed
b. first lien Subsidiary Security Agreements, as the same may
(together with the Borrower Security Agreements, the 'Security
from time to time
Agreements"); and
a Control Account Assignment and Agreement by IJber Offices, UO.
c.
Management and UO investments (the "Account providing ^
Excess Revenues (hereinafter defined) into a conuol account eotabi.. < ihnrpfnr
and pledged to the Lender (together with any replacements Itiereof and substitution,
the "Control Account''),
The collateral to be descrilred in the security doc,.irrients may temtei^
Coltelemând paymen!s''may any""obligations under the Facility in the discretion of
the Lender.
1,5 Cash Flow Escroyy,Rfiyiienfents.
Commencirrq on the last business day of the first full calendar 'ponte after
a.
the balance on deposit in

's aggregate net cash, flow (the Casii r-iow
shall: (i) deposit fifty percent (50%) of the Boriower
C:\e;iylc;bcmk\U!x |ilcimy\l.o;..n liuci imci ilsM-Gc'iHly AcjtGcn'ieiil 5.'Joe

monthly consolidated operating income and
including all Uber Subsidiaries (but excluding income of Ute 1-09 ^
the Control Account to the Cash

written notice from Lender replenish the balance on deposit in
Collateral Minimum.
in addition to the foregoing, if the Recourse Guaranty has been released
b.
approval in its reasona.ble discretion.

's net cash flow, it shall
r Wherever this Section 1.5 refers to the Borrower
deemed to mean the combined net cash flow of Ifre Borrower, including all then existing
be
Subsidiaries.
i inn of Credit Term The note evidencing the Line of Credit (the Line of Credit
1.6
full.
1.7 Line of CrediLR.ayDlL'Ills.

Commencing thirty (30) days following CmSu
a.
any undrawn Lelter of Credit) shall be duo and payable, and

ine, of Credit Payment Dale of the Iwenty-fiftl'i (25"^)
b. Commencing on Ihe L
Dale of each and every month
adjust the amount of the monthly principal and interest ' '
this subsection in order to inamtain an amortizalion period of len (lO) ycaio, and
. ol Credil Malurily Date, the then outstanding principal

c. On the l.iiu
balance and accn.iBcJ inleieust and costs not yet paid shall be due and owing.
S M.mqifb^Jiik'.Ubcr l^JCllilyM.o<^n DocuriiorilfAf iicilily AyiuuinBni j lioi.

1.8
(84) moiUhs alter Ihe date, lioreol ! Jp'^||y Maturity Dats\ ProyWecl teal no Evsnl ol
accordance herewith, the Lertei o '' nntjco or lapse of lime, or both, V)/ould constitute
Default and no evrsnt wttich, witln the gi g continuinq'under the facility and the Etorrower
or,
an Event of Default, shall have occuned ' ,, annual extensions or renewals of
is in compliance with Section hi?, > sdditionai term of twelve (12) months (each a
ariv oulstanding Letter of Credit, each for an ^ ^ q j Expiration Date (hereinafter
"Renewal). Subject to the foregoing the app^cable Outeid^^^^
defined) for such Letler of Credit, each "o Vhe applicable Letter of Credit
unless Borrower requests "S f ,'fffCredit^not be renewed in accordance with
the Lender may rea sts Lender

the Facilily. Borro'wer agrees to i
incurs in'connection with any
documentation of any Renewal,
> Borrower
and
of conducling any such review

(:r.rr^Lrs=:8te
itted by law (or Ihe purpose
Borrower to third parties as perm
and/or implementing any Fênewal.
Pedod, Lencte, dh.N ha.a do
1.9
rdte, S;f',^,S=tenold, on Ido note
?:.,^frcteteri::o:,L"jSoo' .!;':r;is;rs ,(',dOdte, m exceo ,0-1,-

eight (48) months from the date hereof.
uiio, ^d^:Sio:ciSi
1.10
e-teO(l iwelvo (12) modlhs liord "If9''' f fa. a period o( one (1) yeal unless tee
Will be automatically extended in wnthrq at leas! thirty (30) days prior to
Lender notifies the beneficiary of the Let e o p p 9 L,eUer of Credit.
.... then current stated dale the l er de, ^
tlie
Notwithstanding the foregoing, il 18 hereof The L.C Application, but not Ihe
accordance with the terms and conditions . obligation will reflect the requested
of Credit Itself, with respect to each LeUer o s , g
Letter
outside ex
acceptable to
expiration dale (the
counter.sicininc) the acceptance
and aclrnowledgmenl on the LC Application
S rsvs:
Lettei oLCrcKliRepuilMI^
Credit issued under ihe I-acility, a (j^|p an,j payable in five (5) days from
.accrued interest thereon (the Draw Paymem - ^Borrower shall deposit within five
the date such draw is made. In addi ion to ' -uchoutstanding Letter of Credit in the
teuu-l eiiuai 1 >"u Zy iuih Zl, no, Le iirerilled lu te Caii.i
(5) days an a , rp .
Control Accoi.int (a "Drawn t,.C Depos
Collateral Minimum requirement.
5
enls'FoCi'ily ,''\yi ei,rrienl 'i.tkx
,.-.,l<,l!;ji)l<.\Ul)cr IViciiil'/M-ond Docum
SecLiiityJbr 0\Jlstandi.ngi,.eJ,tCTS_of_C^^
1.12
based on a principal amortization j,., ^,;g control Account equal to the sum of
Furthermore, notwithstandirrg anything to the -f-^jyj^^VcrLl'rSciliS

b.
the event that any Letters of Credit will r
Maturity Date, Borrower shall êpe^' ^ is thirty (30) days prior to
undrawn amount ol e^'^rtanding Letter, o . collateral Date") and if any
the Letter of Credit Fac ity ^Maturity D< e ( he ^la unty Oa.h^
Letters of Credit are outstanding '"g ,,pai| deposit cash into the Control Account
is accelerated after an tvent of Default ,,,..tj,ndinci Letters of Credit within five (5) days
the face amount of each Letter of Credit renewe

Letter of Credit
LettrgciiaecliLAqreetlMlL With respect and eve^y
1.14
iued under the Facility, the Borrower acknowledges and agrees.
issued or to be is
.......='=SSHi SESS'i
omissions
a.
documenis shoi.ild in fact prove to be . y ieference or adec|uate reference to a
contained in .
omissions interruptions or delays in transmission 01
Stejyy' lelcx o> o.hewtee; o, (v) any cor.aequannaa an.ang from causes beyond tlie
reas onable control of the Lender,
b. ,n even, -y
subsequent to tfie issuance o( a
6
,ly',l,i..y.n DoaimenlsMSicilitv Agreerneiu .c)cc
S.\Soglubaiil'-''Ul" riJt
Stu"h:u,',drSunc,Ssd'S'?
terms of any
order which may be signed or benefit of creditors, liquidator, receiver or other lega
for the
possession, assignee Ihorized under the Leller of Credit to draw or issue any
representative ol the parly who is au
drafts, required statements or olirer documents,
If mr. Rnrrowpi- consents to any overdrafts under any Letter of Credit or
d.
authodzds payn,,, o, adceP"dey^dr* ^
Agreement
or both and the Lender's rights shall be in ' , irregularity or both. Such consent may
Letter of Credit expressly provided for such oveidraft or
as the Lender may require.
be given in writing, by email or telex or in such othei mannci
require.
p.., 0, oL,.
of Maryland wil) control
SECTION 'ITA/O
payments. COMPUTATIONS. FEES AND CHARGES

Pa.pneid,. All payments dua "1^:=^V'dlT'if dSlod'by UnS *
2.1
be made in immtjdialely available funds to ^ Q"jj,-^|-ptjo(v "(i) first, to payment ot
,in,, 1o l,mp, Paymonls ahall ba applied a i'Strp.Wpi,! ,he due. if any: (S)
costsu e,
- eolleelien. and fy. "'Tâ^l b.-a
until such principal shall have . , , ^ ,,,
offset, demand, counterclaim, decluclion, abatement, defenoe.
Borrower iiereby waives.
If any paymenl of principal or interesl due under of the Notes
2.2 Late Charge. !yt ils due date, Borrower shall pay to Leru e a â go
IS not made 'Althin ten (10) days interest payment then due oi the
equal 10 ttie le ,er of five percent (5Yo) of such piincipal or
maximum rate provided by law.
7
innnls'r.ociiity At)iocf'icnl ! (foe
S:\tO(}lobook\Ubor loc^li^y\Uic.^ Ootui
Default Rate After the occurrence and during the continuance of an Cvent of
2.3
Default, the intereiu^âccrues on the then outstanding priridpal amount of
be increased to the five percent (5%) plus the rate of interest Itien payable unde, the Noteo (the
"Default Rate"), until such time as the Event of Default has been ciiied.
, ComjDLiMiqns, Interest and fees on the Facility shall be computed on the basis
2.4
of a year of three'hundred sixty (360) days and actual days elapsed.
Prepayment, There shall be no prepayment fee for any prepayments made

2,5
under the NoteTAmounts prepaid may be reborrowed under the Facility, subject to the term s
and Gondiiions set forth herein.
s all
2.6 Indebtedness. As used in this Agreenienl, the term "inciebtedne.ss mean
connection with the
present and future indebtedness of Borrower to Lender arising out ol oi in
.Note or any of the other Facility Documents.
SECTION THREE
CONDITIONS
Conditions Precedent to Closm. In addition to any other conditions slated in this

3.1
.Agreement, thoTFo'llovving conditions must be satisfied prior to Lender closing on the EcCilily and
issuing any Letters of Credit thereunder.
a Facility Documents. Receipt by Lender of appropriately completed and

duly executed ohginals of this Agreement, the Recourse Guaranty, the Ca> ve-OO ly^ the
Borrower Security Agreements, the Account Assignment, the Line Note, the LC Note and C
Applicalion(s) (hereinafter defined) with respect to any Lelter(s) of Credit to ^ J
lor ether with any other documents and due diligence requiremenO which Lendei may
reasonably require in connection with or as a condition of any Line Advance at cosing on lb..
Facility nr the issuance of any Letters of Credit being issued at closing on the Facility.
b. Omanizaiional Documents Each Borrower, MidAllanlic Realty Partners

of its Articles of Organization and al
I I C each shall supply (i) a currently certified copy
amendments thereto; (ii) evidence reasonably satisfactory to Lender and its rat i .
good standing in the jurisdiction where organized and qualihed to oo
junsiiiclion in which the nature of its businesses or its projierties makes oUch hu.dif cation
necessary except for such jurisdictions where the failure to so cjualify would not have a mate lal
cf;;iMiii) resolulions authorizing the due execution and del,ve.y iN the M
Documents to wtiich it is a party, together wiih a certificate of incumbency, and (iv) ccilifm..
copies of its operating agreement and all amendments thereto.
Guarantor, Borrower
c. Trust Declavaiion. Wilh rtisped to the Recourse
shall cause Recourse Guaranrorto supply Lender wilh a copy of the declaration or '^9^'"''''^
establishing and governing such trust, together with all ' mTl.dofwi hS
D (Lertificale from the current Irustee, cerlifying that such person is the f
a
power and autliorily to act and lo execute Ifie Facility Docuirieids to wtoich it m a pad/ and
im plemenl the transaction contemplated therein, on behalf of the tiusi.
8
S;\r;i;jk'l!:mk\UI)Ri lUicililyU .vin OocumenlsTnOlily Agreement S.tloc
sel for eacli Borrower and each Guarantor, iri
c. Opinion. An opinion of coun , , ,
sel, in form and
form and substance reasonably satisfactory to Lender and Lenders coun
content satisfactory to Lender, in its sole, but reasonable, disci ebon.
d
and Bankruptcy Searches against the Ubei Offices, L
Guarantor, reflecting
C.e-Ou, Gue.an.or
results reasonably saiisfactoi-y to the Lendei.
e. Dei)os]LJM?ttia0sh!r2. Borrower sfrall have ^
Advarrces or issue any additional Letter of Credit under the hacilily
mmmMimisiESB
StajeiTienls. The financing
f. Termination StatemgillsgjlLLÊiOsItlLiliy .
reasonably satisfactory to Lender.

Insurance Receipt by Lender of evidence of the following insurance; (i)
9'
iSSHflSSgHliisS
il==si;ss
injury oi death, and (, p.. y
and Its subsidiany locations in
$1,000,000 per occuri-ence, with an
shall include broad foim
ate not less than $2,000,000 per location. Such insurance
aggreg Lender may reasonably
business income ii'isurance and insurance againid such hazaids as
require.
No event shall have occurred and be continuing that
h. No Default.
constitutes an Efvent of Default (as defined below).
i Representations. Ali I'epresenlations and warranties ^ contained in this

dale or the first
-hall be true'aTicrcorred in every material respect as of the
Agreement .hall PC deemed reaffirmed as Irue and correct as of
dishursennent under this Agreement
ach t.eller of Credit issued unoer Ihe
the date of the issuance and lire dale of each renewal of cw'
Facility.
Satisfactory Documents. All documenla delivered pursuant to this
Agreerne .
,T,.0 ... - -jjr
and all legal matters incident to this Agreement
counsel.
3.2 Conditions for Line__Advance . In addition to all olher condilions sel forth herein,
all o1 tire following condilions; (i) no
eacli Line Advance under 'he Facility shall be subject to t
9
S;U.-:ij:cbonU.UI.>or FatililylLcjan Ooaim(;ii!s\rC'.tcimy .".ijr.-ri IILI ;| rj.fjoc
Event of Default has occurred and is continuing under the Facility, (ii) the request is made in
writing and reasonably details the purpose for such advance a nd Lender receives such
documentation of expenses as the Lender may reasonably require, all in form and substance
satisfactory to the Lender and (iii) if a Line Advance is for business purposes related to an Uber
Subsidiary, such Uber Subsidiary shall have: (A) furnished Lender with copies of its cunen!
orqanizalional documents, such resolutions as are applicable, an executed Joinder and an
executed Subsidiary Security Agreement and (B) authorized the filing of UCC-1 Financing
Statements with respect to the collateral described in the Subsidiary Security Agreement and
paid Lender's customary UCC filing, monitoring, continuation and termination fees with respect
thereto. No further Line Advances will be made after the Line of Credit IVIatunty Date.
3.3 Conditions Precedent to Letters of Credit. In addition to any other conditions

staled in this Agreement, alfot the following conditions must be fulfilled, and be in form arid
substance reasonably satisfactory to the Lender, prior to Lender issuing a Letter of Credit with
respect to an Approved Proitrct (the "Project Requirements");
a. No Event of Default and no event wtiich, with the giving of notice or lapse
of time, or both, would constilulG an Event of Default sliali have occurred and be continuing
under the Facility.
b. Borrower is in compliance witir all covrenanis in Ifie Facility Documents

and the issuance of the Letter of Credit would not cause Borrower fo be out of compliance with
any such covenants.
c If the Letter of Credit is issued for the account of an Uber Subsidiary,

Borrower shall liave furnished Lender with copies of the organizational documents of the Uber
Subsidiary, together with such resolutions as are applicable and an executed Joinder and
Subsidiary Security Agreement.
d. Borrower (or Uber Subsidiary, as applicable) has furnished Lender with

an executed Application for Irrevocable Standby Letter of Credit on the form attached hereto as
Exhibit C (an LC Application"). In addition, Borrower shall lurnish Lendei with the lully
executed'lease (or a copy of the lease and reasonable evidence from the landlord that such
lease is in final form, Lender liereby acknowledging lhal email confirmation from landlord
regarding the same is sufficient), and operating pro forma for the specific location for which sucli
I etter of Credit is requestrid (the "Project"), together with such other documentation as may be
rea.sonaoiy rermBSled by Lender with respecl thereto (wfiich other documentation shall or may
include, without lirnifafion, oraanizational documents, good standing certificates and resolutions
for each Borrower and any Uber Subsidiary which is an applicant for the applicable Letter of
Credil and evir.lence of insurance for Ihe applicable leased premises).
e. A letler of credit will only be issued for a Projocl approved 'oy the Lender
in its sole discretion (an "/Approved Project).
f. Borrower shall have paid to Lender a Letter of Credit origination fee in the
amount of oneAialf of one prercent (0.6%) of ihe face amount of the Letter of Credit, and ^ all
5;^
costs and fees, including
williout limilation. Lenders reasonable, out-of-pocket attorneys fees
incurred by l.ender in connerdion Vv/ilh the Project and L.eltei of Credit
10
S;\i.-iHjlobunk\Ul>Oi rriciliiyvl.oau DoctiroDhlfiM- ficilil'/ aVj/no: il ft.doc
SECTION FOUR
REPRFRENTATIONS AMD WARFÂNTT^.
der to induce Lender to extend credit to Borrower, Borrower represents and

In or
warrants as follows:
Orqanization. Each of Liber Offices, UO Investments, UO Management tJO 541,

UO One4,1Norlh'ê, UO Market Street, UO River North Point, UO RTC ^ ^
UO Arlington and UO Tysons is a limited liability company duly organized, val dly
good sending rtnder the laws of the Cornrr-ronweatth of Virginia. UO Dupont ,s ^ l;n^ted ab
irrnpany duly organized, validly existing and in good standing under *^
Columbia. UO Bethesda is a limited liability compaiy duly organized, va dN
qood standing under the laws of the Slate of Maryland, There are no Uber SubsidiariCo
existence a s of the dale hereof which are not parties to this Agreement
and iras taken all^ the
4? E:^cutign_ nrl Deliverv. Borrower has the power, _
" ie and deliver and perform its obligations under the l-acility
necessary actions, to execu
the Facility Documents, when executed and delivered, will
IDocurnenls to which it is a party, and
he Liinding obligations of Borrov,/er enforceable in accordance with their respective terms.
4.3 Power. Borrower has the power and authority to earn/ on its busine ss as now
being conducted.
Financial Statemerils, All financial statements and information deliveied to

4.4
Lender for the benefit of Borrower are correct and complete in all mi''uSn" SbHilies
date thereof and present fairly the financial conditions, and reflect dll known liabnilies,
coLngp.nt and othemdse, of Borrov.er, including all Uber Subsidiaries as of the dates of such
,a,o-L,s and ,n(oa.ion, and, na f Ihe data haneo). Id Bodowa, a
dfilar, no malenal adverse change in the assets, l,abililios, (tnanual
onpi-aiions of Borrower has occurred. The consolidated financial staiemenis submi led by the
BoiTOwer to the Lender in its application lor the Facility exclude income and assets o '
from, the Uber 1509 Entities or any subsidiary, or interest in any f ^
Borro'wer under this Agreement and a debtor under a Borrower security Agreement
nol a
favor of the Lender.
to be filed have
4.5 Taxes. All tax returns and reports of Borrower required by law
f;een duly filed,Tnd ail faxes, assessments, other governmental charges or
those prcsenliy rrayable without penalty or interest and those that are being contested in good
laSh iirappi opVat/proceedings) upon Borrower and upon any of their respective properties,
assetss, income or franchises, that are due and payable liave been paid.
4 fi I ilinalion There is no action, suit or proceeding pending or, to the knowledge of
Borrower, Ihreaimêâinst or affecting Borrower that, either m any or J
may result in any material adverse change in the business, properties f 'L
condition, financial or oUrer'wise, of Borrower, or that may result in any ''f
part of Borrower, or that queslions
. the validity of any of the Facility Document or any action
taken or to be taken in connection with Ihe Facility Docurneiils.
No Breacfi. Ttie execution and delivery of the Facility Documents, anu

4,7
compliance with ifie pi'ovisions of the Facility Documents, will not conflict with or violate any
11
f'.CagicbiiMMUbKi r-fiOlily'l.oai Docij/nBiils'.Ff.ir.ilily Aoieemonl 5.doc
provisions of law or conflict with, result in orrJer or
on bSS o?Sa.o,.. o, o.hcf ag,.ante > which Borrower or
Guarantors is a party.
knowledge, Borrower is not in default with
4,8 No Defaults. To the best of Borrower's
respect to any debt, direct or indirect.
in all material respects with all applicable
nomoliance. Borrower is in compliance in_-...
4,9 without limitation, the tmployee
Retirenieni Income Security
laws and regulations, including
Act of 1974, as amended ("ERISA").
authorizations, approvals or consents
are
Excepl for Ihe liens evidenced by Ihe UCC

4.11 Tiile_,to Assets.
Eehibil D herein and olher Liens permilled has hood
e:; s :cses;ss ^ seen,; ,,,.^3. layer
Lender,
eds of the Facility shall be used only for the
4.12 Use of Proceeds. The proce
_ ____
'Ttie proceeds of the Facility shall not be used to
purpose s described in this Agreement, such term is defined in Regulation U of the Board of
purchase or carry any margin stock, as
Governors of Ihe Federal Reserve System,
SECTION FIVE
rri\/f NANIS OF BORROWER
to be extended by Lender, Borrower covenants

In consideration of credit extended or
and agrees as follows;
MidAliantic Realty Partners, LLC
5 1 Financial Informafen. Pact, of Borrower and
after filing with the Inlernel
shall deliver to the Lender: êxhibits thereto
Revenue
or a copy Service
of its notificatoOo it"
after the filing of same wrth the certified as irue and accurole by
after its fiscal year-end, its ^ ^ ^ (oriv-five (45) days of the end of eacfi fiscal
a manager/officer of the entity {iiOquarkm w fi nfo^ y^^^^^^^^
quarter, its internally prepared balance she et ^ , ^ current list of Uber
accurate by a manager/officer/diiedor of ' ' ^ ,-,3., and affiliates of Borrower
Subsidiaries (wlNchl,St sheîncOde.w hoc Fat,cm,
excluding the Uber 1509 Enlmtro), - _ , . after the Lenders
manaqer/officer/director of Uber Offices an ( ) the'Borrower MidAtlontic F7ealty
- sueah financial end othc. mformd,on
reciLiesl, t..ender reasonably may
Partners. LLC, Uber Subsidiarie " " ^however of any reviewed or audited statement oi othei
reciuire from time to time (exclusive
12
Slilyll.onri DoainiCh-.ls.r;',cility AgrcHmciiil 5 Soc
S 'irsBi-jlebfiiih'Ubof I ;j(
cap, dun. ,.e 7SarSn?nt
sheets and income statements shall exolu i which subsidiary is not at such
1509 Entities or any subsidiaiy, o ^ a Borrower Security Agreement ot
time a Borrower under the V ^ ^ jg Recourse Guarantor shall deliver to the
Strbsidiary Security Agreement in f dose of its fiscal year, financial
Lender: (a) each year within . "0 day. af cr
statements, certified as true and m,' gjjgfggtgry to the Lender; (b) each year within
verification of liquid assets in lorm Q..Qy^y,i^s federal income tax return or a copy
thirty (30) clays after filing, a copy o . which'to file its federal income tax return and all
of its notification to extend the ^ extension Recourse Guarantor provides
schedules thereto, provided that in e gfuj all schedules thereto within thirty (30)
Lender with a copy of Ihe federal income promptly upon the Lender's
days of the filing of same with the Inteinal as the Lender
request, such financial information '^'P|^^carve Out Guarantor shall deliver to the
reasonably may requite fiom ^ internal Revenue Service, a copy
Lender: (x) annually, within Itnrty exhibits thereto or a copy of its notifica ion
of its federal income tax reiurn f 'încome lax return (in the event of the filing of on
to extend ttie time within which to ile iG f federal income tax return
extension, the party so filing stiall !, tftirlyTsO) days after the filing of same
together with all schedules a^nd ^h:bi s the ete within thiify ^
with the Internal Revenue wervico;) M - .iJement certified as true and accurate by the
expiration of Ihe prior year, a L copies of bank and/or brokerage
respective Carve Out Guaiantoi,^ ^ ^ financial stateiments, all in form and detail
statements supporting liquid assets 'P ' ^ ^ g Lender's request, such financial
satisfactory to the Lender, (z within ^ the Ler.der reasonably may require
information with respect ,hnll be in such reasonable detail as the Lender may
from time to time. All financial btatemcnte o = audited and further provided that such
require provided that no such nfSica^l, in the ordinary course of
information is maintained by Borrower ^ ^ p^ggrantor's failure to submit qualified
business. Subject to all of the foregoing. Bo movers o. a of Default,
financial statements and infoimation a. ^ . ej-gigpôpfs and information which include
Futihermom, BorroweFs FubmisFion inte?tF In ny nuteidtarien wl*l.
inoomo and assels ol, or arising J fi p, ,L Faclllly and a debtor under a Borrower
m .avL., 101*1., sba. eons*to an
Event of Default hereunder.
..... ..._=G=Sf:==5SE
5.2 'f^xes.
lax,
established and are being maintained.

material respects with all
Cornplianco_w!UU.a5,. Bd'"', C" "
5.3
applicable lawsT,id **110110, including, wiinoul liniilalion, bRtoA,
Mairdain EwsLen*. Boririwe, Fbll niaiiilain lie

5.4
toaSi'*:;;*to ".rncetn**::SG;* linanninHy ........ and lepu.nble
insurers.
13
S.-'.r.ag.obank'iUbcrFiiCiNlyy.oi.jri Dociin;Fiunl'.Sr-biciliiy Agftoeinenl S.di.io
.Note,,. W.in ,,y (30, day.
notifv Lender of (a) the institution or threat ' v o^-cnrrenc^^
ss:;r;ro;:rrotrii= ..,>.0 n,..
both, would constitute an Event of Default
5.8 Book.JimdJLddHSte. Booowor dhal, maioSnal
account and records, Virginia 22201, 3050 K Street, NW,

at 2250 Clarendon Boulevard, ^ VVashincjton metropolitan area upon
Washington, D.C. 20007, or such Rnrrower shall not remove such books of account
notice to the Lender of a change in acloi eo ^ borrower upon reasonable advance notice
and records witliout giving Lendei , Bo,TOWPr's offices, shall permit Lender, or
from Lender and during normal business ho examine the books of account and
any officer, employee or ageni designated by , employee or agent may
records maintained by Borrower, and 9lender o, occurrence and
duSg Si^ninSrSf -der sha; 1^ ^ .-s to ..e^ks and
party expenses
existence of an Event of Default maintained and prepared in accoi dance with
Lender pursuant to this Agreement shall be
standard accounting principles consistently applica.
consent of Lender, Borrower
Mergers andAcquisU]ons. Without the Pnor written ,els, stock,
5.7merqiror corîâte with, or acquire all or substantia y all of Itrc
.hall not
partnership interests or other ownership interests of, any other peiso .
shall
.... 5.8
...EPJSW*
o( Borrower, or any other than would apply in an arm's-length
course of business on terms
transaction
EscrowJTeaakenie-nts. Borrower shall comply with the requirements
5.9 Cash Flow
of .Section 1.5.
Without the prior written consent of Lender or except as disckxmd to
5.10 Affiliates.
any
:^:ssj^:xS;;"whr'sXa;; s^S'rS'bSpan; oifieir
than would apply in an arrn's-length transaction
favorable to Borrower
5.11 Qrqani'/alien'. Control arid..!\'jailg-agnieni
a.
any Borrowet, wuh( ut ihc .enc c t j,., .,e control

unrea ionably vvilhtielcl ui ckolayed. ( ) ' ' u r > itha l oncicr'a prior wrilU-a'i
fter defined) or management of a Borrower without >he l,.<-.nclcr... pi 10
(hereina
Id
D<)Ciii-neiii5,raciliiy AgfeemeU S.doc
;i()l'/lnl<\Ubw racilily\l..oiin
consent and (iii) there shall be no Transfer (hereinailer
any Borrower, other than Permitted Transfers {hereinaflei Uefinod), without the
Lenders prior written consent
b. Notwithstanding the above, Transfers of direct or indirect interests in a

Borrower shall be permitted without Lender's consent but with notice to Lender
provided that: (i) Raymond Rahbar continues to hold, directly or ^
miy-one percent (51%) interest in each Borrower. 'I'
held directly or indirectly by MidAllantic Realty P'' ne's, ^
Investors LLC respectively, are not decreased or diluted from the pe.centage
ownership interests held by each, directly or indirectly, as
the Board of Directors of each Borrower or of its manager ^ inSertors
by Raymond Rafrbar, MidAtlantic Really Partners, LLC and tlarris UO nvosto^
I LC or in each case by an entity Controlled by him or it, w, h
to appoint an equal number of directors. Transfers which do not violate tnio Scctio
5.11 b are "Permitted Transfers.
hor nuroo'ês of this Aqreemenl, "Transfer means any conveyance, sale, transfer or
othei- disposition, dther directly or indirectly, by operation of law or ^rn'ore ouSe
the ownership, directly or indirectly, in the aggregate onhe power
beneficial ownership interests of an entity ami the rjossession, 'ihrouqh the
the direction of the management and policicjs ot an entity, wliether thiough the
to direct or cause
ability to exercise voting power, by contract or otherwise
2 Deposit Relationship. As a condition of the Facility, the Borrower shall maintain

5,12
its primary operating account with the Lender throughout tfie term of fhe f-acility.
............
S.13 Dobl Service Covg3.9i.. Unlil ecch lime ee llie Line ol Lfler of Creffll
Facility are canlolled and repaid in full, the Borrower snail main am a ^SCK of at least to 1
as calculated by the Lender in its reasonable discretion (the IVlinimum DbCR )- Lencle sha
have no obligation to make any advances under the Line ['ûrire^rmore If^nt anytime
advance would result in a failure to maintain (he Minimum IdoCR. f ^ ^
the Borrower fails to maintain the Minimum DSCR, the borrower si a eve dry
the Facility such that the Minimum DSCR is met, lailing whiclr the same shall constitute
Event of Default under the Facility.
3ement, the following terms shall have the following meanings,

For purposes of this Agrc
"Calculation Feriocr' means the Iwelvo; (12) month period ending on any
Determination Date,
Cash Flow is defined as, with respect to the Borrower (a) net income, after
income tax, (b) less income or plus losses from disco,Tinued
extraordinary items (c) plus depreciation, depletion, amorlizalion and oihe non-
cxl.aord.nary . g,, obligations, (e) minus dividends,
cash charges
withdrawals, and other distributions. Income from Uber 1509 Entities and any
subsidiaries or interests in any subsidiaries vvtiich are not at the ^
calrrulation a Borrower under Itre Facility and a debtor unocr a
Agreement or Subsidiary Secur ily Agreement in tavor of L ender will be exciudeeJ
from such csilcuiation.
15
S:UaiuieljyiilL\Uboi Ficimy\Lo?iii r)o<;tifTieiilori.i;iliiy A;;f(ff;tn.?nl S.doG
Debt Service" mesans the higher of (a) ihe actual principal and interest payable
under the Facility during the applicable Calculation Period, or (b) the payments of
principal and interest that would have been payable under a hypothetical loari
durinci the Calculation Period, assumiruj (i) (A) the $10,000,000.00 comrnitted
Facility amount with respect to Seclion 1.5 of this Agreement or (B) line 1 hen-
oufslanding principal balance of the Facility (including the aggregate undrawn
amount.s of outslandinq Letters of Credit), (ii) the prevailing interest rate, and
(ill) amortization of the aggregate principal indebtedness over a ten (10) year
amortization period.
Determination Date" means any date as of which Lender makes a determination

regarding Borrowers' salisfaclion or failure to satisfy the DSCR.
"DSCP means the ratio of Cash Flow to Debt Service.
Mo distributions sliall be made from a Borrower to any members which are not a
Borrower under the Facility Ell any lime that an Event of Default has occurred and
is conlinuinq or such dislribulions would cause the Borrower to fail to meet the
DSCR required hereunder for Itie current or any future Calculation Period.
5 14 Debt \A/ilhout the prior written consent of Lender. Borrower shall not incur or
permit to exist any debt for borrowed funds, the deferred purchase price of goods or services oi
capitalized lease obligations, except for (a) trade debt incurred in the ordinal y course of
business, and (b) the lnd(3btedness,
5.15 Continqenl Liabilities. Without the prior written consent of Lender, which consent
shall not be unreasonably withheld, Borrower shall not guarantee, endorse, become
conlingenliy liable upon or assume the obligation of any person, or permit any c^ch ^
liability to exist except by (i) the endorsement of negotiable instruments for deposit or collection
^ ' the ordinary course of business and (ii) the provision of ler^se guaranty
or similar transaclions in
agreements.
5.16, Subsidiaries, Each location which now or hereafter comprises a part of the Ubar
Offices Business shall be operaled by an Uber Subsidiary. Each exisling
(aside from the Uber 1509 Entities) shall be an original Borrower f J
which is formed as an Uber Subsidiaiq shall execute a Joinder andâ Seouiity Agiecmcni n
accordance with the terms hereof. Borrower shall cause each Uber Subsidiary to peifoim and
observe all of the covenants contained in ihi.s Agreement.
5 17 I lens Borrower sliall not create, incur, assume or permit to exisi any morlgacje,
deed of trust a'ssignment, oledge. lien, security interest, charge or encumbrance, including,
wilfiout lirnilalion, Ihe riglit of a vendor under a condifional sale contract or the Linder .
capitalized lease (colleolivoly, Ihe "Liens") of any kind or nature in or upon any of ltic a^^rats ol
Borrower, including a .els of any Uber .Subsidiary, except:
Liens crealed or deposits made that are incidental to the conduct of the
business of Borrower, Ifial are not incurred in connection with any borrowing or the
obtaining of any credit arul that do not and will not interfere with the use by Borrower of
any of its as.set.s in the noiinal course of its business or moterially impair the value oi
including inclioale liens arising by
sucli assets for ihe |.m-irpose of such business,
operafing of law for the purchase of labor, services, materials, equipmeni or supplies
16
S-iryfjl,;bank\U!)r,-f rn.r:ilily\Li),-ri Oor.umynlW-.-mlily .Ccifccyiftiil C.doc
provided; provided such inchoate liens are bonded off or released wilhin ihirty (30) days;
and
(b) Liens securing the Indebtedness.
No Borrower (and no Uber Subsidiary) shall assign or encumber any of their rights, title or
of its respective leasehold interests, interests as landlord in sub-
interest in, to or under airy
leases casii flow, rents, income, receipts, room sales, receivables for licenses or occupancy
agreements, revenue, issues or profits, except any Lien in favor of
of doubt, nothing in this Agreement shall prohibit or inhibit any Borrower s ngh to subleaoe ts
interests under any Uber Lease (which subleasing shall be permitted without Lender,, prior
written consent).
Uber leases. Borrower shall not terminate or assign any Uber Leases without
5.18
ilteir^^J^r^rrrTyf the Lender unless: (i) no Event of Default has occurred and ,s
the prior wri
icjnmf;nl would not result in Uio
continuing under llie Faicility and (ii) such terintnalion or ass
Debtor failing to meet the required DSCR in current or' future Calculation Periods, as determined
by the Secured Party in its discretion.
SECTION SIX
nFFAtH T AND ITEMEDIES
Eyen.t_s.oi_.Deiaull Each of the following shall constitute an Event of Default

6.1
under this Agreement
a. Failure to Pav. If Borrower fails to make when due, subject to any notice,
^ Lender under the terms of
grace and/or cure periods, any installment or other payment owing
this Agreement, either of the Motes or any other Facility Documents;
b. Failure to Give Notices. If Borrower fails to give Lendei any notice

of This Agreement withifi ttiirty (30) days after it has actual knowledge 01
required by Section 5,6
the event giving rise to tlie obligation to give such notice,
Failure to Permit Inspections. If Borrower refuses to permit Lender to

c.
inspect it,s books and rea7ds irTaccoTdance with the provisions of Section 5.6, or fails to perni
Lerider after receiving reasonable advance notice, to inspect the Property in accordance with
the fiovisions oi this Agreement and any such matter not cured within five (5) days following
written noticra to Borrower;
d. Failure_io nh.serve Covenants. Except as ottiepwise expre ,ly provided

in this Aqreemenl or in Ifie othirimcilily Documents, if Borrower fails to perlorin
term covenant, warranty or agreement contained in this Agreemen, or in the , h'
Docurnent.s and such failure shall continue for a period of thirty (30) days alter ^
such failure has been given to Borrower by Lender; provided, however, if '''j.
the payment of any sum due to Lender hereunder, or was not the si.ibject o1 an Ever of Usiau.t
for which notice was provided during the preceding six (6) months, and provirled Loiiowei is
diligently pursuing the cure of such default, then Borrower shall have an additional fifteen (la,
days wittiin whiich to cure such default prior to Lei'ider exercising any ngtU or leniedy available
hereunder, al lav,/ or in equity;
17
S:\r-;rKjIs.'lian'K'.Ubr.r FncililyU oan Onciiineilla'.rVir.ilily Agre/iri-ic/'il S.iloc
e. Defaults under Facility Documents, If an Event of Default shall occur
under eitlier of tlie Notes or any other Facility Document and shall not be cured witl'in any
applicable notice, grace and/or cure period
f. Breach of Representation- Discovery that any representation or warranty

made by Borrower in lliis Agreement or by Borrower or a Guarantor in any other Facility
Document v,/as materially untrue as of the date made;
g. Voluntar-y Bankruptcy. If any Borrower makes an assignment for the

benefit of creditors, files a petition in bankruptcy, petitions or applies to any tribunal for any
receiver or any trustee of any Borrower or any substantial part of the property of any Borrowe ,
or commences any proceeding relating to any Borrower under any reorganizatiori, arranyemenk
c omposition, readjustment, liquidation or dissolution law or statute of any jurisdiction, whe 'le m
effect now or after this Agreement is executed or if any Guarantor makes an assignment for the
benefit of creditors, files a petition in bankruptcy, petitions or .applies to any tribunal foi any
receiver or any trustee of any Guarantor or any substantial p.art of the property of any Guarantor
or commences any proceeding relating ^ to any Guarantor under any reorganization,
arrangement, composition, readjustment, liquidation oi dissolution law or statute of any
jurisdiction, whether in effect now or after this Agreement is executed;
[ 1. Involuntary Bankruptcy. If, within sixty

, (60)
. days after the filing of a
bankruptcy petition or Ifie commencement of any proceeding against any Borrower seeking any
reorganization, arrangemerrf, composition, readjustment, liquidation, dissolution or sirnilar relie
under any present or future statute, law or regulation, the proceeding shall not have been
dismissed, or, if wittiin sixty (60) days, after the appointment, without the consent or
acquiescence of a Borrower, of any trustee, receiver or liquidator of any Borrower oi of any
substantial part of the properties of any Borrower, the appointment shall not have been vacated
: if within sixty (60) days after the filing of a bankruptcy petition or the commencement of any
OI
proceeding against any Guarantor seeking any reorganization, arrangeiment, corripositioD
readjuslmenl, liquidation, dissolution or similar relief under any present ^
regulation, the proceeding shall not have been dismissed, or, if within sixty fcO) days after the
appointment, without the consent or acquiescence of a Guarantor, of any tiustes, receiver or
liquidator of any Guarantor or all of any substantial part of the properties of any Guarantor, the
appointment shall not have been vacated;
I.
Juctqmont If a judgment, attachment, garnishment or other process is
entered against any B^^weTor Guarantor in excess of $25,000.00 and the failure by Borrower
or Guarantor to bond off or discharge the same, or cause it to be bondeci off or discliargeci,
within thirty (30) days from thro date of the order, decree or procc under whicfi or pursuant to
which such judgment was entered, or to secure a stay of execution pending appeal of oUCh
judgmerd;
j Dissolutipn. The dissolution, liquidation or termination of existence oi

Borrower, the dissolution of a'Guarantor or death of a grantor of a trust \vhich is a Guarantor or
the death or incapacity of a Guarantor which is an individual (unless, within sixty (60) calcndai
days after the incapacity or death of such Guarantor: (i) Borrower provides a substitute
guarantor satisfactory to the Lender in its sole and absolute discretion, (ii) any resulting change
in
the management or Control of any Borrower is acceptable to the Lender in its so e disci e ton,
and (iii) such substitute gui rantor assumes in writing all of the oblicjalions and liabilities ol ILe
deceased or incapacitated Guarantor under the f acility Documents,
13
.SMioiglaborihM.ibef racililyU.nan DocuiTiRnW.I' ac;iliiy Aoreemenl .S.doc
k- Joitidej;. A breach of Ihe provisions of Section 1.2 hereof;
F:c:rrnvv Requirements. A breach of the provisions of Section

Cash Flow
1.5 hereof;
the Drawn LC DeposH required

m. Drawn. I.C Deposit. A failure to make
pursuant to Section 1,11 hereof;
of the
n. Securitv for Outstanding Letters of Credit. A breach of any
provisions of Section 1.12 hereof;
DSCR. A breach of the provisions of Section 5.13 hereof,
o.
Liens. A breac|-i of the provisions of Section 5.17 hereof;

P-
Manapement/Conlrol. A breach of the provisions of Section
q- Chancie in
5.11 hereof.
6.2
contemporaneous with or subsequerr to tl e ^her notice of any kind, (b)

writing or olhcîse. witfiout the cfntrol equal to the
Lender may requite the Borrowei to p .. fc'Lender may exercise all
aggregate undrawn amount Documents and applicable law. Borrower
rights and remedies available to it un ei incurred by Lender in enforcing any
agrees to pay all reasonable, 7", (her FaciEtY Documents including, without limitation,
obligation under this Agreement or the othc ,7-,ripr in exorrisinq any power or right will
reasonable attorneys' fees. Mo ai ure or " ^ptlEELeroire of any power or
df ddch powd, or riglX or Ido erdse of a./ olhor
power or right.
Borrower shall pay all reasonable, actual
6.3 Borpower t,p..ayLiLP,PF-QLLJ3hifItfi'
and enforcement of the F,aciliiy. including
fees and chtirges~slncu7red
---- in Ihe procuring, ,making
, ,4 . and recording fees.
without limitation, the reasonable fees of Lenders altoineyd
19
r'oif.lifytLoyii DocvimooisXFacilily Agrifcn.ent b.doc
SECTION SEVEN
MISCELLANEOUS
rv-rfined Terms. Each accounting term used in this Agreement, not otherwi^
7.1
SbSiaTy" mrar,TiiT re^ peSon!'a corporation or Pf

of stock or other ownerstiip interest having ordinary voting power
intermediaries, by such person. controlled by, or is undei

person, any other person that, directly or indirectly, controls or is
common control with, sudi specified person. All meanings assignee to defined tsirn s in tills
Agreement shall be applicable to the. singular and plural forms of the ternus denned.
72 Notices Any notices, requests, demands and other communications^ with

respect hereto"sharbe in writing and shall be delivered by
Exrrress (or a comparable overnight delivery service) or sent by the United Statco ^^
mail certified postage prepaid, return receipt requested or by electronic mai, with a copy
follow by the Udted States first-class mail, postage prepaid, to the following addiesses.
If to the Borrower, to;

Uber Offices, LLC et al,
1400 Key Boulevard, Suite 100
Arlington, Virginia 22209
Attn; Raymond Rahbar
Email; raymondfoiuberoffices.corn
with copies to;
c/o MidAtlanlic Realty Partners, LLC

3050 K Street, N.W., Suite 125
Washington, DC 20007 ^
Attn: J. Richard Saas, Esq.
Jackson Prentice, Esq.
Email; rsaas^q)MRPRea!ivjsom
iPIEDj i c.oifl)i riip lea 11V. co m
20
S:\t;oi.j!cb;.{ ik'.Ulior I-acililyM.Oocunienls''.F'.'.ic.iliiy AgioBmenI li-iloc
and copies to;
Troutman Sanders LLP

1850 Towers Crescent Blvd,, Suite 500
Tysons Corner, Virginia
Atln: Kimberly Hargrove
Email- Kim be rjyj i o rqj-oye @tl giiinrans anders, ccrm
If to the Lender:
EAGLEBANK
7815 Woodmont Avenue
Belhesda, Maryland 20814
Atln: Matthew B. Leydig, Senior Vice President
Email; mIevdiciCdjeaGtehaXlkLOtETlSi ti
with a copy to:
Friedlander Misler, PLLC

5335 Wisconsin Ave., NW, Suite 600
Atln: Leonard A. Sloan, Esg
IX mail: Is loa n@dcTiwIji-jiLcmtIl
Arry notice, request, demand or othej date'r'is
shall be deemed given or made as normal working hours, (b) the

actually received, provided leceipl is ^ " j j jf received on a business day or
business day after the day 'l is do vmed by ham
not during normal woiiung houis, rlelivery service), (d) the date it is
delivered by Federal Express (oi a 't , business clay during normal working
transmitted via electronic mail (or, i not 3 mail) or (e) the
hours, the business clay after the day on which Slates mail, clrtrtied
;;s X": ts-i.,, no.,. .e

other parties of the new address in any manner permitted by this oectioi .
will be binding upon and inure to the

S u c (X3S so rs_ajid_ Assigns I'his Agreement
7.3
respeclive successors, assigns, personal
benefit of Lemder and Borrower and ti-ieir ) ihal Etorrower rnay not assign oi
representatives, executors and administrators, provic.lec: .
transfer its rights under this Agreement.
Facility Documents expressly referred to
7.4 Entire Acirecrment. Except for the olhei between Lender and
in
Vv/riting,
... a-JSft. =:c==:r::3==c=,SSS

"'''T'Sl Q:) an. fv,, L.4.1n l.rae an. allaC anii,
iGSuan(
21
SAIHac/ichynkWJber rndlity'A.onn Dccunu-r;nls\Pad)ily
under this Agreemenl and the other Facility Documents are fully
the oblicjalions of Eiorrower
discharged.
This Agreemenl will be governed by and construed in
7.6 Gqvcrrnina L.aw.
oF the State of Maryland, without reference to conflict of laws
accordance with the laws l.
principles.
Exoense.s. Whether or not any Letters of Credit are issued under ^this
7.7
Agreement, BomowSFlâll pay all oubof-pocket expen.ses ZZaSnabll
the transactions contemplated by this Agreement, including, but not limited to, the leaoonaoi
fees and expenses of its counsel.
of reference only and shall not
7,8 Headings. Section headings are for convenience
affocl the intcrprotation of this Agreement.
Provided that Lender remains primarily liable to fund all Facility
7.9 Eadici.pati.Qnc
with the terms hereof (except that Lender will not
disbursements described herein in accordance
the Facility Documents), Lender shall have the
be GO liable if it sells 100% of its rights under
the Facility Documents, and Borrower authorizes
right to sell all or any part of its rights under ^
confidential basis, any and
Lender to disclose to any ptospeclive participant in the Facility, on a
Borrower or the Collateral,
all financial and other information in Lender's possession concerning
7.10 Third Party Beneficiao/. The parties do not intend the benefits of this Agreemenl
or any other Facility Document to inure to any third parly
^nTrICH rs ThS I Avr ^ TRIAL BY JURY BASED ON, ARISING OUT OF OR

SndS OR In CONNb'toN with this agreement or ANY OTHER FACILIIY
DOCUMENT.
7 1? Waiver The rights of Lender under this Agreement and the other Loan
000.,,.
this Agreement, or any -
stiall extend beyond the particular purpose involved. No waiver in any one
Lender to give any subsequent waivers.
7 13 S-verabilitv If any provision of this Agreemenl or any other Facility Document is

held to^.l^vo.l7lSS?Negal cl'unenforceable in any mill
severable and this Agreement or the applicable Facility Document shall be conUrued do if he
void! invalid, illegal oi unenforceable provision were not included m this Agreement
Facility Documenf
Witti respect to a monetary Event of Default claimed by Lender
7.14 No Seloffs.
under the Facility Documents, no setoff, claim, counterclaim, reduction or
obligplmn or clefemse of any kind or nature that Borrower has or may have agains Lender (oh
D uCElcE.,, o, p.yn,(=n, or Lende,. cod n.gNgonc,.,. bod b o
Willful misroncliicl) shall be available against Lender in any action, suit or proceeding br ughl Dy
Lender lo'enfome this Agreemenl or any other Ff'i'.'V Document. The orôing shall m
construed as a waiver by Borrower of any such rights or claims "
such rights or claims shall be had from Lender separately, it being the intent
recovery upon any
2?
S:\eat|Ujr/Bnl<',l.lb{:i f-r,i<;ilil'/'.l.o<in Oidrumoi ;\ISj<;ilHy A(jr',.:<,m(;iil 6-C'oi;
ihP niher Facililv Documents that Eôrrower shall be obiigalecl to pay,
of this Agteeirient and the other r acility Agreement and the other Facility
absolutely and unconditionally, all amounts due
Documents.
parties in ..
deemed to complete in of the other counterparts thereof.
used for any other purpose without the production
Slate o',
brought in any such court has beeit brouglu ,,,y court in which the
nil aoleo o, .ooeoo
is elTecIcd as permitted by applicable laws.

[signatures on following pages]
23
n riuciiinonisMCicilily AQiRHmHnl S.doc
3:\riXjli;b;'i*\UI:.R, i- iidlilyMoo
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
executed in their respective names by duly auttrorized representatives as of the day and year
first above written.
WITNESS: BORROWER:
UBER OFFICES, LLC,

A Virginia limited liability company
t By:
.. 7
i<
___ lz:rix y 7U.
Print Name: Raymond Rahbar
Print Title: Chief Eixecutive Officer
[SEAL]
WITNESS: BORROWER:
UO INVESTMENTS, LLC,
;.................................................................................................................
Oi By:
,/
Print Name: Raymond Rahbar

h'/'vW/ At/
Print Title: 1 Authorized Signatory
[SEAL]
BORROWER:
WITNESS:
UO MANAGEMENT, LLC,
Print Name:
//--
By: /C
Raymond Rahbar
/ u..
k'-AWilo.yl H- A u 1 h 0 rized S i9 n a tory
Print Title;
V.
[SEAL]
Factlily Aqrcornonl
10.000.000 Lino of Crcciil anci l/Hler of CrodM I-oci!ily
From LofjloGank lo UDo: Oilico;; 1 n).
WITNESS; BORROWER:
UO DUPONT. LLC,
A District of Columbia limited liability
company
U
'''l
By: /
Print Name: i,v T , a, U, Raymond Rahbar
fSr-\ Chief Executive Officer
Print Title:
[SEAL]
WITNESS; BORROWER:
UO BETHESDA. LLC.
A Maryland limited liability company
'I
By; ....
Print Name: yj Raymond Fâhbar
-)-! ^ i-P'
Print Tille: Chief Executive Officer
[SEAL]
WITNESS; BORROWER:
UO 541, LLC,
y
By: ....ii
Print Name; {-(
Raymond Rahbar
Print Tille: 1 Y ^\.Jj Chief Executive Officer
.3
[SEAL]
haciiily Af.ifconu'nl
Jb 10,000,000 Linn ol (;rc0i{ nn<; Lohnr ol CrcOil Fncilily
l-rorn FooinlJnnk lo Ubcf (.îficnr. ni nl.
WITNESS; BORROWER;
UO ONE NORTH STATE, LLC,

By;
Forint Name: Raymond Rahbar
Print Title: k: Chief Executive Officer
[SEAL]
WITNESS: BORROWER:
UO MARKET STREET, LLC,

By: ___
FTint Nanre: Raymond Ralibar
Chief Executive Officer
Print Title:
[SEAL]
WITNESS; BORROWER:
UO RIVER NORTH POINT, LLC,

A Virginia limiled liability company
A-
8y; 77-T
Print Name; Raymond Rahbar
Print Title: Chief Executive Officer
V
IxSEALj
TaciliW Afjiectnonl
S io.obo.noy line DiCtoUil nncl Lcllm (;f Creilil Facilily
I'forn ta-jglcBiirik to Ubei Ollircs cl cl.
BORROWER:
WITNESS;
UO RTC WEST, LLC,
AViiginia limited liability company
;;
0.
Raymond Rahbar
Print Name Chief Executive Officer
Print Title;
ISEAL]
BORROWER;
V\/ITNESS:
UBER OFFICES ARLINGTON, LLC,
'i
J '/f'yL-..
k ------------------ By:
fTaymonti'Rnhbar
Print Name; Chief Executive Officer
Print Title; J
[SEAL]
BORROWER;
WITNESS;
UO CLARENDON, LLC,
'7:)
By: .yj
Ftaymond Rahbar
Print Name: Gtiief Executive Officer
Print Title:
[SEAL]
Pocilily AyiCeiiuont ,,
S10,OCO.OOO Lino of Crcd'l a'Kl Letter of G/eOif Pocilily
Front koOleBonk to Ubor Offices el ;il
BORROWER;
WITNESS;
UO TYSONS, LLC,
1. By: I ....c.v
Raymond Rahbar
Prinl Name:
Print 'rifle; >'Y\
H Chief Executive Officer
[SEAL]
[sigr\atures continue on follovdng page]
racilily Aflieeincm r-
S1!),00f3.n00 [.ine o( Creclii and l.cucr of C/cdtt r Ju'ilily
i-coiYi Canlr:f>nnk fo Uber Officos c-n nl.
LENDER:
WITNESS:
EAGLEBAMK
By: ...
Matthew'S, Leytl'O
Print Name; Senior Vice President
$ u'l'.UOO.OOO Lino ol CiedU nncl Leller of Credit Far.ilily

hfom F;nnlt'OiinJ< to Uber Otficiis el ai.
EXHIBIT A
F-orm of Joinder
[See Attached]
Facility Atji-foniftnl
$10,000,000 Line of CrcOil find ol Cioclil Fodlity
From FOirjIoBank lu Ubei Offices el at.
EXHIBIT B
Form of Subsidiary Security Agreement
[See Attached]
l-acility Ayfoenioiil
J.IO.OUO.QOO l.ino of Credit nnd l.ot^Gr of Credit (ocility
fTOfo 1;ogiefjnrik to Ubci O'lirios ot bI
EXHIBIT G
Form of Application for Letter of Credit
[See Attached]
fCicility AQff.tyinen!
$10,000,000 Lini: of Ciedil atul Leller of Credit Fociiily
'-roni FogloOarik to Ulior Offices el ul.
exhibit d
UCC Filings to be Tenninated
Filing File #
OCC Debtor .Seemed Party
Date
rtXivrcnt Yield with "9/8/20:14 ).409o8;:,99d3
Uber Offices. .f.LC
Participation Fund I, see)
LLC '14090860647 (XA
Current Yield with 9/8/2014
00 IiivStments, LLC SCO
Participation Fund 1,
LLC ...........................
Ciineivt Yield with 9/8/201.-1 ''74'c6cKj8.r)9979 (VA
OO ivIanageinerit, LLC SC(.l)
Participation lumd F,
J,LC..................... _....
Current YTeid with 9/9/20:14 aot.'jolfe.jptS (bC
UO Dupont, LLC general)
Participation Fund T
J_A.C__________ _____ ooooooOi8'1509.;19.i
Current Yield with 9/8/2014
UO Beidiesda, LLC (MDSDAT)
Par!ici].ialion Fn.iul 1,
I
LLc; .............. .....
r'acililY Agi'f-Ddmenl ..........

110,000.(100 Une o! Credil and Lelier of Credil r.aciliiy
r-'ion'i Eaf)leBanl< lo Ubor Odice.s el ai.
EXHIBIT 3
I
>;
m i
L.
nriTfj|i OFFICESJJdC
B'n AEgypSTATED r
iJ.
?E1YU5
str.PTFMBER SOyfaS
Ml RKE'
I
>
x-r'
A
..A iSSriS .0 J
4SS?!!
Persons cisign3te4 herq,uKler as the
(-;si:: This Agreement shall he
coriectively m and by the execntion
effective. after September 30, "XfAgreement shall, amend.
and delivepy fiy of the ; Oneratine Agreement of the Company dated as of
modify, replap<? 'n^liLd L December 31 2014 (such original Operating
Sentembev ft 2QfA and amended and toslated on Deoemoei ji, z ^
Iminos hprern refcrre^ fp as the OriginalAgr Wi )
;i. artiW'?^4 ' BExqNrrioNs

Ls. The IbJlowing fn-ms used in this Agreement shall have the following
i,f nefeitiop. - , ,, , , ,
meanings (unless pthervyise expressly p'oytded her era).
-1 T1 A cmdsition raenps (A) any consolidation or merger of the Company with
\ ,.|,1 Ai^siuon ^ 1!.q ^ eorporate reorganization, other
r into any ptlier corporafion or othei
or P ' f gnuity interests of the Company
than any .swoh pon.sohdatjon, ! reorganization, continue to represent a majority
immediately pitior to sucji consolidation, . 4g ,m;,r entity is awholly owned subsidiary,
of the voting pflwoi- of the smviymg ^ ; reorganization, or (B) any transaction
its parent) imiftpd ately after TparS^h. which to excess of fifty percent
oancolled 9J pfiltvpi-ted of a corahmat pn

"Act means fjlP PBlawarc Limited
. Inability Company Act, Title 6, 1H-
f4i2
101 et seq,, m timdnded and in force frqmdjme to time,
I 1 r 'Affiliate means (a) with respect to the Company, (i) any Person directly
oom,nrf by. tihoiito, o.' "4 DiTi
Pireolor, qfir ot Ota: .opre,,>(itata( TfXjyf TLg, ,i,e, ,mmo., onntto!
sirih
0.ffice,r, or f/fdtoh'?!'
SfS, rMtatoq.' (o"?
1 14 Asset Transfpp means a sale, lease, exchisive license or other disposition
of all or siibstpntiqjly all'of the assets of intellectual property of the Company,
1 -I S Canital Accunnt means, for each M.ember, the account established
pprsuanttq Stiption 8,5 hpreofand maj ftainedineocorclanoewillrlhe ireasuryRegu ations .ec lo
l.'/04to(b)(|,),(}y) gndprovisions of tlj s Apement,
any contribution to the capita,! o:f tire
l,f,6 Capital ConfpihUt!:ioii means
Company |n-tot4tr F Property by
1
"Certificate mpafis the Certificate of Conversion of the. Company, as
amended and ir} Ipi'ce from time to tipie,
Change of Cpptrpr means an Acquisition ox an Asset Txansfex.
1 1 0 "Class Maiorilr^ ill .Interest means a combination of Members who in the
agBxegato, po J niox^S ^^^50%) of all of the votes associated with a partioular
class of Mapiiteps up Units,
the accountant ox CPA fi.vm that generally

1,1,10 "Company CipA lueatis
'
prepares the Cpjppany returns, bopltS and records.
Code means the |Titernal R.evcnuc Code of 19X6, as amended from time
to time (aiKi any corresponding pxovisipiis ol succeeding law),
1112 Control Transfp.v means any Transfer of any outstanding Cmmpaiiy
the Membor are ppt Pernpitled Transfeieeg y/tth respect to such-Mcmboi.

'1 1 12 Distrihutablfl Cash means, with respect to the Company for a period of
lime all funds of the Company, fronJanY on hand or in bank accounts of the Company as
designatori ticlialrihution to the flpmh.ers in accordance with this Agreement,
aic
1 1 14 KTxclmled Sccqrltiap means; (a) Class B Units and/or other options,

warrants or Unit pt|hU rights and toe
iSliiiiii
the affiriTUrtlYh VP|P of thf Requisite RJthOtpi'S'
2
Fiscnl Yenr .in0tii the taxahte year of the Company, which shall be the
oalenclai' year pnle.ss otherwise requiyetj by the Code.
I 1 16 Income mestna, for each Fiscal Year or other period, each item of income
and gain as fi@fcin<^ct\)urpose.s of rppiptaining Capital Accoimls in accordance with frcasuiy
Rpgiilatiop Sppîqp l,704-l(b),

1 j 17 Initial Capi|f|l Contribution means the initial Capital Contribution
made by a McniSt to Scatipn li.hl of this Agreement,
1,.1,18 Loss means, .for opch Fiscal Year or other period, each ite,m of lo.ss or
deduction Of! ejetenninid for puvpqses F maintaining Capital Accounts in aocoulancc
Treasury Regrijatipn Seption 1.704-l(h).
if Members who, in the
14,19 Majority in littcfpst means a combination o
aggregate, control more, than fifty percept (.50%) of the vote.s assoeiiateci witli the Membership
Units of all clrrsGep owned by all Merjijrer.s.
1 1 20 Member means opch Person designated ns a moraber of the Company on
' âdditional meinfe admitted as a member of the Com,pany in accordance
Exhibit A herptp, or any
^thêmtion 3,2- or Seetpm 11,1. Member refers to any two or more such Persons. A Person
Memborsliip Unit of the
shall cease to be 'a Me.fnber at such titrie as he no longer owns any
Company, or as otherwise provided iincjer Article 11.
means all of a Member's rights in the Company, Each
1,1,21 Membership Vnif , i
Members rights ip the Company, incluclii-ig. without limitation, the Member s .s hare of the profits
the Board of nirectors, including the affirmative vote of both of the Reciuisile Ducc o , may
establish lldil1o,pa;i olasse^ of Mernbqmllip'Units that luwe ^haracterisU^ o S
such autbQti'/.Pt[on by the Board of iJircptovs. the Company snail c eale, and aUach to ti s
Ameemont adit Pmd Iflember.ship ynit Class Addenda setting forth the righ s and obligations
wlSy nerlllass of Meiibersbip Units established by the Board of Directors.
1.1,22 Membership TJuif Cl'<'S-t Addenda if applicable, refers to addenda to this

Am-ement creied by the Company to setTorth tiro rights and obligations a.ssocinled with any new
S ITTESS iiw. b, .h. Bo.,d of niioolo.,; POÎIIOI to Ih. to,,, of .h
Agreen'em. elmll .of which shall be rpfcre|rocd as a Membership Unit Class Addendum ,
1 1 23 Met Income arid hlet Ixi.ss means, for each Piscal Year or other relevant
period (i) the pliôfS^Lome 4 rid, period over the Loss for such period or ii^c ce.
Srioill"to,dd to0,lfd ovor .1,0 fo,- ..0h poriod. foopocovely; p,ov,<l.,l, liowo.o., ,l,
3
'I-
\
,l;ot a Fiscal Yoar oi' other relevant period shall be computed by excluding
Net Irroome ancj'.Npt Fos.s
li'om suph cq|(]pv)(Nion ^ny Income or Fqss specially allocated under Section 9,2.
i!,1,24 Notice Date, fop purposes of Article 11, means the later of (i) the date
upon which fill ppaberp have aotual nptipe of the occurrence of a Triggering Event or (n) a date
30 days aftgK.ttlo hpciirrqnce of a Triggering Event,
I 1 '25 Bennitted T]âllsf<;vco, with respect to any Member, means (i) a Person
who, at the 0^ a Transfer of a ivi'omlteiship Unit to such Person, is already an owner ot a
MyrnborsthiPÛnh fmd a 'Member of fha Company (or an Affiliate of a Member of the Company)
who is ,4 hen:! 1 default under any provision of this Agreement; (n) if the Member is a na uih
Person, a truHf Pofthe benefit of such tletspp, (iii) if the Member is a natural
spouse or Upe^ 'iLe.storS or desecndtiit|s, by birth or adoption, of such Person, which is contiolled
hy such Me.ni4.r$ an /tffiliale of siich Member; or (iv) a Person controlled by any ='^;înatten
of Person,s qf putiWs dhsoribed in ), (i'i), or (iii), Imr purposes of thus definition, Pen nUecl
"f:rausforep:iclqf.s.notincliule any Persqp tp whom a Membership Unit m Iransfeued
directly or finwigh a Cpntrol Tramhhl', including m connection with a divoioe, a sepaiation
agreement, or epprt ordep-d equitably t|lfhibution of marital propeily.
Person meapii qq Individual, a trust, an estate, or a domestic or foreign
corporation, prpfepsionaj corpo.ratioq, partnership, limited partnership, limited liability company,
unincoiqiomto(:| dsf|ipciatipn, or other eptity.
.îibsidiaiy means any business entity in which the Company owiis an

interest that eniit ps tb.e 'Company to 'cpn'trpl the operations or majoi; business decisions of such
entity, wlm thp}- dilpctly qr through the-BloetiDn of directors, managers, or other vepresentative.s.
Transfer mcTia any sale, assignment, conveyance, gift, pledge,

hypothpcatiqji, oxphange, or other clisqp.sitjon ox encumbrance of the interest at issue
1.:|.,29 T-aasury Rp^pljUious^ rnean.s the 'Income Tax Regulations and

Temporary RegCijations 'promulgated uiider tbo Code,; such ^ regulations
, may>, be amended from
time to tiihG.(!n.plvjding cprre.spondin^ qro vi.sions of succeeding regulations).
1.1.30 XJnrccovcred pp.pital, as of any date, means with re.spect to any

Member,ship U: Tit, an amount equal tq the' exce.ss a,s .of such date, if any, of the aBgfegate Capital
Contributions witll respect to SHPlt M<^niber,ship Unit over the ^'gS'Kate dislribuUons wfth
respect tp Sjuch limbq'rship Uni't clepiglifiled as a return of Unrecovered Capital tmdei this
Agreement, ' , '
I, h31 Tip following terpts are defined in the indicated Section,s ol this Agreement,
Approved Sale 11,.5

Board of DircotqiS 4,1
Certificate 1.1,7
C pss A Membprgjijn Units 8.1.1 and DdhiHion of 'Membership Unit
4
Cias.s B Meni|:)pvsl)lp Units 8,1,2 and Defsnition of Membership Unit
LiGCL ' ' 6.1.1
Director 4.1
lijisintevested pjreplMS 4.4.1
Ijistribiition liirdlfi 8.1.3.1
IlxcliKied Secni'itips 1.1.14
Exercise Peiidlj 8.7
TS(ote 11,4.3.2
11.4
Offer 11.6.1
qffer Notice 11.6.1
qfficer 4,1
qlganixer 0
Preemptive Rjght Notice 8.7
p.j-ofits Intereat 8.1.3
Qualified Meipb.er 8.7
Qualified Purcliasers 11.4.2
Remaining Mpmbers 11.6.1
Safe Harbor Bfeoti.pp 9.7
Sgle Notice 11.3.3
Sple Terms 11.3.3
skier 11,6.1
Tpx Liability pisUibutions 10.3.1
Ip Rate 10.3.1
Tpx Matters MqEber 9,6
Transfer 11.3,2
r 'ansferee 11.3.2
T-ansfcree'Spp'HSe 11.3.2
T -a.n.sfeTor 11,4
Tiggeririg Event 11.3
Ultimate Rules 9.7
2 AITriCbp 2 - ROlÂTION qp TJIE COMPANY

was formed upon filing Articles of Organization with
2,.). I'pymatiQp. The Comjpny
tlie Yirgiiiia SDfe- 'CorpQralion Comrj:]issipn.
in oonsic eration of the .mutual covenants contained herein and other good and
2,2
Agreement, fo jlic'extent; permitted byijlP co.utiol.

1
,e. The name of tbp Company may be changed from time
-1.2,3 t -fTp'Tvvii fir'ito lire GqPTINUY uiay transact business under an assumed name by
hUng mSliUlbNl-nameferntmoate ir,.g riianner prescribed by applicable law.
5
.,.rl nmr.e !.md Rodstered Ar.!;. The Companys registered office and
24 jlopstei
registered age||| sltal! he as set forth in the Certificate or as otherwise provided in the most curient
annual report filed with the Virginia State Corporation Commission. The Company may change
^
its' rogisterpcl nptli or rqgistered offide.as tlm Directors may from time to ti,me deem necessary o,v
advisable.' '
o< ni-inr-l nnl Place of Busiiies.s. The principal place of busines-s of the Company shall
be 731 ^Wiacol MD 20B14. The Company
jLcel^ -S SiAls at tiny other place or places as the Divcotors may Rom time to t.mc deem
necessary or at vltipble,
Except as otherwise provided in the Companys Certificate the duratioii of
2,r> sMin.be perpetual, unless the Company is earlier dissolved and its alta.rs wound up
the Company
in aocorciflnee -wilii the provisions of this Agreement oi the Act.
.. 1.
purposes, The business and purpose of th.e Company is any lavv.lui purpose
2,7
permitted by Dpjdwa''^
Powers The Compitny have and exercise any and all powers necessary,
2,8
incidental; op ^bl'e to accomplish Ih.O foregoing purposes and
may be legallybx^rcised by lim.itcd Imbil.Hy companies under the Act. Tte Coi^Mny llûy
out its buSiiegS Wd exej-oise its powers p'suant to the-arrangements set loith m the Ceitifieate
and this / ii-ij Pfl*-
3 ARTipCff 3 " MEiyiBERS ANp MpMBERSH.tP TJNI1 wS
iV,1 'HErp^rocLAddrgsseg,.4Menibers. The names and acldres.ses *6 Members
owning Class ilfcnbefship 'Units, |tid/oi' Class B Membership Urals are set foith m
ipll ma4 a part heri Sndr E^tA ^rall be iS
time to time as of the effective date qf any l.ransfer or subsequent issuance of Membcislup th ns
permittedAgreement, o.r as tfio Meinbers Membership Units may otherwise be adjusted
pursuant to this Agreement
3.2 Ac.jp-iissio-p ofMenibcj:'S.

3,2.'Jl 1-iv-the ease of a Person acquiring a Membership Unit directly trom the
C'o-mpany in {iGMi'dance'w.iththe terms-of thi.s Agreement, the Person shall become a-b4embei wi i
respect to suoh'lvfqmbership Unit only upOn compliance with the following i.-equiiements,
3.2,t.f The Dii'eo(q-i'S, including both of the Requisite Directors, approve
tho admission of such Mrson as a Momber, pursuant to a writing setting forth the Capital
rwMm C uirf qf ... dig,ting n.e C1...S of n Momtey
Memberailp ftflllmd ^ttlng forth any'tfi^pas or conditions of such new Member s mcmboishp
not alrpahy pfY'iplpd iiTpiis Agreemojih ?
V<
6
a Subscription
3.2.1.2 Executing and Ixirniahing to the Company counsel, accepting and
Apreement in a fcvm satisfactory to the Directors and the Company s
agmeing toV lioînd by all the tenns attd conditions of tins Agreement,
Contributions required of such Person as
3.2.1.3 Making of the Capital
specified in Seetlan 8.1 pfthis Agreeipent; and
3,2,1 ,d Payniept of such reasonable expenses a.s the Company may incur in
connection VYitll ftip adipission of suofi hew Member,
3 2 15 d'he foieRoing notwithstanding, upon the full and final execution
3.2l5 1 10]. g. mg ExhjblLA attached hereto am and shall
and delivery o:|: th-if Agreement tno.se pmfies of the Company with respect to the Ms.niberslnp
be deemed ftdqiillpd to the Company qs Metnbeis of satislaclion of the foregoing requirement.s.
Onits identi-Recj for each, without the recpip-oment
Member only upon
3,2,2 Ap assignee of a Membership Unit shall become a
compliance ^[Ih the reqpvements of aoetjon 11.1.
is
No Person may become a Member if such Person lacks capacity or
otherwi.se prohiblfpcl from being admitted by applicable law.
3 2 4 Upon admission of a new Member (under Section 3.2 1 or Section^2.2X
,te Di.l0K sP V.Mti .d lh.ft ..*Un <1fte rf C .h S a. diraS
shall file speh tloepnrent in the records of the Company.
CKNANCE :fiy -ROAKD O? DIRECTORS
4 AJITICUI'!, 4 - GOY'fi
4.1
Directors nigl ]b.e fioavd shall hat e full at) P decisions regarding the Companys
and control tlfti Misinoss ol the P'* , " executive authority to implement the
busines.sC thc of Director.s shdU Mficers (the
decisions qf fho Ihoard and take action pn h ^ aveêrebyêmpowered to perform any and
Qffieprs tin4 eqoh, individually, f^ ^ any and all powers of
alfacts inoidenitD.ihe mpageraent of f le P PAg. of the Board of Dirootors, in aocorcianoe
% Commuiy, hpei to execute the n Ms Igre^^ the Certificate, and the Act.
with andshlr^tdo th p^^lSâpUty as such, have no authority
Accordingly, ^ô'cpmpany or to bind the Cwnpany to any obligation, and
to
.fhISStS ifiyt .1 MPh*.
to the (ionlrtlFh tP fhe puhlio or to any thifcj paily
7
of up to4,2
five (5) mvectops, ^Jaâclh Div
bp appcuated by ^fof Divoolov.s shall be appointed by 5;p ^ ^
, is a Member, P|ie Tnember for so long as MRP or an "
e-MRP aibl Sl^ph Director. shall be appointed by Hams
d for so long as Harms or an Aunuue -
I;LC (Hama ' find sucl-| Dneaoi, tno Gi-a-rrm-.,.
Han'is is a Hentbof;
EP-ciMiaite-Pitofitfita)- _ in Iritcresl, which may
written consent
other DlvePtpl r.i , a n i^xR ni o
betaken, in ucpoix|ance with Article 8, a < Interest; provided, however
loactioiTslgneabyamijnber,, of Members constituting a Major ty in ^ ^ ior written consent of
that the IBR HiTcetor may oi
IBB, the. Hail'ia
rnmolSSti
,pmoveo reimK^.u u. "f 'b r'
......... - ointed with the prior written
.nly ire removed, replaced or app
of Harris and the tyllH UHeclw ^ ^1 of Directors may be changed by vote of a
consent of MHf. JtSdae Board causes the Company additional
Majority in jlltOVOst, jn ^ ^ | olasses in accordance with the provisions c > -
vfpmbershln Un ts or new Membership wiip q^ction 4.2 to increase ibe mimbci or
uld boa,a of S . h.. t-'fat'AdiS I.
oatec! ni,oo,o, Bpiliom, ^ So of. ,w olBO o, cla,.
Cl
p,OYi.sioos.*HillMt ' fCdS, TI.0 i".' B B"'''"'-dT",
MSlfS:iSS wSSbSi.) H.of. O,o.o,.. P.ol,
as
4,3 Aj,p.urJilsniloJl|.K!B.ttJ!lfl0^
authority to eater into
Afiiliate of an
;;:n;SHn b^^bllc rrjrponty w>te not apply to limit the audronty

Disinterested pjveetors, jhe an Affiliate of the Company, or with any e, on
or employee nf tjje f provided that such expenses are specified in ai <

Si:2irSmf=JoHorDi,a.,
. nr OITiocr of the Company shall use any property
POTSo..naliy-52- nilPetor
' .in exclusive ppmqph! bev
of the Company tq ga"'' '!}
j)^-
4.4
00)
Any Direptpi.' my also pall a special JJ,^ô) days prior to the date of such
Chief ExoPHtivo Pffiaev and each otlipt iPn ' meetings shall be held withui
special mpetiOB -iinanimously JP îLcUnps shall be sent to all Directors by the Chief
20 miles qfWPsWbgton.E'f^. ^ such meeting, and may be sent by regular or
Executive) pffipBf at leEjst O ) fe- ?.(.tors meetings shall contain the time and place of such
cleotronie iptHl-AU notices of Board p-fPllb , âsonably complete description of the
meetings; of sîeeial mee^gs ^"tlng ^ b-Kicss conducted at such special meeting
matters to lie PQiivl dei'ed'aiai.^chspepial n, ? are, not required to include a
Sll I,. liimBtlP 4 7*-
description ^ pf jurttters to be considctod, I
il taPrSdal .1shall.i.not invalidate action
restricted, EnillllR ^ comply ^ at such meeting objects to such action on the
talsen at such tj mP(Pt'g Is uhsf receiving actual notice that such action was take, .
grounds o.f df notice withm ten ^ constitutes a waiver by such
'.['he actual prea^F S m ' The maskable out-of-pocket expenses of Directors
Directors,
including both of the
4.5 QOiSmmLhlaianer o;LATti.lig. If a approval, consent,
R.equi,site pireciofs, are present at
determination, QT'qtherqctionrequn Of] i p.;^ effective if a simple majority of the Directors
to the Act, thp CtoflifeHte- or Hus Agreement is el
present at ft mpetillg at vyhich a ^ portion of the Directons or by a smaller
this ABreemPritre,qmres Directors the Requisite Directors or a specific
subset of llm :^f|v,petors (such a,s, P ,q, all meetings of the Board of
Director), ?bp Rirectors shall use icfjfiQm t p,.e,;ent at a meeting. Directors
Directors, apd sjt.qjl not J, to other individuabs, and the proxy holde,' shall be
may give WlijfRjl R'oxie.;;. to 3,.^ distributed to all Dirccto.ns present a
entitled to VOfRa'l ^'ob ipcetiuB if 3. ,atter. Directors will be considered
any meeting' wt whipb fbo proxy ho c ej' A Proxie.s must empower the holder to vote
oxi 0l
Director,sprRVlfjPf| foi'bdieinmay be,|fil$up y jp-tpe consents arc in writing, set
J-
9
i
4.7
iTVoeting by ITWtin,^ oi n cpnierenoc ^' , participation shall constitute attendance
;rS3E3:::
ssrar.".:.. sis - -* '
oonstitvitc ^ttWflffpce and presence in pm'Phn at such mooln g.
4,Ji
ait.i , C SS<i C<.mmlll Clf f.xa.tive Offc
Committee v/j f fletormine the comflPn-KrtH n 1^^ chief Rxecuti.ve Officer compensation shall
(the Bourtl of ]:iivi^ptors Irereby J.J ,,,,3,,abl6, ciistomaxy and market executive benefits
notexce,edppthiwai,sahu7or$ l (hq )0 Jh Compensation Committee shall serve as ito
such as heaUb cai'o). Qlae of the ^ ^ ^ | p ^(eliberations of the Compensation
seoretavy PPtr^Nll keep a L produced by the Compensation
srzEfifASf
generally,
5 ARTICVP S OFFICERS
cn titled to pxemtsei the ..ot aulhorizecl to take, or cause the Coinpany

to
them under PeQtion 4,1 above, ^_ j ^ Agreement in the absence of such
mb'
to take, autLrity and responsrbiUties:
approval. The Officers
M.i oM ..''TTXi'orhto clS
onicerT TjlP 'Chief Bleeulivc general supervise and control all of the
subject to tho qQnfrol o .the Boaul of T i 9 behalf of the Companywitb re.spect
business tiptl f|fjbirs of hre Company, ^ ,,c > ^ including casting all votes to which the
,0,1111, rientrin n i, i 'TT,'S,h
Company jli-PhTit ec'By natuie of It),ov,/i:uy i instruments authorized under thi.s Agreement
*"t
Tisbww, >"Hi rT:,r,,S
gp.nerally fffhy ,lh
r; S 8J '*" 'f
" d ûch other ciutie.s as may be prescribed by the
four (4) members, Raymond Rahbar may

Fpr ,SQ long a.s the Board consists pi *au
l, voniovod fvilill Ih. oir,c of CU.fT er only by the unanimous approval of the
the 'Board consists of four (4) or moie
fhief Fixeoutive Officer by the
For the avoidance of doubt,
approval of fl p.if\]pHly dt the woaic. h f to vote upon his removal from
Raymond Rahpai:'shall pot, ondei any .0 Tf ; ' the IBB Director or otherwise,
the oftjcQ o'f Plpcf Exceptive ^ j ^ ^ tV above, any replacement of
NotwithsthDfhnp T'y^l'ipg to the conlnvrjf coma,nut AHo
10
Raymond as ChjeJ: Executive Qfficor, including replacement due to his removal pursuant
to the previews two sentences, must be approved by the Board.
1..2 Vice-Presidents, The Board ntay appoint one or more Vice-Presidents.
5.
In the absppep olHhe Chief Executive Officer or in the event of his death, inability or refusal to
act, tire Vibe-lh'BSifients n the order of fiejr length of service as such, unless otha-wise determined
by the Board nfpireotors. shall perfpnn the duties of the Chief Executive Olimer, and when so
acting .shall hhve- ^11 the'power.s of aiicîbe.subject to all the restrictions upon the Cluef Executive
Officer The Cdlifif Executive Officer, in the exercise of his authority under Section 5.1.1, shall
determine tbp pfrority hud responsiHlhies of eacli Vice
and respanillbl tty Bi'anted to the Ghipf^.hdxccutive Officer imder Section ^dd to uch Vjoe
Presidents in tbO' pxcrci'.se of his rea.spnfible business judgment, The \ icc Prencei is shal in,
general pev.l'iorm til l ilulios incident to .sneli flplegut ion of authority and responsibility and such olhu
duties al fiom tipSeto tipe may be prescribed by the Chief Executive Offeer or by the Board of
D.hectors,
S,1.3 .Secretary, The Eoni',d may appoint a Secretary, The Secretary shall; (a)
keep the rnimitoii pf the meetings of the Members and the Board of Directons, and of all committees
in one or move hofjks provided for thaj purpose; (b) see that all notice.s are duly given maccoidance
with this AgiTPlfEnt 01reciuired'by 1.i)w; (c) maintain and authenticate the records of the,
Company; (I) jpalntain and have gpiwral charge of the books of the Company; (e) attc.st the
signature 01,- cpiij'ifv the mc^'mbcncy oj- signflture of any Oflioer of the Company; and (Q m general
penlbmi all dpties incidejit to the office of fjpcretavy and .such other duties as from time to turn,, may
be, pre,scribSKi; ,iy t]}e Chi'pf Executive p,[Tipor or by the Board of Directors.
S.l.d 'ITeasurer. The Board may appoint a Treasurer '. The Treasurer .shall have
the oustocly of tbe Comijanys funds qpd securities and shall keep tell and accurate accounts a:
receipts anVdishlll-senrepts in bodes hdopging to the Company and shal deposit all money.s and
other valiinblp pffibpte inthe name and i,q t1]poredit of the Company in such depositories a.s may be
designated by -the Boavc] of Directors,' In ftddition, the Treasurer sliall (a) maintain appropriate
accounting recppds as required by IfW; (h) propw'te or cause to be prepared, aimual fmancia
statenie.nt.s dpd ofher reports require^ by lllis Agreement or the Board of Duccto s and (c) m
general nil of tlpe duties inciflept jo the of'fice of treasurer and such o^^ctolulie.s a.s horn
time 1o time tiw h.e prc.scribed by the, 'jBlDqVfi o.(: Directors, l.he Ireasurer shall disbiiise the funds
ofthc cSf as 4ry te ordered by jhe poard of Directors, or by the Clrief Executive Officer
with re,spec tpiex'ppnditii us within the, Pliic.fExecutivc Officers authority, taking proper vouchers
for such dililWlWjpents. mid shiall reijclpr tpithe Chief Executive Officer and the Directors, when
fhi,s Agroe'mcpt gpneraly or the Board'' pf Directors specifically require, an account ol all
trnnaaotidqs afi''ri.'ddsure|' and of the ijjwncifll condition of the Company,^ Ihe initial rieasuiei is
R^nond ijiallfiap''Notwithstanding i|f|yf,tliljg ^ the contrary contained in above any
rcplacemopj (if Jifiymopd Rahbav aij-tfrefinurer must be approved by the Board Nnteto s
Ihlnher, xmm tU ipnioval of Raymo.qd Vihbar as'tho Chief Itxcoutive Officer, in accordance with
Section .5,;1,1 fii'iRve, Rayjuo.nd Rahbaj'wjlj Jiiitomatically be removed from the office of licasmu.
unjcs.s otb(ij>w}sp f}(ipvov{!d by a majovjfy'qf |hc Board of Directors,
11
>.
5.'^ other Officers. The Elofirsi of Directors may establish such oilier Officers as it
determines, ftfiw'timcrtp time, to be pecessaty or convenient to the Companys, operations, and
may modify ths.Uhority and duties Qf the Officers, by written resolution, Such written resolutions
shall bo app6hs5p|jo thiii Agreement fiiit! tp the extent so appended are hereby incorporated heiem
by refereneo, . '' '
5,3 icers. Svihiectto Sections 5,1.1 and 5.1.4, the Board of Directors
may appoint,' i'Olfipve, tipd replace 'P4i-so.ns as Officers of the Company, and .may leave offices
vacant. .
6 ARTfCWl fir LIMITATION OFUABILITY; INDEMNITY
6.,.t
(ill Subject Co the further jirQyisions of this Section 6,1, in matters relating to the
birsinessanc! iplemal affairs of the Cqmpapy of which the Board ofDireotorshasdecision-rnakmg
authority, the BoWfi of Directors shall.fie cptitled to consider such mlere.sta and facts as it clesncs
so long as fiic .Bpai'd of Directors acte jp gfipd Ihith in a manner in which it reasonably believes to
be In the bestinteipsts of the Company, as defined under the standards most favorable to the Boaicl
of Directors' that ''Woul4 apply to tbe Board of Directors wore the Company a corporation
inoorporatccl imtlPF the Delaware Gepc.rnl'Corporations Law C'DGCL) (including the following
standards of flsfeopry dpty under the pGGL: the duties of care, loyalty and good fartfi),
6.1.1^ Exculpation. Notwithstfinciipg the fiduciary standards sot forth in Section 6,1,1, the
Members ackpqwlcdge and agree that,, to the fiillesl extent permitted by law. no Director shall be
personally li's|b}Q tp the (Company or itS'.Mcmbers for monetar'y damages for breach of fiduoiaiy
duty as a D.lv9pifi|.i b f thejCompany, ,
6.1.3 Repeal of Modifioation. Xpy repeal or modification of the foregoing provisions of
this Scc'llQniL midhe Members of the Cpfhpany shall not adversely affect any right or protection
of a Dircptor px 4ing at the time o'f, or ippi'case the liability of any Director with respect to, any
acts or ( pf sucl| Director ocpv)i'H|-tp prior to, such repeal or modification,
(a ancial Reporting. TljC Company shall deliver to each Member a Pro'fit and .Loss
S ta'fornon t and .Bnf'l'nce S.heet no later thipf foirly (30) days a.ftcr the closing of each Fiscal Year. In
addition, the. C .jmiany shall distribute (o pach Member on a quarterly basi.s, a financial reporting
package of .montUy income statement, (ii) statement of Member s equity, (m)
balance, shppt, 4) .general ledger, ancKy) stich other reports as any Member owning not less than
10% of the ag'f5r.pfifite Moinbership IJqits lipveunder may request and that are kept by the Company
the o.rd.|ii!!i,y i'fifo'se fif business of'fijie ptlierwise producible by the Company without undue /
in
burden or eKp(5.nsp'.; ;.
C\ T Spblraand Records: The Company shall maintain complete and accurate book.s o'f
acGovmt wfi'irepStla with respect to the OplPpany, in a manner customary and consistent with good
aceoimtjng finiieiples, practices and'prbcBdiires and m acco.rdmice with the rules of lieasuiy
R,ogulatipniy'(foh L7()|M(b)(2)(iv) (mfodtlitionto any other methodology deemed appropnate).
W'fthout lij)ili4lS.l! of Membere rl|jhl{|;ty co.ntrnct, at law or otherwise, the principal books of
12
: .',count and reco j-ds shqll be kept and msiintained in the cloud and accessible by the Members at
ac
any time.
6,4 Itontati(m_pfLiabniiy. Except as otherwise provided by the Act, the debts,
obligationfs apd liabilities of the Company, whether arising in contract, tort or f ^
solet tlio debt's!pbligations and lialbiUtips of the Company, and no Member shall be obbgaUvd
personally far any snch debt, obiigal pp QV liability of the Company by reason oi being aMembei
of the Gompdny. No Member shall be veqpired to lend any funds or malce any capital conli ibntion
to the Company- The-liability of .e^ph Member for the los.ses. debts and
Ckimpanv slmll be limited to its capital poiitributions theretofore made to the Company by snch
bcl li3 l,i* 1.b.P.d,p.i<Uo wuMmwpby
r.h Mombsr(ty pmtoor i ipfraO i with ttotetmt ot thw Agml, No
Member .sliall have any liability to rosicii'C any negative balance m its Capital Accounl, Excep as
otherwise piiqvlcled in the. Act, by law pr expressly in this Agreement or by anotb.er wuUng signed
by a Member, tideb Meipbor shall have po fiduciary or other duty in its capacity as
respect to tliP btlt,l.ness pd affairs o:fthe Company, and such Member shall ^
Comnanv for flPtipg in good faith relhmceaipon the provisions of this Agreement, fhe failiue ol
the Company to Sbserve any formalities Pt requirements relating to the exercise o-f its
the management of ite business or afftilrs imflef this Agreement or the Act shall not Sjounds^
making ite Members responsi ble for tfie- liabilities of the Company. The foregoing notwithstanding,
nothinlheroiiIfiptainecl is intended or shal} be construed in any manner to or obvmte
any indomilificattpn agreement whpli pmy at any tune be executed and dcliveied by any
Membei'Cs) 'op A^liates of any Mciptaevs.providing indemnrfioation 'for any recourse obligation
undertaken by py other-Member (or Affiliates of any other Member) in connection with Company-
debt,
6,3 lutisnuiification. The Gopipany hereby agrees to indemni-fy and hold harmless any
Person (epb im ''|ndem-)2ifiedPei'son) [p the -.fullest extent permiittod under the Act, as the same
now exist? or raw hero'fi-fter be amopded, substituted or replaced (but , in the case nof anyu such r, nv
amendment;-sifcfftution or repiaceniopt paly to the extent that such amendment, substitution oi
replacemeitt perpiits the'Company to proylde broader indenim-fication rights than Ure
providing'iiilin'iija-tely prior to sucji amendment), against all expenses, liabilities and losses
(including at qviriy fees, judgments, fines, excise taxes or penalties) reasonably inclined or
.suffered by jitioh ffirson (or one or mq|p of .such Persons A-ffiliates) by reason of the fact that such
Person Is o}' vVil f) Member or is or v/'as spl'ving as a Director or Officer of the Company or is oi
was serving gtfbP request of the Coip:paiiy as a manager, olficer, director or member of anothei
partnership^ coippfation, joint ventuk lirnitcd liability company, trust or other onteipnse
provided, bow.evof, that-(unless the ffo.ard of Directors otherwise consents which consent shall
require the approval o.f both of Ilje Requisite Directors) no Indemnified Person shall be
indemnified -fqr any eipensos, liabfitie.s and losses^ suffered that are
Indemnified fer,sons or its Affiliates apt not done m good -faith oi in a mannei that ,,ich
TndemnltlfiJ {lerson reasonably belipyed to be in or not opposed to the, best ^ q"
Cumpany or/ryitl] respect to any orlpn-ipRl pvooeechng, had rcasonab e cause to
conduct was'vnl-awful. ' Expenses, indlufllng attorney tees, mourred by any such Indemmfoc
Person in pHiffmeffig a proceeding sbal) -bo paid by the Company in advance of the final dispasttion
of such pi-.pep' ffg. incliiding any appeal iDpre-from, t.ipon receipt of an undorlakmg by oi on bcnalf
13
if it shall \iltimately be de-termined that such
of such Inclempifled PersoB. to repay spoh arooimt
Indemnified Person is not entitled to be ipderamfied by the Company,
accordance with SecUoii 6.5 abovcUfaU be reported periodically m writmg to the Mcmbois, bu
in f twelve (1?,) iponth period immediately following the date ol the
in any oaao, \vi1|rin tlje
iiidemniftpatiDr] Qt advaice,
6.7
~il5EeS'S==S==
liability oiVfiPPpvint- therbol),
The indemnification provided by this Agreement
6.8 n|.|-ier Riiihts and ObligStiPllg'
which aPerso-n seeking indemnification may be
shall' in npt bo pfciwlioial to any other .viglrta to , . to action' in olficial
iiiiiPiiSiii
SsbSSs irrfisSfsSEzKids
invalidated apd'to the fullest extent phiipiUpd by applicable law,
ePd'.porat^j)pwlnnmdi2pypnmit^^
6.9
6 Q 1 If at any time while jlaymond Rahbav, IBB or theii' affiliates is a direct or
rndircctmeinbor; rpanagpr, t buSn::;
and any ZJic ofeiL, such business purpi^cs
inolucle the Eippi'QYff oi tjio .M.R.P DnQpl'Oi,

(j.a.2 Npne of ItayinOllii toktar, IBB or thoir Affilialoo stall, so Ion,. sw of
14
0, wi,.=..y, -^rui "sio" !;:Sr:gS"y
ofsuchbii3in5?aS'
.OBLIGATIONS; MEISTINGS OL
- MEMBEKS! rights AND
7 AHTIPI-ÎP;' '?
MEMBEWI
The Membership XLbls .in Xhe Company are pe.vsona^
7.:i .Naftn's of Membg.rsJJaitl3 assets shall be he.kl m the '.aame of the
ip-n of such Member shall
have any viglUMiti^y MotlfshTunlts rnay
as either employees
^ ,, , T>;(jUfc. 'W.itll the exception of M.ombcrs who serve
i n the day- to-day affairs
of the Ccmtpnny or otherwise participate
express fof(hs of f>e A.ct (as hmrted the rfght to so vote or otherwise pavtretpate
the Certifioais, Pt Mis jLors and Offreirs arc authorized to take any and all
In accordhlNh With the ^^3; i accordance with this Agreement, nnless
actions in X'?9 HdHlo of behall wm i'
siich acUo.nS ft# ligted hf this Section 7.2.
actions withPMflte r^nîve gjjf Jr thdr respective Affiliates, continne

7rMs , . >-):
7;rSllllp iX nvohmtary, liquidation, dissolution
7,2.1.2 The volqirlftVy, or consent to .i:
winding un of Me Company or .its husipeps.
or
securities of the Company or any
7,2,1.3 Any .ptlblj? offering of any
sqbsidlary,
substantial part of the business of the.
7 2,l.d cease to conduct all or a
Company pi' ftny subsidjary;
of any assets or
lease, license oi otherwise dispo
amount greatci r than $100,000, oilier than sales,
inteliectwq) Rl'PpPl'G o!Mh Se Companv s ordinary course of business.
trnnsfors, }pgps, license^ or disposit,pp3 ifl M Compa .
15
<}K'i
ni XG authoi-ize, create or issue a new class, series or subclass ol Qnite
licjliidat(pr) |lligf?)re)ice ot; otherwise;

the number of authorized Membership Units,
7.2.1.7 incre|Jie or decrease
Class A Units or Class P Membership Units;
' 77 18 purchase or redeem (or permit any sub.skliary to Purchase or
redeem) npy
7 7 19 pay oi' declare any dividend or distribution on any Membership

1:h, Coippny S- th'rîistrdûtions described in Section 10,1 and 10,3 below).
Upit.s of
7,2.1,10 adopt, approve., amend or modify any equity mcenlive plmr;
7 21 11 incur cyeqte, or authorize the creation of, or issue, or authorize the
tp tpKd .ny pypk , S S'lCffcl i ,h. o,<li, com*

money, olhp' tl)ail (A) lile * , If modit th.( do not oyw.ed $25,000 mdiyidimlly
of the. Compftliy fi business, (B) loan,s or . equipment leases not
or $50,000 when aggregated
ej^ceeding lliPdSq.OnO in fqe aggregate ) $50,000 toi m.ascs
is solely Oh t'tebfiWpmept acquired under speh leas ,
authorized number of Directors
7,2.1.12 increqse pr decrease the
constitutjpg tlip.iHqard olDlvectors;
.subsidiaries created in the
f w S-ipoS pwpoco enoocc) ot nco-
ordinary QPPTSp of due Ccimpany s acquire all or sub.staiitially all of the assets of, anothei
capital stopje .Of qi|ter equity interest Iq, pi
entity, i.nc.tudiPh dy waypf CTudusive hceqse
" ' 7.2,1,14 changetheqccoumantscmployedbytheCompanyorchaugethe
method of ue.ppqqring en ployed by the Cppipany;

' v 7,1?.1.15 settle or ffherwise litigation involving the
Company whOlP l-lF- amcjont in contravtiisy is in excess ol .'20
, O' ,.2.1,16 inc,..,,dyionglmmUddit,o,b.l,al;foffcCom,n,mta
,s or more.
.mom,I jlisiipl ili in exH of $25.Q!)!ipte' '
16
matket for the conduct of business by tlie
7.2.1,1.7 o.Titer into ^ny ew
Company.
A a... < " kT?
proceduro,:^ Wfli-ef|wrenients set foiUi ip 11)0
7,3
W,Ml.i.!glqil, RC iTqtoPPW"' UWoftk mrog. Tte P'P;
votmg ri*. , Ipp'PS m fgs"e?of *. Members mill M P');! S S S

^ -- .s m. be gele.mm.O b.
Board of p.il-'pfftorfi'
7 3,1 mii5olMsSlinESJ)fM^ TSn^TtatinSp'i^^^
meeting, tyhpfhpfpersopallyi by ma -l. R

DirectQ.T:UB PilfllW^bpr ofiecouk
entitled tn notice of
IôrdDa-te. fqv tko d ofMcmbers entitled to receive
7,3.2
;
OL' to vole at any I'lfccting of ,Members or apy
or to mahe a cletemnnaPon
for any other pmpose, the
snch distribntion
paymetit of npV. 4)fb'ibnponmeeting is mailed or ^^^Sînation of Members. When
dale on whiph notip of t]re t
be, shall befhh )'ecorcl pas been made, as provided
iSSSSi^""" ' '.

adj ormiment thereof.
i=iis2i=lss=^
SSffiSHa|sii==ii=
17
t
slinll be sirffic ent to approve or con,sept to aucli matters as require the vote, approval or consent
of such el'tiii IShcnever the vote or popsent of the Membership Units or any class Ureieol is
permitted qv-VPqvvltecl uqêr this Agreotpont, such vo te or consent may at a of he
Members or may be givpii in accordance yvlth the procedures prescribed m Section 7,1 ^
consents |:ft'apt W in lieth of actual rapetings. If a matter comes before a meeting of the Members
that rec u'}tk?|jjALe, amroval, or cqhsent of (i) the Membership Units as a whole bu not of any
pmticuiar ciaS; 6tl (ii) some but not hil ol'psises of Membership Units, then a vote may be taken on
Lch maltepil a qporum- of the Membership as a whole or of such class is present, ^>t<Uuoh
action w|U hP'vJlid, nptwithstandip^' thqt certain classes of Membership Units may not be
roprcseptsc^ P|i fllfiy not have a quoi-ujTt preficnt.
7 3.4 Cpnduct qfMp.t!lin.pS' meetings of the Members shall bo presided over
by a Ohairpmsqp pf themn^tog. who sh4'l be an Ofllcer, a Dkeetoi, or a Member ;; fy
the Board'nf'piveptors. 'The ohairpersqii qf any mecling of the Members shall deteumne the 01c e
of bvisinoss weVthe procedure at the rfieotipg, including the regulation of the manner of voting and
thp conduct Pti'fiiBbussion, and shall qppplnta secretary of suchmeet.ng to take minutes thereof.
.7 1,5 Participation bjJCfikpJloaeMLSirmlar Members may

Darticimito and hhicl a meeting by jpeaqs of conference telephone or similar coramunioations
equipment hy'lkans of wlrich all pfiptlcipating Members can hear and be beard and such
praficip5tipp's)iSu constitute attendaiqCB and presence in person at such meeting, In addition each
MembehlSif'b'H 'entitled to attendihadl' locking of the Members by means of ^ oo rfe ence
telephonp m simUai' copimunioations': CflWipment tluough which such Member can heai a d be
hearel, 4cl*^Hqi[MVticip|ion shall cqp.sthpte attendance and presence in person at such meeting.
7 Â Wfii vev ofNotice, When any notice of a meeting of the Members is required
,0 to givto, a 4; w to a Mc.,.bto .i.w ,0 ,ad,
before, at. Qi' Jer the tjme of the niqqting a,s stated m such notice, or actual attendance by
Membev'it sqc'h Ipceting, shall be eqvilvfilpnt to the proper giving of .such notice,
7,4 A r.[inn,s hv Members WitliaUitt_Meetmg. All actions of the Members or any class
wr,'itten consent without a meeting. Any
are m
v;i'
notice nffijiD fip|iofjs takqn thereby. ;

'Pi-nyies Members may give written proxies to other Members or to other
Morket StanclolT ApropniUll. 'M connection with any initial public offering of the
TA if ^0 reqiiesred by the Conipimy or
Companys apppiift 4umo|)tion with sil'tdvliutiai public offering, to execute a mailrel standofl.
leprescintqtiyp' ji] -
18
agreement in which sucl) Menrber shnU agree not to sell or otherwise transfer
, any, securities
, . of the
Company ciniing a poi'od of itp to ]S!Q days following the effective date of the registration
statement vehttmg fo such initial public ol'foring.
, 8 AHT'IPipifC - C^NTMBUTIQN^ TO CAPITAL AND CAPITAL ACCOUNTS;

LOAN,S
il.l Capilal Contribution,
fhLl E|ch Member owning Class A Membership Unit has contributed cash to
the Company Ip ths amovrat set forth as ths initial Cap ital Contribution of such Member on Exhjbit
A httaohecj hpt'pjp-
îj..2 Each Member owp-ing a Class B Membership Unit has contributed cash or
other pi'opprty tP the Company in the fVtnbunt set lorth as the Initial Capital Contribution of such
Member oh'E|4îb|LA at|achecl hereto,
84,3 Certain Merahors have received, or may hereafter receive Class B
Membership Unit? in compensation fpr services provided, or to be provided by to the
Comply -WwltlilentbQrs have no ipltia] Capital Account balance with respect to such
Membership Units, and the Members iptepd that such C ass B Membemhip
inipvpct q Ywiihin the memiinf' of lipyenue Procedure 93-27, 1993-2 C,B, 343, as mociitica
Units intoncled td constitute Profits Ipteresls shall be designated as such on Exhibit A atlaohe
hereto.
8 13 1 With respect tO any Class B Membership Unit intended to constitute
Profits lnh5>'si. Bie holder of such Class B Membership Unit shall be entitled to share in
clisti'ibutiqns on y to the, extent set forth in an applicable agreement between such hoklu and he
Company whih i hgi'ceinent shall dehgpate a dollar amount of distributions or sale proceeds tha
must bo pgit! .pnrshant to: Section 10.1',3 with respect to each Class ^ Membership Ui^ and
other Clish B Membersh p Unit outstapcliltQ on the date of issuance of such Profits In uest beloie
h S sale; mceeds willbo ,dd with respect to such Profits Merest (-ol^rg^^
1 ihn i lTUti-i'brition ''Hurdle') The Board of Directors will consult with the Company s
issues . . o , *Unit intended to constitute a l.toiUb
Distribution I-lpi'dle to ecpial suchlowcf pjstribuUon Plurdle.

8 1.3.2 'Each holfhr of Profits Interest,s, whether or not vested shall be
^ nnrinei of flie ComuanY fm U.S. federal income tax purposes with respect to such
M;lSf m Uinll have the discretion to malce .ly dotermiiMioi.
to the fair marlcet value of the Company s assets,
1.9
.r.
i -
the ainoHVit of ttte Coixipaiiys liabil|t.jp, the extent to wliicli, it' any, Prohls Interests will be
excluded ffpin pijvtioipating in Compf(ny dish'ibutioHs on account of Section 8.1.3,1. and how
disttibu-tian.s inty be modified in ordpT to achieve the objectives of Scct.ion 8,1.3.
8.1.3.3 Each lYfpfnber acknowledge,s the proposed revenue procedure set

forth m Ntltice 2p0fi-4i 2005-1 C.B, 1221, and expressly intends that the Company shall be
enabled to mnl|:B q-'lsafe harbor electipp pncl to issue safe harbor partnership interests withm the
meaning thereof. If suc.h proposed royentie procedure (or a substantial equivalent) is promulgated
in final, offwtiv^'lbmn-the Board of flirectors shall (witliout the need for further action by the.
Members) hflY? hll neco.ssaiy authovijy under thi.s Agreement to give effect to the intention set
forth in thp pppcgfling sentence (inc.|Wlin^ the authorit)/ to make any applicable tax election on
behalf of the PqTripS'uy end the holders of .Membership Unit.s).
^,:l',4 Upon admission of a new Member punsuant to Section 3.2,, 1, such new
Member shall contribute cash or property in the amount set forth in the consent required under
Section 3,2(1,1', vfo the'extent such neWMembev contributes properly other than cash, its value
shall be a.s agreed 'upon by all of the Mornbers, or if all of the Member.s do not agree on the valiie,
such property siiql'l be deemed to have no. value and shall be returned to such new Member To
the exte.iit aiw now Menqber contribpfe.s services to the Cornjrany in exchange fo,y such Meiubei ,s
Membership Unit; the value of .such spryipes, if any, .shall not be considered a Capital Contribution,
and such Mtelpber shall be deemed to hfwe made no Capital Contribution to the Company, unless
otherwise qgrepd by the new and existing Member.s at the time of the admission of such new
Member,
. If the Boai-d of Directors determine,s that the
8,2
Company requires additional capital to defray expenses of the Company or to pur.sue new .....
inve.s tmZnts ofipital expenditures, thp'.Bp.ard of Directors shall notify all Mornbers the arnoun
of additibqfll otlP-ftl reqMfod, and opp q.V pioxe of the Members may, but .shall
to,
make ai:iti!li6.hql Capital Contribqtiops in such amounts as they may agree, oi it they canno
agree, each Spn'[buting Member wqy piakc contributions up to an amount cêteimined by
^'itiplying thPUflêstekl capital amount by a fraction, the numerator of wnich is he numMi of
mu
Membemhl) UnUd ownbd by such coptributing Member and the denominator ^htoh s e
apf/repate'iwmbet of Membership Units qwned by all eontribulmg Members If the exis ing
Members dp f t agree to provide all qffhe requested addilional capital then the
may raise sueh additional capital frqnVo;iiier parties m any rmumer
Director,s hvjts'.sd P discretion, inducling th? M' new Membeidup Units (and ^ erea on
and is.suuppp P.f nc.w classes of MemU.Tsiij,p Unit.s) and admitlmg the Persons acquiring ^
Membcnshlp Uiiits as Members of tip? CQ.ippany, In conducting such an oifering, the Boa'b of
Directors may oause thiskgreement to be .amended in any manner it deems necessary to
the terms officlfian offering, in its'so.le discretion, including, without imutation, c ealmg now
M.emb0i-,shtta UP'b' Addenda, altprlpg IJie provisions of Section 4.2, and altering the lights ol
' Membef "qp(,l Me!|iberslup Unjt?' tp vote and receive distributions a.s set ^ ^
the
Apreemopt', p,revicled that (i) such afp.pp.linient does not alter the relative nglits and obligations
among thO JiPUPPfi who |re MembersiijpnTUiiately before such amendment or nber
Membership U|U.b.classM; (ii) such aifioqtlTnent docs not -increase the
to contvibutipfip.'i}-al to tfre Company op qtpfrte any personal liability tor any Member, without
20

encli cfiije pbtoiping the consent of n MEijorlty in Interest or a Class Majority .m Interest of the
affected Mproberd or Membership liiiit elasses, as applicable, and S
8.7 shall hp observed. Uptil such timp as all capital contnbution.s made by ^
by dislrilration? made to MRP pursufjoj Itpreto, any action undertaken by tbe Boaid o_^J-^tiRdois
rmdcr his icdon 8.2 shall retire & approval of both of the Requisite Directors^ .fhercaftoi
;revide4 tS 'tiiJ Membership Unit Phis of IBB and that of are same>
âpproval of fji^ director shall nof bo required (but the terms of Section a,7 shall remain
applicable), '
8.3 -Potins, Upon approvaj of the terms thereof by the Board of Directors (which for
purposes llRl-eplidl reliuire the approval of both of the Requisite Directors), any Member rnay
make n lofm (p ti|e Conipany upon pciinniprcially reasonable terms. Loan,s by a Memboi
Company not be cejusidered CapilAl Contributions,
B.4 No Interest, No Moii\ber qhall be paid interest on any Capital Contribution to the
Company,
8.f) Cf^pital Accounts.

8.5,1 Thp Company shall mainNtn a separate Capital Account for each Member pirsuant
to the pnnoiple.s of tlris Section 8.S and Treasury Regulation Section 1.704- l(b)(2)(iv), lire m tu
cS Sqot rfeach initial Moipbar .shall be the Initial Capita Contribution of such m a
KA imh-.,. linfici Oection 8 1 1 The init al Capital Account of each subsequently admitted Membei
SC S C^nt^n'iS'icl o? such subsequently admitted Member under îcm
84 4, Snob ijial Capital Account sbqll b increased by (i) the amount
rontributlDn.s of such Member to the Company, including those made under Section 8..0, (11) sue
toSioSslSNct Lrooipc pltvsuant to Section 9.11 and any Income that is speem y
al/ocateVtQ such-Member pursuant tp Septic.m 9.2, and (iii) any '"'t' V'th'cmifd
Aocomit ftall tl Msml. o.rmoi .gr.., by ...

by tl Comply md .ccgpt.ble '''f
oThs SeSive) dh t ibuted to the Member by the Company pursuant to Section 10,1, and (11
siSE=sssh=^^
such Member fp Ibe Company.
8 g 2 WhPnevcrlhe Compariy js |re)'mitted to adjust the Capital Accounts
^ T'V 'U. o QpnHoivl 704-l(b)(2)(iv)(n to reflect revaluations ol Company
iiiiSIsISErS^^
Mfl-P or -blfuifts,
21
ri
8,fi,3 provisions
ralfiting to %' , ] 7044(b), The Members intend that such
reqortem.v4s of with such Treasury ^
provisions fPll]toF,pi'eM and appl ,i _^ ,, ^|,ich the Capital Accounts <ae
SStStnf ;j;^
~ 0.1. compa.,
deficit balance in its
' ^,g,4 Ko Member sfnll have any obligation to re,store a
Capital Accqpj)}, '
8,-.fi or' Reducap.ILfiLMembei;4.CMabuJm^^
8,f,,l Np Member e|,9ll lli.ve (he rigW mey be

ContribiitlPtl 0i'''tP.roe6ive any SfAffif In tbe event of n velnm of any Capital
A to reeeiy. property otberta, caab.
other Member, either as to the

8 n 2 No Member shall Ivave. priority over any
or di,stributions, except as
retorn ..f C,p|f:conbfbo.ie 0, pe.
shall not apply to loans (a.s
lSSlS?gfcS3Af.btaa)nrac..byaMemb,oreCon.pany. in accordance with
this AgroQme|]|,
^,(,,3 Except as obUgationJ of the
virtue of hin4 qvjtPf status "" ip, ulo is (provided, however, that the Merabem may
Compahf l)pyMhl:. ts respective inactions, including, but not limited o,
have pevsqnill l^llity With respect of the Company to outsK e
personal iiilhiHiy; arising p,ovicled herein, no Member shall be required to
SS:St)l|3iA:XSAAfn,.bo company.
8A
if the DireotQl'fypte to sell other equity securities ornghts to acepme
(whethov it TlfiW.iy I class of Momho b P ^ securities (whic
MemberslUpfJfiitil or other Requisite Directors), hie Company shah .h
for purposes heTe.of shall I'equue qpp lA ^ preemptive right to acquire a pio lata
extend to each :pV!trlif> Member pr oportionate ownership of Membership
portion (bdpp^^S-pdr to be sold or issued. Tire Cmi^
Units) nf fifiglt MpFibership iRRen notice of the proposed sale or ^
shall prnyltli/fifl^fist twenty (20) ) E- thelvIembershipUnitsorotherequity seen hies
P'^ P the payment terms, and ^ QualMed
being so flfe9fK,the A Membership Units outstanding of ^
MembpvY ?S Jif Hotlpe). No Member shall have any obligalioi.
Me!nbqr,sil4l.fj' (0^; UcSiSiyidhl
i
22
acquire sqeir Units
other equity seovn'.rties sold or issuoc^ ' terms as those offered, or to be offered, to such
same puvo^fisp .pripe (it any) an on holding Class A Membership Units that, at the
Person. A Members obligations under
time of Rvic.tVC)f:fet:lng> (tl) not m requii'ements of the offering, A Qualified
(his Agrcolliwil,' F' ('>) ""Sirarnted ond.i this Sttetio.ifs to tte e.ottety, htd
Member may px^fcise the pieemptiv g t giving notice to the Company of such
tefod'SfS.fpf5 f" MipUUo with .0 Which.ho

ilY exercised ou ted.t.s and conditions substantially identical
5^0 Quahtied Members pursuant to fbe Preemptive
to \Ue 'lOQub'tvrfsV Q.s thc^sc oi'fciod tp P, ^ ^ . . ' /.r -, transfer of the Meinbevslnp Units
i;ssa: rSiqo lASiS c.cwc socuvilies proposed to be

musr oe .................. . Qualified Member.s pur.suantto this
issrmd by tlirpQniPiiny loanylcrsqn mustbc
-to, and the Members shall have no preemptme >'
See lion Thif^ Section 8.7 docs not apply tp other persons providing seivtcos to
feid to any'}4ance pf Mem.bersh'il^ Upits to employees or
the CokdiMl|y 5tf seiotices.
9 ARTI.pi,|r, - ALLOCATfOUS
9.1 MDSatiailS. Subject to Seetioii.|,|3.

Section 9,?;; WpI Membershfe Units in a manner so that immediately after
among the Meipibprs and with ^ Member (after crediting to each such Capital
making tlip tiu MrSemS ^fdeemed obligated to restore under Treasury Regulation
Aopount any qpiomits tl|A Ibe M i q.d ,amount such Member would receive (or
Section 1 r ns |ie.udy as ^ Company as of the close of m.oh
be reciuiited .(fl RP ih'ibuA) m a J hypothetical liquidation (i) a 1 of the
Company for pilfPpK'is

Regulation'SooVlPj'^
of nonrecDUi:,sq lighilrties, to
satisfy such d'h'''
SSSS=St:i=:ri:
Section IQ'. I'ib the Men|bers,
9.aEshia:y-Altahtnis.
and 'Loss wfU alloeatdfl to the jn to ^ ^
anpoltioiJfSt'lo
l,'704-i>(Btji)j.iinfl: 1.704:i(b)(2)(u)(cl),.
23
NotwitliRtfiPfllng tê pioîo'-'^*' , ' I, 7r)4('c>\ncHbe Treasui'y Regulations
differ; .4;! ,0 ih. ^
SSI?propJty)Sncl L704..1(b)(4)(ii) (doalmg with tax creclrt hems) as
dotermlnf?^) l^y fitfl Boar^,
.HsIfjSSiiKSSiiiiHi^:
an i
solectcci by t-hp of Dircctois.
9.5'.Tfls_|{)|tlbvElectlMsjnilHLeji;pjei3iion^^^
solely io.v t'eflfii'fl] q ihriiToter K of the Code' provided, however, that the filing of
a.;!^rr.2JrgS
W1 .. piôa. cpa, <
expand th(:j p]t|Wfl|iona op habfiUes of.flie Members.
9,Si3 Th*^ allocation provisiQirs contained in this Article 9 arc intended to comply with
Regulations promulgated thereunder, and .shall be
pf oction 7n4(h) of'the Cpde and the TfOasury
ititerprcted find li'ppliecl a manner cppsistent therewith.
9.6 Tax
or,' take uny rpgtfitfv^l action in its capacity as Member and to do or retfam
otpiveclpK. ,Tlf ag ?-L M.m^ tin is p.ppok, .
from doing f-iny of all things ).casona]Dg k^j J ^ ^ Member in carrying out its
such. Any f > expense of the
sMlhellffi: A';.'
24
9.7 ~qnoks of Account.
0n1 The C'oinDanv shall ma:lnt\ihthe Co.mpanys books and records and shall deterrainc
:5Snn!oS|X S Puoh Shall hca, all pa h.aaa.'ad l any
examinntiQir i]]a(;|p on behalf of such lylPTlb GV.

ir, conneclion witlr the keeping of the books and records of the
9,7,2 All expenses ip c ,
' - or unauditod tlnaneial statements requrred to implement
shall be borne by the Clcfmpany as an ordinary expense of its business.
:=:Si^:ss=tip^rSBz.zrs.sT.
Form loeii) mdjktiag fual' ''> *'= 1* , ZrlF my be Ldited or
SSdi aiVemhe b, .he C.may and. d
SrSl Slave bpn reviewed ,nSUPlFeved by the R,<lo.e.t. Dh.eio.a.
o0 . RanV Acoounts The bsi* account or accounts of the Company and such of its
subsidiadpsq^BiS^^Mpaslm^
-: aoeh 0,1,0, b|,,* as |bSoS.em
or
require the appl'pyal of both the , ,, , êned or receive Company funds except os
and no baqk pcpormts or other airang r, ; g | of-Dji-eotors shall determine the
approveh 1, w|d;B V ^ Ilf iSeu.m ahall e be mde b,
so
XlirlmS dlwlvel by ill Board of Bireelera. Fbc ,-liee approved are
Kaymopd lipbbav,'Chris Junior and flpllybt.etancoml.
in w - .p.STRiBirn.pKS , ELECTIONS AND EErORTS.
Uerirdalls HI,Fd,o, de<e,an.pe Ibe l ptD
llaSbSiSl SI-lb 5^1-

25
iilispliis
Membei's in t ]P piiouiy'
10 i 1 First to the extent that the Membership Unit Addenda contain provisions
=S$3SSSSEi3SHS
;? uSsSd .y .u c. a ... a,,, b
Units, deterrriipeti'as of the date ofsnch cljstribvitlon.
amonji nU Membership Units, but with respect to Class B
1ft,X,3
Membersipp Upjt? that pre Profits Inlmnsis, subject to Section 8.1,3,
No distribution shall be declared and paid it
1ft,'? LlniitatlQn UponJChi.UihHiifiSli-
payment of such distri&i would capse the Company to violate miy limitation on distributions
provided ip the Apt, '
10,3 lEpcMub]liiyJ2khibutipS.'
allocation is fpcjuifcd (epoh, aT.ax

ion made to the Mcm'bers
10 3,2 /Vvw "fax Liability Distribu|ion-..., , , ,, shallr,,be made in an aggregate
;h Member, sucli
=CBcEE;sS'SS=ihsi:s:!==
r' 7 Fll 'ISk y2i the o fm lativc excess of items of taxable income and gam over-
last date of tfie A.gphcahle yeai mo ii.im ninra-hte to such Member (determined without
regard
Cotio), to any(ii)ite.W'f
looo pi previously dislrlWed (o, dl rlistr,tailed) to, sod.
tax year tq.supj} -Mcmbej: pursuant to tips Ahicle Ul.
for pr.ySuf 'S-XiSsS;;:;- :srsi tn:;;

26
reduce, dolUn-'for-dollar, any future cjistiibutions made with respect to such Member pursuant to
Section IQ.1.3
10,4 Withbolding on Di.stributions. The Company shall be entitled to malce payments

(each a ^'Withhp ding Pkyjnent) with I'ospeot to any Member in amounts required uylischaige
any obUgaTtoh of .the Company to wit|atold from a di.stribution to .such Member or otherwise to
make- payjnents'tp any governmental jtpfhqrity with respect to any U.S. fedeml, stah,, local oi non
U S. tax^linbilly of Member arfsipg ps a result of such Members interest m the Company^
Any Withholc SAPaynient made frqpn ^fmids withlield upon a distribution mli be tibated as
SSa a to Socum 10.1, A,. other WithMd.og P.yoie.i 1 b
doomed to he ,'tootso:loa.> by the pompimy to the rolovoiit Member. Any srreh lomi obidl bom
interest ftom tile (]fite of the Withholding .âyment until repaid to the f-ompany at an
equal to 2% jir annum and .shall be paic upon the sooner oi (i) demand by the CoOmpany, oi (n)
by deduction idm the next di.stributiops to such Member pursuant to this Agreement and a, y
amount so ddclucted shall be Ireated, a.s distributed to the Member. It tne proceeds to the C-ompai y
from an invoatineirt are roduced on acepnirt of taxes withheld by any other .1 erson (such as an entity
In wlSh tS CoJpany owns an interpsh directly or indirectly), and .mch taxes are imposed on m
0thei'wi.sB are mlf butable to one or tPPFe of the Members m the Company, the amount of the
reducticin shall 1)P Wateej as if it were jâid'by the Company as a Withholding .Payment with icspect
to the relevarit i/|o]Tiber.'
lO.S by TaxTnformation.
prescribed
The [yfpipbers shall deliver to tlie Company, at the lime oi times
ipnlioablp law and a( any times reasonably reque.sted by the Company, smh
fitformqlion.'dopVimentation or ceidiftpatiopas may be prescribed by applicnble law oi ^
requested bV the'Cpmpaiiy to determCne vyhether withholding may be required with le,spec to the
SSlws iS L rtreEompany or m cqmtection with tax filings m sdiotion m w
through which the Company inve.sts, jpcluding any information or cer ification icquiicd oi tl e
Company (aHm qther emtity in wliicfi the Company directly or indirectly invests) to comply with
lx vetvifhhn|lforma|ion Tiling re(|pivoinents or to obtam a reduced rate, of, or exemption fiom,
any
any ipSofU ^ fht? laws of such jurisdiction or an applicable tax treaty.
ti ARTTCHEhii - TRANSFERAIh^4TY OF MEMBERSHIP HNITS; TlkANSFER OF

' HPON 'OCCHRRENGE OF CERTAIN EYENl'S; AND
ADMISSj-fllN MElVjBERS.
qvnp.fbrahilhv Of Membership IMS' A .Member shall not at any lime Transfer hrs
if.h ...............
^ ' ' with the conditions and limitations set out m tins
or her Mttmboraji.iH Units except in appQVdance . .
Article ]],' Noany Mcipftpi;t:hip Unit , or any portion thereof or iutorcst therebii
is permit.iefl j) ;i|i|!,h Tnvmsfer violatîa, of would cause; the Company towiolatc, the Secuntie.s
Act of fOS? nv tl#'otiio( applicable (ifntc pr federal law, or eanse the Company to be required
to regisfAV flliy embe:|-.slup Unit,s m- ,1V llPtify
um uuy regulator of .siieli tran.ster, and ,any sncli
Tinnsfcv is mil), .Ifoid, Wd of no ef|;i_ unless the restrictions set forth in tliis sentence are
' discretion. Any Transfer of a Membership Unit in
waived l.lJ'Mlltijj.lim'd ol'Directors u] |tSJ|0le
the Corapflipy under this H: 1 shall be effective to give the transferee only the
right to veoqhfi) tl' e share ol incomq, Iq.jS.e.S;, and distribution.s
^ to which the transferor would
oLwjsg ajid shall not df ctive to constitute the transferee a Member of the
27
(
msmssm
ttMisWs SlIifsubjeflto all the lAm atiS piovislons of this Article 11. ?f
CorapaRy priiyai|)pn coR^plitmce with'the tpllowing req\iiremc.nts.

Iilt 1 FumishmP to fte Company the written consent of the Board o'pirectors,
to obtain'spoil cpjisent;
1112 Fumishini> to the Company an acceptance, in a fonn satisfactory to the
Bern of Dirooili'iai; StU con<i-A8cln of.lic ,i,il
under Seotio.n l-l; ii

'1d,|.,3 Filing a duly executed and .cknowledged iivstmraent of assignment with the
Company, setting'forth tire intention ofthp transferor, that the transferee become a Member;
' '11 14 Bepistrationofsuch Membership Unit under the applicable federd and state
in iis sol Cfilrltifin, waives the requlpmnnte of registration or opinion of counsel.
' 11 1 Fxecutiim and acknowledging (by transferor or transferee) such other

>nolrt,... &o55So.;.l iSy ,1=- o, .lolirt.ble offeo. sooh
and
the Company may incur in
U f () Payment of spell Reasonable expenses as
connection tyitliie admission of sue):, nP W or readmitted Member.
of a
Membership Up b and shall be ^ 3 m 4, 11.1.5, and 11.1.6,

Membcr#,j|i U|| p upon compliance sydli^PcUons IL.l,2, 11.1,3,
28
herein;
,,.3. T, of PviS
insolvenpy, hnnkruptey^ 'editor that if any specific bankruptcy of the Member
heremafie, wfepea to ^ "f ^ [eLrnmencemcnt of the proceedirrgs irr sr.ch barraaip y,
n,3,2 Tl.Timifct of Sl'f 'tu dim of S oi> *'

cedito,, ,h1,4&. -I foy hen,d tof .'Tmateo").
ss*SiS? ri 0 ^:-
iiStS'Si !> SoS ei* C' '
,,33 A pvoposo. ot "i"
Units, whetlrer for value or P*^ P4eMeIXr shall notify the Company and *e other
voluntarily-drajisfer Membership notice shall set forth the intention of oUcl
Members tltereqf In wnfing (a f^J^ts the name and address of the prospecUve Iransfe ee
Member to tvqiU^fF dm ^"fX U proposed to be transferred or encumbered, and tire
terms ar
(the Malfitifis')' ' '
, 1- 7T -to rfH'ivirfrcrinp Rvoirt ocours vrith respect
Id ,4 I-enStoiug Members shall, subject to
to any MemberJ# Unifs, ^J^^.^^Sfe'opUon'to purchase and, upon J^r '
the, reinpmdpv pf'flns ^ ' ,V Person, whether or not a Member h ,
the Person OWnitlB snnh Mernboishrip y fit V Comnany and the remaining Members (as
called fire 'Trhllii&M) fdaU be odhpted- w t \)nits involved in such Triggering
SGt forth"hpreltif:fito '2%itrhe^^ The Company or tire Mnbem
Event at the ptlpo and on the to ms sol ^ Membership Units must so iroUfy the
exercisinp' thpj option 'to purchase such. T f _ ^ j 4 2 (the date ot which such
Transfer-ot: witlj'in t-he time periods ^1'^'; ' ]-f neither the Company nor the other
notice i>s giVpu hPjPg heteinafter ca od po,aon of the Membership Uivitsha-euM
tiM S 'SrSr;itmy J-fe m

t ItoucJeêSy S "
tr'
29
i
shall have the fu'st option to p;irohase
of the doolsjpt^' NYithm hfteen ^ 3 2, the date the Company becomes a^'are
5S'S?SS
Companyli'-hpHop will be deemed iq liftY^'^xpned,

-If-4 2 Members Optinptffid ObliRations. Members holding Class A Membership
Agreement (hgllJMedOtehaîe ^-,,oX to exercise its option. The

respect to wbifhM Triggering iiveniDcp^m Membership Units pro rata with respect to their
Qqalifmcl Pni-fij-jffers Units owned by Qialified Pmchasers, determined
proportloiifitQ :fi\y ie)..sh.i|) of all ^ hi;.. ^ ^ niivchosed or in such other proportion as they may
agree; if any Qlulified fthe other Qimli.fied Purchasers may purchase such
Membership Up|tB proppsod to | w tlnits. Each Qualified Purchaser shall
share o.n g prq {htS basis m L ^ Units withtn fifteen (15) days of the date such
give notice of ta intent to tJ^ b does not intend to purchase any imch
Qualified PnvctQp's arp notified ^^ ^ ^îver such notice, fifteen (15) days
W.ill be de^TOSd.'lQ have pxpired.

; .}
asejrfM?fflbSi:sfeia,:U2litS. The purchase price, for such
;'Q4.3 'ienns of j- forth in the Sale Terms and the terms of payment shall
Membership Phi the amount spf
be deleiTOined t forth in Section 11.4.3.2.
;l.:|,.4.3.i ].lespived
1;he terms of payment shall be a.s mutually agreed upon by
;!.:(..4,3.2
mo oouiog
price ctalrtc p,)yi,i.lobv, (i)
p"Q b i!),, Qf;-Sy ^ (M-ltot.-) provlcllpg to.
.ns%
of the totp] ;.nnb|i|)se Prtce, PV ^ ^ annual installments of
the pay meni p'f fij'e bal{\nce o.t the -T on the an.niversary of the Closing in the
principal-ijjtp'ip.sl, with each ' . hv anledee of the Membership Units transferred.
Interest alnhll hcci'pe provide tlfat the purchasing pavtie.s shall be liable for
the date Q.fibii-lPte. 1 Ife Note ^ ^ ooiêcting the Note balance in the event
reasonul|lo atiXuSSSl^dSid timbership Units as collateral onlj (with the
'i '.
30
cent of oof.o,lf la pyme,.,t) ootll ll.o entire pn-ehoee price, together with
thereon e^^pept in the
accrued intPi'Pst, is fully paid,
|:|.,g
Membership UrptpnolpdinglBB, ^ a majority of the Company s
Company's nsdefir. cleteripomed of prospective tvanaferecs (whether by
ontstandipg Units to any prospective nmisoUdatUm, reorganization, combination or
merger, (jxph^tige, contt'ibution. lecpmtaNfU h ^ ^ ^ notice to the
o,he,wine) Mleetiveiy:art eomiitione of the Approveil Sate
Member,s, ppjlippi forth in m to be paid with respect to each class of
(including, ip itl'^pP^tent then deteimin pi, b p4ember will be deemed to have
Units ellglbui participate m such such consent in wrUing to)
consentecl to ppej figi'ees to raise no oUlPPbo H-mclured as (i) a merger, consolidation or other
such Approval Uthc Approved sue ^ f 4 2e availabi; under applicable law,
transaction foV w]iich disseaterU rights or similar rights in
each Mentber lyili waive any and ,1 fj (including by recapital-ization,
connection yvlflt such or otherwise), each Member will agree to .sell all of ds
Gonsolidiition, mqi'gamziUion, combine conditions approved by the holders of Class A
Units and rlglrfs jp acciiprc mr |c
Membersldp Upjjs and to .sign any defin p so hmg as such terms and conditions are
o:
r Cl..rs A pmtorrhtp Wr wjt W She, ,rMl h. pbliBttWd to join hr
not contrary tp tjlP provisions paid in respect of such Members Units
writing on. a prpi'ftta basis (based uppp t, . ^ aid in respect of all Units in such
in such App2veti|ale ip f t^XclligaLns that the Company
Approved Sltlp) Ijj any rq"w anree to provide in connection with the Approved
or the holders of plass A Moinbcisliip j ^ a particular Member, such
oSale (othcrdhhll qpy swoh ^ walrantiesîven by a Member regarding
as mdemnlfiPdllPl) with respect to rcpi ;. / m'vespect of which only .such Member shall be
such MembU^St title to eind tme 2Ûh>2io the same individual covenants
liable). Ip-pddjtiRn. eaor such (which for the avoidance of doubt, shall not
applicable, to, pi Members in their ,U g j; ' ênm ts) Bach such Member will take all
include airy miveompcMmn or n^.îuUtmn covenants),
.s olicilation of the Approved Sale as
reasonably ppoesiipry actions in coiin'ection v/ith the '
wi^lAAiAotlrrr of cihf. A Mwrrhor,^
n,ro. Tl,. ..hlioalions of the Mwnbors wilh ro.spool lo sAPP'P'AP' are
S"UBeM'oteoSiMo,, roceW,l) by ^
as any other 1ip.1c.|F nmts ^j J i if the aggregate consideration

Ag.r.0H..n., hhpWnoot h:,S"pt "-r-
paid in cQPPPPtipn with closing such JiMl j ^ptout the Company paying airy
then disMbt!tff|i>y the mW oWigations 2at are being assumed by the buyer m
amounts ip suplr l.jriuKlation with lespopi P ^ ^ ^ ân option as to the
conucotiap With such Approved ÛC))> 1) i eny no.
form and '''rST4isrsCi.:Aoch... .n, .ohohho
option; jfp jiP ever
31
Obligation velatinj? to Member shall bo
veceWnbl9bysilc!]Menibenncomie. vvavrantiesniot made by all the other Members in
required to mfike any * veni-esentationa and -warranties regarding (A) such
connectipu w!* hh Approved Sale go Transferred Iree and clear of all liens, claims and
Memberhs om9^:fP f ^ iiereunder (B) such Members power and authori y to
II,^.3 If the Ci^pai^ JT the hdtos

negotiation RV t-Plllfaction for b, /.suable with res.pect to such negotiation or
the Seciii'itles qiid Bxchangc Conu'^-^ . ^ ,.gj,ga,q7,ation), the Members, at the vcquca
tLansacbjon(iTlp^ld!'fg^'P''B'''3h]êr ropre.Litativo^(as such term is defined in Taile 501
of the Coropqny, vvill appoint a piupfia^ rommission') lUsonably acceptable to the Company.
promulgated by fh-P Becuj'ities and ^ designated by the Company, the Company
If any such MeiiiNr appoints a .,; P bve but if any such Member declines to appoint the
will pay ta,nf aph IS Sd w.ll appmnl anotte. p.âae-
piSfi S SofSv will 1,1 tapnaible toa Ibo fa.a of lha poaoh.aol ..p..al ao
pui
appointed.
:e. Sob,ocuo..o,b.,pp.ia
in his or its cqpiipi'ty as p equity iiol jj of icci oi^ desirable in order to
take or cause to hpakeifal smchac ^ transactions, including, without limitation,
consiummatp qn" APPI^Y^^' |.l.'L,,sents assipnments, waiver,s and other documents oi
executing, apKno'wledgmg and of documents- filing applications, reports, returns,
,inslmment3;--fi.tnii|ltmgrjrtormationapd M ^ govermnental authorities; and otherwise
filings .qnd pthsv ' documents oi ! baser In coimeclion with an Approved bale,
reasonably poopeyatmg with the ^ Member representative to act on behall
each Member apfioints R^y^^qP*R J^âi ( a the P b^.âct, with full power of
of all of the:M4hors S S-wll^^^terms of this SgRtim^
substitution, tp imps-fei: queh Units (but sq ? 7 ^ (but solely in compliance with the
aa to ai;il.y SaL TIw 1-,o Pto
incompoteticy pppolulion of any svichMpmbei.
11,6 Eqrccd Sjle/RiglilQOt'i-i''A-Qi^-fe^'
U,||.l Nqtwlthstanding th,

(U') year tiujiiyctfiry of the date third pan? (the Oifer) 1:o cause the side of
de,sii'c to fiteont yDna'tiqe oxier " Vo ,,uoh Members desiring to accept the Offer
the CompaiW(l#.p'''^ 9'^'^'''g2-|-inn nil to the other Mcmber.s (such
(the SqlUa) iilfdi ?he uLlriidnK Mjim^ a written notification (the
Membei-ii no't duqi'FUig tQ f^ccept the QIP b. ^-'-Mand other terms on which the hellers am
(QffenH.gtiR4').%dting forth the pu(4||^
32
tc, soli Iho Company (aftei; payment and satisfaction of any ontstancling debts and
to
impleiTiopI: fv Rp|6 puvsuapt to this Sebtjiip,LLh..J..
siidr ex
SI1ESS=S
iiiiii|s=ES^
?Hliiii|^
SEES! thS*#.. RiEbtaB Me|4 *'"
Monibevsltip ynirt) of N Sellei's (an4 fbpn: Affiliates),

Meinbei'a fail to exorcise their right of fn.st offer provided
tyji.S If the Remaining
in this Section UE. (or îve been decipecl to so fnl), or if the Reraai ni ng Members exercise their
their nominees defavilt in consummanng
right of first offev'.but tbfn the Roraaptlpg Membeis or ' ise or such defavill
,o tlB, &rn period of one ), ^7 " 7; ,ho
b,UR,pl,8Mo.nteo h
Company's oxpbnp and oi enter miq q ^ f^ 4^,, ,, ,ty at a price not less than
the Cotnpqny h^p oe Remaining Members in the Offer Notice
Ro,.in|B|!X' n,h. 1 &> 7 7 m P" IfEX :E SeorioalLU, milm, .no

aXaS|r|XE4|iEEiBi.i of bro. olfbr or 5S5, f, ,= Rornaininf
MembeiW,
'
33
116 4 la addition, if the Remaining Members exercise, their right of tirst oHer
provided irr S'rZSing
S ZmX tSn liSSull ' V "

remedies OTtiii'ivlijs at la^ or in equity.
?E?lirfc((SI);sE:r;SSE:s:E^
lylemDeisnip pfii } _
with the Qlosi'nfj: tV['the sple by Harris ovlcled

^nist (PIT) released, simultaneously
ofîls by PI'I' in favor of Eagle.Banlc and to provide lo

any liability unrjpr a.ny guaranty pr" ' " iaic lo cause sucli release to occur.
EaglcBaiik sirph alternate guarantor(?) fisis appropi
iisfp^5SssH?
proceeds as tê ici>ult of the death f Members Membership U.nits will be paid m cash
Mmbe,BliiplJ,,ip. lh ,.v,rctee Ee Z bEo. ot pPl>a P*.e.
at closing to thpipftent of the procee4^ note with the same terms as the Note described
l5)pl iwbcmbnl wJll the emotm. tl.e hncle. tl Note

to be paidiit ipsfi'tjian fiye (5) year
back of {moll oprlifioate as follows; :

isenled by this Certificate is subject to
an Amended
SiSiSihiSH=
UipRfprlh of thp ..
pfoVihiRlIf conn
esented by this Certificate has not been registered under
Thp Mppiberi^p ^ (the Act), - or.under
under the securities
securuies laws of
iawB,^h
34
vhedwcl, hypoffpeatecl, sold, oy othei'vviae tLansferred in the absence of an effective
3'CP|Rtvati4 statement for the Membership Unit under the Act and any appbcablc
st^ debilities Uws or aasurapp satisfactory to hie Company that such registration
is not.bqtlired,-
14,B !v[jscellnneons.
i I 0 j Anv transferee of a Membership Unit who does not become a Member and
desires to ilrr# 'Transfer such Membership Unit sliall be subject to
reciuirempnts of this A.gVeement to the same extent and in the same manne as a Mtmbei, b it sha
nn! he piititlediJb' the benefit of any provision allowing the Transfer of Memhoisliip Units to
Peinittod Tipnfife:ees or to the henelit iâny provision ipianting any bendit to a Member in excess
of the hciiotllii ficp'uing to an assignee inpccorclance with the Act,
t1,9.2 Upon the Transfer pf any Membership Units,, the Direclons shall create and
dopument in a form similar to that o.f ExinbU A that shall .set forth the imme
thereaftei maiiTtain a ' ,^ 1 lyfembership Unit ownership of each
address class pf Membership Unit, paphal Acoount
Member. 'Suefe'locnmept shall be fife,cl ip the records of the Company,
11,9,3 In making any ejeferminationpursuant to this Article

. . 11, a determination by
the Board of Pirpsttors shall require feo approval of both oftheRecimsiteDircclor-s,
12 ARTfChfeiPf? - UISSOLUTrOI| AND TERMINATION

vdthdmwal. Exoepl qs otherwise provided in this Agreement, no Member shall at
12.1
any time he npSt^^wifhdrawôr clisassociate itself from the Company or ^rj^raw any
^ , n .Mil- nF itfeT'qip+.ii Account Any Member withclrawing m contravention oi this Section
hibor win i 4 f =h wi,l*wal, in fcfanl.nncl., thi,, tom d .pto
any losses" )ses, jlKlgments; fspes. settlements or damages
CcLpapy pr nn^4hch offer Membeiferising out of or resulting from such withdiawa .
T2.-3 Iî^sohlti-pth
T re Company shdll no the dis,solved as .s et forth in tho Act, unless and nnlil
one of the follovv.iirg occurs;
1|.2,1,1 A Mfeoi'i'-y Interest of the .Members and the Board of

of both of the Requisite Directors) consent m writing
Director.s (whiff .shall rliquire the approval
to tire dissplutlqi] of th pompany; or
A fferee of judicial dissolution declared or a certificate
12,2.1.2
for admlnfelpptiyp dissolution i.s i'.s.suctj under the Act,
13 2 2 U pon dissolution oifthe Company, the business and affairs of the Company
Shall tevm!-ffff|)rf '
35
Aviicle 12 providpd howevav, that if Ute pause of dissolution is a cancellation of the Company by
Uevwase pmsuant 1 i the Act, the Boa.d of Dhectors may talcs such act,on as h
determines peeesspiy to reinstate thfl Company,
n7 3 Dissolution of the Company shall be effective as of fee date of the
occur,-enoo aivliSise tp the dissolutjop, but the Company shall not tenniimte until there has been
a winding tfp of fhe Cqhtpanys business-and affairs, and 'the assets of the Company have been
distributed pfCjYided -jn Section 12;4,
13 2,4 Upon dissolution pf the Company, any part or all of the_ assets of the
Company Tnay?0 sold n such manner 45, the Board of Director shall determine .n an dfo,- 0
olito Z tosl M oes fql =cl, aelS| Awided, howeva, thal te Co,py m.y d^tr.b.itc
of the Compniry 11 kindto the Memhe,vs to the extent practicable.
| 2 3 eBrti-ficate_olLCmLceli|tion. The winding up of the Company shall be cojnplet.
when all clehts'liSnRIes and obUg|tions of the Company have been paid and dischaiged 0
reasonably aioduU provision therefore iras been made, and all of the remaiiuag pioixity and
assets of the Cemmat^y ve been disttifbuted to the Members. Upon the completmn of winding up
S?the cLinptuiyll ciSjkcate of CaJiLellation shall be filed with the Virginia State Corporation
Cpmmiasiph, .
1 Dissolution. In settling accounts after dissolution, the
32,4 Distribution of AssetsJifo I,
assets of the Cppjpany sfall be paid ip tha following order;
i3i4.3 First, to the crpjtijtovs of the Company , in the order of priority as provided
by la w.
Distributable Cosh i.s distributed in
3.2,4,3 fifipond, p) the Members in the same mannei as
.1 ^ -I \ t
Section 10.1;
12 Di,smbutionsjnKLnd, ;(f any assets of the Company are distributed in kind, such
assets shall be Suributed to the Me.rpbers entitled thei.'cto as tenants-m-common in the same
mSl^rîmsltlMeniiicrs would liftYcheen entitled to ci^h dislri^trons Usuch property had
be.cn sold -fQ!' cash and'the net proceeds -thereof distributed to the Mcmbeis , In the event that
di'-tribu-tiom In-Jind me made to the .Ifeinbers upon dissolution and liquidation of the Company,
the Capital AW-Mt balapces of sucir'Iêinbers shall be adjusted to reflect the^Membeis a loc* ^
mplla. ha-4 leAtlted if-the distributed property had been sold at its lau
-market valup, ' -
13 ARTICf.p - MISCELLANEOUS PROVISIONS

. (1 '
I?,!
Il'l 1 Any notice or dppiqnd which any party is required or de.sires to give to any
t to hf s Agreemc4w! deemed to be properly given or serve only rfgwe
oilier partyptit'sr |l to the partfitp.'whom sent at such party s address 01 elect) onu. mail
in wi'itjng- tpifl .fjijilressq
36
address as it appears o, ômpa^yê^cls or ^^
Compatry or tiio Membors, Srich not oos and c , j,
sooner receivecl, 'Q) upon ^Js!,corii'ier against written receipt, (ii) npon receipt by
:ssx SI-
effective vntit ^4ially received by the party to whom sent,
,c,... *.....
Members shall have the right from time to time, and at any time dnrmg
;j,;i;j,.2 The'Membeis span ... I ,,,desses by delivering to the other parbes
of this
the term - ' " Agreement, to change fhoii' respective
i'.ten notice of .sflch change.
and to the CQfppjfpy w.ri
; Member shall be made at the address at which
|c]4.3 All distribntiops to any
writing by any snoii Member,
notices are jiept bnless otherwise spepifiet] in
13,2
-i-x's \ As nev the terms of tire license agreement between the Compaiiy and each
sîs.4rs:4;" i4:4.Soo..o..
the CompUy f ^11 nqf be considere^ a distribution for tax purposes,
to
'i.gbt to maintain any action for partition
13,,3. Nq Action.
. No Mempev shah have any
with respect to tl|e''property of the Cqtppany,
both IBB, Harris fj'pd Mp,
13 4.1 Any amendment that is properly authorized ^ ScSrunonlhe

' / .1 irÛ/Kx/thp rbief Executive OlTicer, and shall be effective iiponinc
Agreement may be, executed solely ^ Sftcer, wtthont requiring tiie execution thereof by any
5siS;SSL.;4b.!i iiie wi't

1X b; f-'nverniim 'Law. This Agmenient shall be governed by, construed and enlbrced in
' u'hhirTvwii of the State of Delaware without regard to conflicts o.t laws pimcip w,
accordance w.tth t]te lav^b of he Agreement may only bo brought m the
Any suit involvip any dispute o.i mat, et A - S , . ^ applicable Slate Court sitting
37
].3.6 entire
amenciod from time to frme m hereof mul supersedes all prior or
mpresentutious. aud uuderstaadin.s, whether wrrtten or
contem
oral, ofthe i^ with yespect to the subject matter hereot.
f3,7 ^y-aivel. No consent or waiver, express obligations

breach or ctefeutifry a consent or waiver to or of any other
under tfris Agl:P?|pt>rrt shall be " 2^,, Member of the same or any other obligations
breach or defavilf in the Pf ^ on the part.of any Member to complain of
of such other h^mber tjnder ^rs or to declare any of the other Members in
SU continues, shail not constitute a waiver by such
Member of iris ,6r her rights hereunder,

f3.S m^^hcat
Person or circvimstance' shall be inve lid circumstances shall not be
S n.2 >'
by law,
transferability set forth in this
the undersigned
Srfmeiv '-S'''
f..,Km.pcia, upl..,b.00''VSSn7;77;St7
:7;:7ls7'| 7 r7S. 2*rube, ,foif.pp.op,ia.. p-n^p,
used,
included solely for convenience of reference and if there is
1341 fiHEiiemS; Captions are ' of this Agreement, the text shall control.
any conflict befwp^ captions and the text
sed or implied, is
creditor of any
70 p7*" ''
executed m multiple corpiteipai U, p ,| , . j | counterpart instrument, lixeoultd

all of Whieh alcpn detaled and afhxcd to asinglocounto^^
signature ppgeif p any f ^^^cuted signature pages affixed thereto
38
AEveement subiTaUted by the ignature on a coamterpavt signature page o
Requisite Divecto'S, shqll be deemed Ih ^ ^ coimterpart pages shall be read as though one and
Ibis ABi-eemouttb-^- iffect as if all of the parlies had executed a single signahire
they shall hays the sainp force and t.flpct as u oi
page,
m Section 13,5 tq any oLr rights or remedies available to it, to

action, such party shall p,.ties the rcLonable costs and expenses mciirred m the
e;:i;SSSg:;â5S?Sp-ecutionofsu^^^
to, reasonable nifqmeyli fees and related costs.
13.15
irreparable damagp wopld be done tq pg^^Care has been taken to provide fair and
shouldbringantiptionipcovrrtto disspl^j heCffl^p terminated for any reason.
just payment,s tq a Menrber whose le ^ nvovisions under this Agreement as his or her sole
Accordingly; eaph of thP iôqoLship .vith the Compairy Each party hereby viaives
entitlement pptqilirmaUpn of his oi or dissolution to seek the appointment by a comt
.nc,ces WgW>,. * . Aply otfl-e Co.np.ny,
of a liquidator lEf the Company, or tp
Conpany and ^Wp other Mernbeis ^ ^ -^ ôt j,., violation of any Anti- rcvron.sm
its knowledge, djlitctly qwns j as defined below), or (iii) is not and wil
Law (as def pod liplow). n) --5,^^^^ ! ::Xsantion or dealing with aiAPmh^^
not knowingly (q)condnp any of funds, goods or .services to oi fm
Penson, inoludiprilie in or otherwise engage in any transaction ijlatmg
the benefit of anf Prolnhited Person, fb Order No, 13224 as defined
L, any property | interests evades or avords. or has the
below); or. (e) 0n|?ige m or conspue tp eng 8 ^ . .j etpe prohibitions .set forth m
purpose or intenfpf evading or ayouling. 01 atte ^
W Anti-Torrorlsp Laty, A. rrsed 1^ f j Order No. 13224 and the USA
relating to terrciligm or *! .pê Order No 13224 is defined as the Executive Order-
Patriot Act (as cie.fined bplow); p) ^ g tyniber 24 2001, relating to '''Blocking Property
No. 13224 Oh TCrtoristlfinarmi^ elgiyeS^^^^^;;;^^^ P, Commit, or Support
and Prohibiting ^ ransa6tion,s With B oerson or entity that is listed mtho Annex
Terrorism,; (3) 'Prohibited Person |a d rinod 13224; (B) an entity that is
to, or is Qthcijy/i4ii subject to tlie provisions of, a person or entity owned or
listed in the Alin to, f ''^SmfS miypei'soB oi'Executive Order No. 10224; (C)a pemon
GO nlTolipd by, Pi: .^.p^ng ft dealing or otherwise engaging m any transachon
Of
T '
39
=SSSiri= s
TetTOtism Apt of,2001 (Public Law |07-.56),
zrs.:^
-in,-IRf-r:nvvtic.^ I.aw ReprestMatian^WmMtLt^
fAl Each MeATiber (pfrei' Aan an employee or service provider Utujj
pmsuarrt to a rSfe a CornpS i-utive plan) represents and warrants to the
Company and the other jvlembers as foilpyva;

(it It has sticli knowledge and experience in financial and business
nmlters that it is oapaM.e of evaluating the nrerrts and risks of the mveshnent uwolved ur the
purchase of an iptprest m the Compm|y- atrd it has so evaluated this purchase.
(ii) It i,s awqre that this investment is speculative and represents a

snb.stantial risk of loss.
It is able to bear the economic risk of this investment.
I .
(ii!)
(iv) In comiection with the purchase of Us interest f,
Interest pursuanLitp the requnements-of the hccuuties /rci or r

applicable state securities laws.
It unclovstand,s that its interest is not registered under the Secuvhies
(v) not be'transferred, assigned or otherwise disposed ox unless its
Act or any stgtp securities and may is available.
interest is so registered or unless an ejxepaption from registration
t
Eiich Member agrees as follows:

(B)
is not under any obligation to register any interest
(i) The Company
under the Seourit es Act or any stsite socurities laws.
will not be required to supply any Member or other
(ii) The Corhpany Member to make a casual sale of it.s interest
state securities law.
n-u-h Member shall indemnify and hold harmless the Company and the
(C)
representtelpPS. Wvrantics or agreemeptf mt toilh m tin. Septionte_i._
40
I'SIGMATLlIlliS ON FOIXOWING PAGES]
41
IN WITNliSS V/HEWr.OP, the ppclersigned, being all of the Members of UBER
LLC h.ed tMs kgreernent to be d.ly adopted by the Company,
first Witten tlbo'Vp, mtcj-clo hereby assiirne and agree to be bound by and to pejfoim all ofthe
terms tipd prpviliipns sef forth in this Êfoement.
IZ BEST BRO, LLC, as snccessor-in-mtercst to
RW HOLDINGS, LLC
Raymond Rahbav, CEO

10110 Medra Drive
Great Falls. VA 22066
Ray mond .Rahbar@gm ail .eom
IN WlTNE>^t? WfTfREOF, the ipide ___r'Signed, behig all of the Membeia of UBER OFFICES
LLC, have 'causcict this Agreement to ' duly adopted by the Company, effective as of the date
be
first wfittcn abpVtt, and do hereby asstgno and agree to Ije boimd by and to peifonn all of the
terms and provisjqns set forth in this Agpeement.
CURRENT YIELD WITH PARTICIPATION

FUND I, LLC
By: CYPF Manager, 1,1,C, its lanager
By,
Ethan Assal, Manager
9916 Logan Drive
Potomao, Maryland 2.08S4
Blhan@VeiaSolve,com
'3'
m wnwas,") wHBmoF. <i
fenns and provisions set I'ortli mthis Agieem
best INBESTUHMENT, EEC
';>
By._.
1536'''l<t.-B-coU Sixeet
Amngton, Virginia 22209
Christopher. Jvmior@gmail .com
all of the. Members ofUBER OFl'lCES
TN wrt'NESS WHE'REOI, the undersigned, being effective as of the date first
m all of the terms and
provisions set forth in this Agicement.
MB:e UO PARTflERS, TXC
ifr-
By:
,T. Zachery Wade
Aiithori/.ed Member
3050 K Street, NW, Suite 125
Washington, D,C, 20007
zvvade.@mrpi'ealty .com
terms fiirfi'pfov'sions set forth ui th'js Agieomen
I-IAimiS TJO INVESTORS, LLG,

a Maryland limited liability company
By, Harris Drive Trust, its Manager
.L^XOC.
By;
Naine; Kathlecir A, McCallum
Title; Trustee
OFFICES L!-.C
ME'MBERS|-nF unit Ci'.ASS ADDENDUM
' CI.ASEi A membership UNITS
anc) limilatipnj?!
1> Election of Dii'.egLoig.
in accordance with the provisions
Tho Clfls? A Mexpbcrship Units will vote for Directors ni
A Membcfship Unit shall have one (1) vote.
of Section ^ .2. Class
2, pisiiibulions,
.,s:;sc:=klp;s^
UIHER OFFICES I,LC
MEMBERSl-HP UNIT CLASS ADDENDUM
CLASSR MEMBERSHIP UNITS
NolwitbslaiKtiag any contary provisions of this Operating Agreement, *0 Class D
MemboSbip Units are entitled to the following rights and are subject to the following obligations
and limitations:
1. Voting Rights.
The Class ]3 Membership Units are nonvoting and a,s such do not have the right to vote for
the Oneratina Agreement wliere a vote or determination of the Majority of Intel est ol Uic Munoc
Class MTiqvity of I'literest is calfoci for including but not limited to any and all amendments
or a
contemplated by'Section; 13.4.
2. Distributions. ' , '

Subject to the provisions of finy other Membership Unit ^cicfonda tl^ B
Membership Units shall receive clistributipn.s in accordance with the provisions of Section . .
3. Option to Piu'cbase MsjTiberghipJJnits.

With ro,spppt to the Class B Membership Units owned by a Member that Member does iml
Membership Ufiifd that ap not Class Ij Memher.slnp Umt.s.

EXHiBrr A
TO THE
OPER ATING A GRE'EMENT
OF
HRER OFFICES FIX'
a Vivgiiiis limited liability company
THlil MEMBERS
Initial Capital Contribution Membership Units

Name o f Members
$334,048.09 6,185 Class A__
Jz Best Bi'O, l.,.LC____
Clun-ent Yield With $10,000 300 Class A
Pavticipatlon Fund I, I.LC
23est Inbestuh.ment, I,.T.,Cl_ $75,000 500 Class A
MRP UP Partners^ I.,LCr~^' $2,700,000 2,200 Class A
Irlanis liO Investors, LI,C $1,000,000.00 815 Class A
TOTAL $4,119,049.09 10,000

Membership Unit.s
EXHIBIT 4
VIRGINIA:
IN THE CIRCUIT COURT FOR FAIRFAX COUNTY
MRP UO PARITMERS, LLC, MaL, )

)
Plaintiffs, )
)
) Case No, 2016-11747
V.
)
RAYMOND RAPIBAR, JR., et al, )
)
Defendants. )
AFFIDAVIT OF BRUNO VEGA
I, BRUNO VEGA, before the below named officer duly authorized to administer oaths,
do hereby swear and atte,st to the following;

I am over 18 years of age and have personal knowledge ot the facts set forth in
1,
this affidavit.
2. I am a Construction Manager with the project management firm JFW, ,Inc. My

office is located at 18310 Montgomery Village Ave,, Suite 240, Gaitheitsburg, MD 20879, 1
November
previously served as the Senior Construction Manager for MakcOffice.s, LLC from
201.6 through November 2016,

In my role as Senior Construction Manager for MakeOfTices, 1 was responsible
3,
for interviewing and recruiting genei'al contractors for build-outs of MakeDffices locations;
reviewing and selecting bid packages; reviewing invoices submitted by design pro.fessionnls,
contractors. subcontractors and suppliers; assisting with the preparation and submission of
to company landloi'ds; and overseeing all aspects of the design and
reimbursement packages
o.,iWc,io ,.f compa,., bpilcl-ou.a, I wo.-Kad clhea.l, with MahaOff,ca ch.af ,l wt.ata
development officer, Reid Fetters, and the Companys CEO, Raymond Rahbar.
During tlm time 1 was employed by MakeOffices, Mr. Rahbar and Mr. Fetters
4,
caused the Company to inflate company build-out costs and submit falsified tenant
siphon off funds paid by landlords as part of tenant
reimbursement packages in order to
improvement budgets for MakeOffices locations Mr. Rahbar used a shell entity known as
Majestic Construction LLC, which he and his parents formed in 2007, to pose as the
American
akeOffices build-out ])roject8 and to acquire project m aterials, including
general contractor for M
Mr. Rahbar and Mr. Fetters
glass, carpet, lighting, and other furniture, fixtures, and equipment
reflecting amounts that American Majestic had supposedly paid to
prepared falsified invoices
exceeded the actual amounts billed by those vendors and
vendors and suppliers, but which far
Majestic. Mr. Rahbar and Mr. Fetters also prepared ialsified
suppliers and paid by American
BB&T wire transfer confirmations to demonstrate that American Majestic had paid the
. Rahbar had his mother sign falsified lien waivei s on

fabricated supplier invoices. Finally, Mi
had reimbursed American Majestic in
behalf of American Majestic atte.sting that MakeOliice.s
, Each of Uie falsified documents described above were
full for all amounts it paid to suppliers
submitted to landlords as part of tenant reimbursement packages.
In early 2016, Mr. Rahbar created the entity Raezer Construction, Inc. to assume
5.
the role previously held by American Majestic.

ployed by MakeOffices alone, the scheme described
6. In the year that I was em
ket hundreds of thousands of dollars in
above in Paragraph 4 allowed Mr. Rahbar to poo
improvement budgets tor MakeOffice.s
additional funds paid by landlords as part of tenant
locations.
2
7. The foregoing .statements are true and correct,
Bruno''Vega
M0NTOeM-EiVY-e6tfNTY )
) ss;
STATIYUTM ARY'ITAN D )
P-'? (lay of November, 2016.

SUBSCRIBED AND SWORN fO before me this
NotaiV PubUe
'M
EHIKA CAMACHO
My Commission Expire.s K|ATflHV Plini lO nlSTRICT OF COLUMBIA
My Commission Fxpiies August 31,2010
3
EXHIBIT 5
VIRGINIA:
MRP UO PARlNERS, LLC, et al, )

)
Plaintiffs, )
)
) Case No, 2016-11747
V.
)
RAYMOND RAHBAR, JR., et al, )
)
Defendants. )
afftraVIT of VICKI GIVENS
I, Vicki Givens, before the below named officer duly authorized to administer oaths, do
hereby swear and attest to the following:
1, I am over 18 years of age and have personal knowledge of the facts set forth in
this affidavit.
2. I am a Vice President and Platform Development Manager for Online Banking at

Branch Banking and Trust Company (BB&T). I have been employed at BB&T for twenty-
four (24) yeai's.
3. In my role a.s a Platform Development Manager at BB&T, 1 am responsible for
the Small Business Online Banking and Alerts Platform.s. .
4. In response to a subpoena, I was asked to review two documents that appear to be
email alerts from BB&T notifying a BB&T customer of ACH transactions initiated through their
BB&T Small Business Online account. The puipoited BB&'f email alerts are attached as
Exhibits A and B, After inspecting these documents, 1 have concluded that neither Exhibit A nor
Exhibit B are authentic email alerts from BB&T.

5, BB&Ts standard email alert template for ACH transactions initiated thi'ough a
Small Business Online account includes (i) the identity of the funding account (by account name
and by the last four digits of the customers account number), (ii) the date of the transaction, (m)
the identity of the recipient (by name), and (iv) the amount of the transaction, The template also
includes certain BB&T contact information and disclosures. Exhibits A and B reflect some of
the above information, but for the reasons specified below, I have determined that these email
alerts were not generated by BB&T.
6. Exhibit A purports to reflect that on April 18,2016, an ACH transaction was
initiated through a BB&T Small Business Online account ending in 6081 to a recipient named
American Majestic Const in the amount of $235,082.00. However, as stated in Section V.J of
BB&Ts Small Business Online Services Agreement, a copy of which is attached hereto as
Exhibit C, [t]he maximum aggregate amount of ACH entries [an accoiintholder] may initiate in
i.;
any rolling three (3) Business Days is the lesser of [its] collected and available balance or
$75,000.00, BB&Ts Small Business Online banking platform would not have allowed an
ACH transaction to be initiated for $235,082.00, and thus I am sure that Exhibit A is not a
genuine BB&T email alert.
7. In addition, the customer account names appearing on Exhibit A are inconsistent,
While the account name dJO One North State LLC appears in the upper right hand corner, the
account name MakeOffices LLC appears below within the colored banner as the entity that
initiated the ACH transaction, A genuine BB&T email alert would automatically display the
same account name in both locations. Moreover, BB&Is trademark is missing aftei the
words BB&T Small Business Online, and the phrase (Action Required) is missing after the
words ACH Payment Requested. For these reasons, as well ns others, I am sure that Exhibit A
is not a genuine BB&T email alert.
2
8. Exhibit B purports to reflect that on May 20, 2016, an ACH transaction was
initiated tluougli a BB&T Small Business Online account ending in 6081 to a recipient named
Raezer Construction LLC in the amount of $711,537.40. However, as stated in Section V.J of
BB&Ts Small Business Online Services Agreement, a copy of which is attached hereto as
Exhibit C, [t]he maximum aggregate amoimt of ACH entries [an accountholder] may initiate m
i
any rolling three (3) Business Days is the lesser of [its] collected and available balance or
$75,000.00. BB&Ts Small Business Online banlting platibim would not have allowed an
ACH transaction to be initiated for $711,537.40, and thus I am sure that Exhibit B is not a
genuine BB&T email alert.

In addition, the customer account names appearing on Exhibit B are inconsistent.
9.
While the account name MO 1015 15" Street, LLC appears in the upper right hand corner, the
account name MakeOffices LLC appears below within the colored banner as the entity that
initiated the ACH transaction. A genuine BB&T email alert would automatically display the
same account name in both locations. Moreover, BB&Ts trademark is missing after the
.xis BB&T Small Bu.siness Online, and the phrase (Action Required) is missing after the
woi
words ACH Payment Requested. For these reasons, as well as others, I am sure that Exhibit B
is not a genuine BB&T email alert.
10. The foregoing statements ai'e true and correct.
Vicki Givens /
3
RALEIGH )
) ss:
STATE OF NORTH CAROLINA )
SUBSCRIBED AND SWORN TO before me this day of January, 2017.
^ i MAY
My Commission Expires '{S\G^ \3-lcSA n 13
: 20_Q. 5
4
EXHIBIT A
PROTECTION'
Name: UO One North State LLG
Art Update on Your Online Profile
This is an automated message

. Please do not reply directly to this email.
}' ihM Si
mi
Account; ending in 6081
Scheduled Date: 04/18/2016
Recipient; AMERiCAN MAJESTiC CONST
Payment Amount; $235,082.00
Please contact us immediately if you did not authorize this
Your ACn payment request is in process.
payment from your BB&T Small Business Online account.
account, please send us a .secure message or call 88t5-

If you have any questions about this message or your
BBT-ONLINE
of security-related account activities, such a s changes to your personal
To help prevent fraud, BB&T notifies you
information or unusual account activity.
to Alerts History from Edit or
TO confirm this email alert is from BB&T, log on to your online account and go
Acid Alerts.
SSJSSSES S Ae i" ...

Contact BB&T about this message would like to contact BB&T, send us a secure message or
Please do not reply to this automated message. It you
call 888-B8T~ONLINE L88:;'S.?L::yi.fy
B8&'l protects your personal information Plese do noi.,

tournTnClLToSS^^^ numbers, Soda, Security numbers or any other private data
Privacy/Information Protection leading-edge technology. Learn how BB&T

protect yourself. Visit our Privacy &
Security and Security Central sections on BBt.com.
1
EXHIBIT
@ PROT&tlON'
Name: IVIO 1015 15th Street, LLC
An Update on Your Online Profile
This is an automated message. Please do not reply directly to this email.

;^v;ay,T,.v:
u pi
ilg l liHilisSiaiis As'Ay.-.':
Account; ending in 6081

Scheduled Date: 05/20/2016
Recipient: RAEZER CONSTRUCTION LLC
Payment Amount: $711,537.40
immediately if you did not authorize this
Your ACH payment request is in process. Please contact us
payment from your BB&T Small Business Online account.
about this message or your account, please send us a secure message or call 888-
If you have any questions
BBT-ONLINE (888-228-6654).
To help prevent fraud, BB&T notifies you of security-related account activities, such as changes to your personal
information or unusual account activity.
online account and go to Alerts History from Edit or
To confirm this email alert is from BB&T, log on to your
Add Alerts.
SS'SiSiiSS" ,o .u,. ,our .,e3 deli.3d ,o ,o, ...x
Contact BB&T about this message

would like to contact BB&T, send us a secure message or
Please do not reply to this automated message. If you
call 888-BBT-ONLINE (fi8J.:?,2.8JifiK..4-)-
Lnsitive account information including account numbers, Social Security numbeis oi any othei piivate data.
CrdKclx yodr in.d.,io., .,M=.didd-ed,.

protects your personal information and get information on how you can piotect yourself. Visit oui Privacy &
Security and Security Central sections on BBT.com.
Branch Banking and Trust Company; Member FDIC. Mr-ovmi

BB&T 200 West Second xStreet, PO Box 1250, Winston Salem, NO 27101-1250.
Copyright 2016, Branch Banking and Trust Company. All rights reserved.
.1
EXHIBIT C
Small BusiiiKSs Online Banking Terms and Conditions
1/5/2017
Agreement (the "Agreement") governs your use of the Small

This BB&T Small Business Online Services
Business Online Service (the Servicefs)), By subscribing to the Service or using the Service, you agree to
the terms of this Agreement. Please read this Agreement carefully and print a copy.
Effective October 26, 2014
A. Small Business Online Description

Small Business Online is a suite of electronic banking services available to business entities, such as
corporations, partnerships, limited liability companies and sole proprietors, which enable you to
business accounts (the Service(s)). You may also elect to access
conduct financial transactions on your
Accounts to perform certain type of transactions.
eligible Consumer Accounts linked to eligible Business
You must maintain at least one eligible Business Account to use the Service.
B. Access to the Service

You may use an electronic device to access the Service via our Small Business Online internet
application or via Personal Financial Management Software, which you must purchase from the
software manufacturer or a retailer of your choice. Your use of the Personal Financial Management
governed by the Software License Agreements included with each software application.
software is
Customer Service within Small Business Online to view the Personal Financial
Please refer to
Management software we support. You are responsible for the selection, installation, maintenance,
operation and security of your computer and any softwaie.
The following definitions apply in this Agreement.

Account(s) refers to your eligible cheeking, savings, money market, loan, line of crerlit, credit card,
prepaid card account or mortgage account you have with BB&T. Some ol your accounts may not be
eligible for certain transactions using the Service.

1/31
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Business Online Banking Terms and Condilions
Small
1/5/2017
account agreement, such as the Bank Services Agreement (for
Account Agreement(s) means any
Agreement (for Business Accounts), or other
Consumer Accounts) and the Commercial Bank Services
other relationship you have \with us.
applicable agreement relating to a deposit account, loan or
funds transfer system governed by the NACHA Rules which
ACH or Automated Clearing House means a
ic entries for participating financial institutions,
provides for the interbank clearing of electronic
, another person that directly or indirectly owns or controls
Affiliate means, with respect to any person
, or is under common ownership or control with such
such person, is owned or controlled by such person
senior executive officers, directors, executives.
; and the term also includes each of such persons
person
managers, members or partnei s.
quirement imposed by any federal, state, local or othei
Applicable Law means, as to any person, a re
determination, order.
n by d Office o, bc eign Asce.s Control (OFAC, an the Bnnncn
Enforcement Network (FinCEN), The term also includes the NACHA Rules, as e m
. ^ , cwn-imde "soft token" or Other "virtual" version of a security device or
Authentication Token means, (i) a code, , o o. cnH pithpr or both of
other hardware key or physical security device; and either or both
measure; or (ii) a "hard token ot
the device used to access a Service
the foregoing may be used to authenticate and authorize a user or
may not be used in connection with a Password,
and to conduct transactions, and may or
and Trust Company and its depository institution Affiliates,
BB&T refers to Branch Banking
the internet application through which you may access the Small
BB&T Small Business Online means
Business Online Service,
sole proprietor, corporation, limited liability
Business Account means an Account established by a
company or partnership for a business purpose,
Day(s) means Monday throagh Friday, except Federal Reserve holidays
Business
company means any entlly enrolling in or using,he Service, such as a corporation, partnership, limited
liability company and sole proprietor.

payment will be delivered to the Recipient.
Deliver By Date refers to the date on which your
access rights to use the
Administrator means an individual designated by you who has the same
Services as you.
individual for a personal, family or household
Consumer Account means an Account established by an
purpose.
which an ACH debit or credit entry posts to your Account.
Effective Entry Date means the date on
2/31
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hUps;//www.bbL
Small Business Online Bankino Terms and Condilions
1/5/2017
the Operating Rules, Operating Guidelines and any Other official publications in the
NACHA Rules means
md the like, published by the National Automated Clearing
nature of rules, regulations, guidelines a
the "ACH Rules," as amended from time to time.
House Association, and also known as
User IDs, personal identification numbers ("PINs"),
Password means any of the confidential, unique
combinations of letters and numbers or other
codes, marks, signs, public keys, letters, numbers
formation composed of a string of characters and used as a means of accessing a Service,
in
authenticatingthe use of a Service or conducting any transaction through the Service. A Passwoid
may not be used in conjunction with an Authentication Token.

or
with a valid five digit US Postal
business, merchant, professional or person
Recipient refers to any
services provided on your behalf,
bill or invoice for services, or
Service ZIP code address that generates a
or any individual.
which the Recipient will credit your payment,
Recipient Account refers to the account to
information about a Recipient that is sed to properly direct payment

Recipient Information refers to
identify the correct Recipient Account.
to the Recipient and permit the Recipient to
refers to the date on which your payment will be delivered to the Recipient
Payment Delivery Date
ion of the following software through which
Personal Financial Management Software means the version
the Service: QuickBooks Quicken,
you may access
authentication measures or procedures you must use to access the
Security Keys means one or more
password, authentication questions, Authentication
Service, including but not limited to, User ID,
Tokens or codes and dual authorization procedures.
which a payment is sent to the Recipient,
Send on Date refers to the Business Day on
all of BB&T Small Business Online Services, described in this
Service(s) refers to collectively, any or
Account and transaction information, transfer
Agreement, which allows you to electronically access
funds, originate transactions and pay bills on an electronic device.
have designated to be charged for all applicable fees
Service Charge Account means the Account you
if not designated through the enrollment process, your
and charges associated with the Services, or i
primary account.
the software license agreements governing your use of the
Software License Agreement(s) means
Personal Financial Management software.
who has been authorized to access the Service,
User means an individual other than an Administrator
which the funds are withdrawn from your Account for a
Withdrawal Date refers to the Business Day on
scheduled bill payment.
or assignee that BB&I
refer to BB&T and any agent, independent contractor, designee
We, us or our
in its sole discretion, involve in the provision of the Service.
may, in ... 3/31
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Online Bonking Terms ond Condilions
Small Business
1/5/2017
Wlvidual. corporations, partnerships, iimitec, liability contpanies and sole
ietorships subscribing to or using the Service.
using the Service(s), such as User IDs,

You must use a combination of security measures when codes and other security
passwords, authentication questions, Authentication Tokens or
to use to access the
procedures or
--""--"^':::::i:::::!:";a:,ure.o^
or the loss,
security measures are fraudulent use of any Security Keys could cause you to incur
theft, disclosure or unauthorized or
pressly provided in this Agreement, you
monetary or other losses or damages. Unless otherwise ey
such loss, theft, disclosure or
all risks such potential losses or damages, whether any
assume caused by your negligence,
uthorized or fraudulent use was a ccidental or inadvertent, was
una and who has exceeded thcit
have authorized to access the Service
was caused by someone you
. While a listing of security measures isIS informative, it does
authority or was due to other causes how to protect your identity, visit
. For more information on
not carry or imply a guarantee.
S,ecurityXentr3l-
ID and Password Requirements

A. User
'OLI
ctrcprvirr^êdio. .ban .wice ,e,g. aaa 333 a. no. avowed,, vo.,

harassing, libelous, defamatory., 0 bscene or threatening
agree not to use any language that is abusive.
of your Account(s). If you have elected to access
User ID or any other personalization
when defining your ID and Password to access both your
will use one User
your Consumer Accounts using the Service, you
Business and Consumer Accounts.
. Authentication Questions/Authentication Tokens or Codes

B uthentication questions and
In addition to your User ID and Password, you Wlill be presented with
the Service. You will be asked to create these
prompted for responses when you initially access
nd prompted for a response at
questions and responses annually and will be using the Service. If you access
random when you access the Se^rvice an ^M ma ê ^
the Service from a computer other a hpin us to provide stronger protection
to these questions. These ^ may use, or we may require you to
ofyour accountoetify you. identity and the device you use
use, one or more types '1/31
/sbo/lefiTiu/iurms-conditions.hlntl
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Online Banking Terms and Conciitions
Small Business
1(5/2017 We reserve the right to prevent access to the
to access the Service, or to verify a specific transaction. reasons, or if we suspect fraud.
payment or transfer for security
Service and/or refuse to process any
C. Confidentiality and Security of Security Keys. ,,^5, the confidentiality

voo agree to ea.aUtied and naaintain -f "^'"^^^.l^^r.^ledures ntay inciode
and security of alf Security Keys and informa |on i information in a secure
some or alf of the following requirements, . j ysn f|,e Services; (ii) provide initial and
location Witt, access limited to only * - ^ n,ised persons; ,i,i) ensure that
ongoing ihstruchons concerning "'"i'"'', ^ ^y such authorized persohs; (iv) do hot
Security Keys are used only in a secure who is not authorized to use the Services; (v)
disclose information concerning Security Keys to anyone
otherwise be prudent; (vi)
periodically change your Security Keys as we may require or as may
terminate or restrict the right of a person to
Security Keys whenever you
deactivate, cancel or change limit authority previously given relating to a
pinv of them (e g. when you terminate an employee or
use Security Keys or information
immediatety by phone if you believe-
Service); (vii) notify us our
or is in the possession
concerning it has been lost, forgotten the extent, if any, that you have given
request, you will promptly confirm your call in \writing; and (viii) to
in writing of any changes in such
list of persons to whom you have provided Security Keys, noti y
and have a reasonable time
us a will no, be effective until we actually receive the notice
list, which changes
to act on it.
and Unauthorized Transactions
D. limitation of Liability Related to Security Keys
actual knowledge of
Except as otherwise provided in Keys to access and use
an
the Service; and (ii) may receive i
instructionsfrom any person using your
follow any records regarding the Security Keys used access any Service will be
effective as your instructions. Our absent manifest error, if an unauthorized person obta ns
deemed conclusive and binding upon you will not be liable to you or any other
service through the use of your Security Keys, we
access to any informationtoor relying
......................
person for permitting

following instructions
upon, acting on or
resulting in the loss of funds), unless you provi
loss or theft of or unauthorized access y ^ did not act in good faith. If we believe that
your security keys may

be unauthorized, we may ' transactionls), all without prior
transaction may L d refuse to effect any
block access to Services an
necessary, and we may
to reasonably cooperate with us inin the investigation and, if appropriate,
notice to you. You agree Security Keys without youi
sclosed, obtained or used any of your
prosecution of any person who has di
consent,
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Please see section XVll of this Aereement fo, important information aboot your hBhts and
responsibilities in connection with nnaothorized transfers from Consumer Accounts,
E. Computer Security
F. Transaction Authentication
ACH and Wire payments, if you have
Transaction Authentication is designed to increase security for
to BB&T Small Business Online, you will
===aE=r=ESE=:=rr==
your account through
for each user. When you
,,,er a, leas, two phone
users
a phor'ei ification proeess with one of your registered numbers before your payment can be
successfully processed.
G. Other Security Measures
transactions. There may also be security measures a

will be explained to you within Small Business Online.
A. General
ice to any business, merchant or professional with a valid
You may make payments through the Serv
bill or invome for aarviccs or cervices provided on you, behalf. We reserve the
address that generates a
particular Recipient or class of Recipient. You may also
right to refuse to allow you to designate any
friends for non-business purposes.
make payments through the Service to individuals, family or
ZIP code address, including
be made only to Recipients with a 5-digit US Postal Sei vice
Payments may
You may not make a payment of alimony, child support , taxes or other
APO/FPO addresses,
ordered payments through the service. Any user of this Service ^ shall comply
governmental fees or court-
gulations including the laws and regulations administered by the US
with all applicable laws and re
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the right to refuse to process any bill
Treasury Office of Foreign Assets Control (OFAC), We resetve
payment we reasonably believe violates applicable law or we believe is made in connection with any
unlawful transaction or activity, including without limitation, gaming, gambling, lottery or similar
activities. We will notify you if we do not process a bill payment
B. Your Recipient List

must provide sufficient information about each Recipient as we may request from time to time,^ ^ to
You
properly direct a payrrrent to that Recipient and permit the Recipient to Identify the cormct Recipient
Account to credit with yout payment. This information may include, among other criteria the
Recipient Account number. You agree that we may

address and phone number of the Recipient and your
facilitate proper handling and crediting of your
obtain information regarding your Recipient Accounts to
ch information to us. You further authorize us
payments, and you authorize your Recipients to release su
oui discretion and without notice to you. You can
to confirm and standardize a Recipient's address at
enter your Recipient Information directly on your electronic ic device. Additions, deletions and
modifications to Recipient Information ate entered directly on your electronic device and are
communicated to us the next time you logon to the Service. To, BBAT Small Business ^ J
confirmation of the change. Refer to Frequently Asked Questions for additional
will be immediate upon
information about retrieving your account data.
C. Scheduling Bill Payments

electronically schedule a payment, follow the simple instructions in Frequently Asked Questions or
To
gement Software Online Help file. Payments may range in amounts up to
the Personal Financial Mana
and applicable Account Agreements, If you would like a
$100,000.00, except as limited by Account type
written confirmation or confirmation by email of the payment information tor any paymentthatyou
BBT-online (888-228-6654), or send us a message via our
have scheduled, please call BBr&T at 888-
schedule a bill payment, you authorize us to
Electronic Message Center with your request. When you
withdraw the amou nt of your payment from your Account(s),
D. How Bill Payments are Delivered

We may remit your payments by mailing your Recipient a papei check, by electronic funds transfer or by
other means, Recipients who have a relationship established to receive electronic delivery of payments
by us will receive your payment information by a computer link. The Deliver By Date will depend on how
sent. The Deliver By Date for electronic payments is generally two (2) Business Days a er
the payment is
the Send On Date. For Recipients that are unable to receive electronic payments, we may send payments
Account, You agree that all paper drafts issued on your authorized
by a paper draft drawn on your
instructions will be the same as if actually signed by you.
il, The Deliver By Date for paper drafts is approximately
We send all checks through the United States ma
not responsible for postal delays or processing
five (5) Business Days after the Send On Date. We are
te in the Service, or may be
delays by the Recipients. Occasionally, a Recipient chooses not to participa
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unable to process payments in a timely manner. In such caseS; we may decline to make future payments
to these Recipients,
E. Processing Your Bill Payments

You will be asked to specify the Send On Date. For electronic payments, we will reduce the available
Date by the amount of the bill payment you have scheduled.
balance in your Account on the Send On
For electronic payments, the Withdrawal Date will be two (2) Business Days after the Send On Date you
specified. For bill payments in the form of paper drafts, the Withdrawal Date will be the date on which
presented for payment against the Account. If the Send On Date falls on a weekend or
the paper draft is
a Federal Reserve Holiday, your payment will be processed on the next Business Day, Although you may
schedule bill payments by usingthe Service 24-hours a day, seven (7) days a week, payments will be
withdrawn from your Account only on Business Days, subject to system availability. We may refuse to
proces.s your payment if sufficient funds, including funds available under any overdraft plan, are not
available in your Account(s).
F. 5] ame Day Bill Payments

schedule a Payment Send Date for a bill payment for the same day that you schedule the
You may
payment if we receive your instructions before 7:00 pm ET on a Business Day.
G. Future Bill Payments

You may schedule a payment for a future Business Day, up to one (1) year in advance.
H. Repeating Bill Payments

ay schedule Repeating Payments for a fixed amount on the same date every month. If the
You m
specified Deliver By Date does not exist in a certain month, the Deliver By Date will be the last Business
Day of the month. For example, if the specified Deliver By Date is for the 30th of each month, the Deliver
By Date for the month of February will be on or before the 28th of February. If the specified Send On
Date falls on a day other than a Business Day in any month, your Send On Date will be the previous
Business Day. For example, if the specified Send On Date is the 5th of each month, and August 5th is a
Saturday the Send On Date for August will be on or before August 4th, If the specified Deliver By Date
falls on a day other than a Business Day in any month, your Deliver By Date will be the previous Business
is the 15th of each month, and March 15th is a Sunday,
Day. For example, if the specified Deliver By Date
the Deliver By Date for March will be on or before March 13th.
1. Guarantee for Bill Payments

BB&T will reimburse you for any late payment tees or penalties you are charged, up to a maximum of
scheduled payment, as a result of our failure to deliver a permissible payment made to a
$50.00 per
business by the Payment Delivery Date if you meet each of the following conditions:
a. You must properly schedule the Payment Send Date to include adequate time for your payment
to be processed and delivered on or before the date the payment is due to the Recipient. This
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1/5.'2017
means that you must schedule your payments before 7:00 pm ET on a Business Day at least live
(5) Business Days prior to the date the payment Is due to the Recipient. Mortgage payments differ
from other Repeating Payments in the following manner; If your mortgage payment is due on the
first of each month with a 15-day grace period, then you must schedule the Payment Send Date
before the third (3rd) calendar day of each month or the
for your mortgage payment on or
payment guarantee will not apply.
with the correct Recipient name, address, due date, account information
b. You must provide us
and the correct payment amount.
c Your Aecountls), Including any overdraft plan, line of credit or other account established for
overdraft protection, must contain sufficient funds to complete the payment or transfer.
d. The payment must be made to a business.

the method of calculation, must be published by the
e. The late payment fee or penalty, or
Recipient prior to the date the payment is due to the Recipient.
hardware, software, telephone line and Internet Service Provider, if
f. Your electronic device's
applicable, must be functioning properly.
g. You must provide us with a copy of the statement identifying the late fee
have reserved the right to refuse to
We are not responsible for failure to deliver any payment that we
process as provided in this Agreement.
J. Stopping or Modifying Bill Payments

electronically change both the payment amount and the Send On
You may use your electronic device to
the Send On Date. You may also
Date of any scheduled Payment at anytime prior to 7:00 pm, ET on
delete uny puyment at any time prior to 7:00 pm ET oh the Send On Dale. You may also stop any
payment by calling 88a-BBT-ONLINE (888-228-6G54),,or by writing to BB&T Online Banking Support,
B White Hwy North, Whiteville, NC 28472, in time for us to receive your request three (3) or
2586 James
Days before the Send On Date, If you call, we may also require you to put your request in
more Business
within fourteen (14) days after you call. Stop payment fees may apply.
writing and send it to us
K. Reviewing Payments and Payment information

Personal Financial Management Software, Payment Information and records of
For customers using
past and future scheduled payments are stored on your electronic device. The number of records that
be stored depends on the amount of your electronic devices memory. For BB&T Small Business
can
- I and records of past and future scheduled payments are stored within
Online users, Payment Information
Refer to Frequently Asked Questions for additional information about retrieving
Small Business Online,
your payment history.
L. incomplete Bill Payments

check, and the check has not been
If we remit your payment to a Recipient by mailing your Recipient a
contact BB&T if you require assistance in researching your payment by
presented for payment, you may
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BB&T Online Banking Support, 2586 James B
calling 888-BBT-ONLINE (888-228-6654), or by writing to
White Hvvy North, Whiteville, NC 28472.
U ACH Transfer Services
A. General
the Service to initiate ACH entries only from
if you have enrolled in the Payments Service, you may use
ake credit entries to accounts of other
your Business Accounts. You may initiate instructions to us to m
oersons on your behalf through the nationwide Automated Clearing House (ACH) payment system (or in
the case of "on-us" entries to BB&T accounts, through internal processing). The most comimon examp e
of ACH credit entries are direct deposit of payroll to employees' accounts and business-to-business
payments.
B. NACHA Rules
In the event of any conflict between the NACHA
ACH transactions are governed by the MACHA Rules.
this Agreement, the NACHA Rtiles will prevail. Use of the Service requires you
Rules and any provision
ith the NACHA Rules, and you agree to do so with respect to all entries,
to understand and comply wi_..
of the NACHA Rules, which IS
not sent through the ACH system. You may obtain a copy
whether or and book subscribers may then access an online
revised quarterly, through NACHA.wg or EastPay,.oig
version at AGHRuiesOniine-JJIS-
C. Definitions
ical ACH transaction are defined as: (i) the "Receiver" (the
Under the NACHA Rules, the parties to a typi
nt); (ii) the "Originator" (you, or the person who
person who authorizes you to credit or debit its accou . .
initiates ACH entries)'(iii) the "Originating Depository Financial Institution or ODFI" (BB&T, or the bank
entries lo the ACH system); (iv) the "ACH Operator" (the central clearing aci ity tha
that transmits your
financial institutions involved); and (v)
transmits entries and performs settlement functions between the
bank which posts entries to the
Financial Institution" or "RDFI" (the Receiver's
the "Receiving Depository
Receiver's account).
The term "entry" or "entries" under the NACHA Rules means an electronlo order or request for the
mnlroflls and for purposes of this Agreement, also may refer to the data you send us from wh.o
of funds. Any otlier capitalized terms used in this section that are not defined
^ T initiate such transfers
you
S6t forth in the NACHA Rules,
herein or elsewhere in this Agreement will have the meanings
D. Securi'ty Procedures
ation to us in connection with the Service, you agree to
When transmitting entries and other inform
I acknowledge that the purpose of the security
follow all security procedures we establish. You
instructions and not to detect any errors in the content or
procedures is to verify the authenticity of your
instance may include
transmission thereof, in our discretion, ourverification procedures in any
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Small Business Online Banking Terms and Conditions
1/5/2017
contacting you or you, Administrator, and for your proteCon we naay choose no. to carry out or we may
r:ayLpln.i,; any instructions if we are unabie to obtain verification satisfactory to us.
mther instruction purport,ngto have been transroitted or authorized by you but wb^
Any entry oi
instruction and you will be obligated
fact was not authorized, will be deemed effective as your entry or
to us for the antoun. theteof, provided we acted in good faith and in compliance ' ô
procedures. With respect,o any entry or other instruction which was in

you will be obligated to us for the amount thereof, whether or not we complied '"V
procedures and whether or hot the entry was erroneous In any way or the error would
detected had we complied with such proceduies
E. Processing your ACH Entries

The types of ACH entries you may initiate will be limited to the ACH Standard Entry Class (SEC) codes
Lsf nrd haêd on the ACH entry types selected with the Service. Ezcep. as provided below .h respect
to on-us and teiected entries, we will: (i) process properly formatted entries conforming to the
specifications in the NACHA Rules; (ii) transmit the entries as an ODFI to any ACH Opera or wc sc ,
and (iii) settle for such entries as provided In the NACHA Rules, Refer to Section Viil regarding Fundi g
Obligations.
Except for any rejected entries as provided below, an on-us entry received for credit or debit to a
Receivers account at BB&T will be posted to that account on the date you request t e ec i
Date), provided it complies with ail the requirements of this Agreement and is received by the
apphible processing deadline, if such entry Is received after the deadline, we will use reasonable
efforts to credit or debit the Receiver's account on the next Business Day after the Bffect.ve Entry Date,
F. Processing Schedule for ACH Entries

ACH entries received within the current Business Day s published piocessing timeframes and/or before
nsmitted to the ACH Operator on the same day. You may
the final deadline of 8:00 pm ET wilt be tra
week; however, ACH entries will
submit ACH entries by using the Service 24-hours a day, seven (7) days a , r Hpnl Reserve
. aCH entries will not be processed on standard Federal Reserve
be processed only on Business Days
website FRR.Services.org to view the current
Banking Holidays. Please refer to the Federal Reserves
year's holiday schedule.
G. Errors and Ambiguities

me a nd account number, i.e,, the name and
If an entry describes the Recipient inconsistently by na
nt number do not match our records, the entry may be processed and posted based
accou
if the account belongs to a person who is not the Recipient and youi
account number you supplied, even i
the amount of the entry is not excused in such circumstances,
obligation to pay us
H. Fêversal Requests
be submitted to correct an erroneous or duplicate credit or debit
A request to reverse an ACH entry may
Account. ACH Reversals must be submitted within five (5) days
en try previously initiated to a Recipient s
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not guaranteed. ACH Reversal requests are subject to the Receiving
of the Effective Entry Date and are
You must reimburse us for any expenses, losses or
Depository Financial Institution's right of return. -such request. Refer to the
attempting to implement any
damages we may incur in implementing or
ACH Reversal, please call BB&T
NACHA Rules for specific obligations and inslruetions. To request an
Online Banking Support at SSS-BBT-ONLINE (888-228-6654).
Returned Entries, Notifications of Changes

1, Rejected Entries,
quirement of this Agreement, the NACHA
entry which does not comply with any re
We may reject any -easons;(i) your
, without limitation, for any of the following i
Rules or any Applicable Law, including the NACHA Rules, or any
and manner prescribed by the Agreement, T
failure to transmit entries of the type u inability to verify
follow all applicable security procedures, or our
related agreements; (ii) your failure to
ing the security procedures; or (ill) your failure to
the authenticity of any entries or instructions usin
(Funding Obligations). Additionally,
set forth in Section VIII
comply with any of your funding obligations _
be returned under the NACHA
we
Rules,
will have no liability to you or
, willful misconduct or criminal conduct.
rejection is caused solely by our gross negligence
We will promptly notify you via the Service of any entries TdZmcmZesZ
you fetransHflf Ip accordance wifb T iLq.g .. oo.plied wl.b

will have no obligation to retransmit a returned entry o ACH Op P
the Agreementand the NACHA Rules with respect totheoiiginalent y
will do so ifthe rejection or
correcting and resubmitting any rejected or returned entries, ekcep that we
to effect such
return was caused by our error, provided that sufficient data is available to us
resubmission.
we will promptly notify you ^Twe rlceTTaT'Tur^ >' ÔCs tbaf
Changes ("NOC," as defined in formation required by a NOC
NACHA Rules. You must correct any entry in
we refuse as provided in the I
Recipient's account or within six (6) Business
the initiation of the next such entry to the same
prior to
' receipt of the NOC information, whichever is latei.
Days ofyoui
J. Daily Caps and Thresholds

amount of ACH entries you may initiate in any rolling three (3) Business Days is
The maximum aggregate
$75,000.00. We may establish and change at y
lesser of your collected and available balance oi
the
on the dollar amount of ACH entries you may initiate, and we will
time in our discretion ACH daily caps entries that would
any other person if we reject or suspend processing any
have no liability to you or
exceed such limits.
K, Payments of Debits and Credits

Day prior to the Effective
the settlement amount of each credit entry file on the Business 1
You will pay us
Date the amount of each returned credit entry. All of the
Entry Date. We will pay you on the Settlement
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foreEOinE types of payments will be made by our crediting or debiting, as appropriate, the Accor,ntfs)
ou desTg::^ L ul'wltb ACH services. Any credits to your Account that are related to ACH Set ices wl
be subject to our normal policies concerning when deposited funds are available for withdrawal.
L. Fêpresentations and Warranties

Each time you or any person you authorize transmits an entr y to us, you represent and warrant
d agree hat^ (i) thetypes of entries transmitted are limited to those standard entry Cass codes you
rnd we hare ajeed to; each person shown as Recipient has authorized the initiation of the entry and
the crediting of its account in the amount shown and on the designated Effective Entry Date; (i such
ive and has not been revoked; (iv) you have complied with
authorization is in writing and is operative ,
(v) you have performed your obligations under
Applicable Law with respect to consumer credit entries;
make additional warranties to us, which
this Agreement in accordance with all Applicable Law, (vi) you n ArH transactions
are the same warranties that we asan ODFl make uhderthe NACHA Rules, and (y,i) a lACH ha s t one
conducted via the Sei-vice are being conducted by you, or by an authorized user or Admin,st ate
- entity that has not enrolled m the Sei vice.
your behalf, and not on behalf of any other person oi
M. indemnification
harmless against fines, penalties or other
You agree to bear all liability for, and to indemnify and hold US
including NACHA's National
liabilitiesrelatingtoACHServiceswhichmaybeimposedonusbyanyone , any
System of Fines, and which are assessed due to your failure to comply with Applicable Law, and any
in connection with a breach of your representations and warranties.
losses or costs we may incur arising m ,.
other liabilities from you through our
You further agree that we may collect any such fines, penalties or
or our Affiliates, or by
normal processes for collecting Fees, by debiting any of your Accounts with us
setting off such amounts against any amounts we may owe to you.
N. Record Retention
You agree to retain data adequate permit the remaking of errfries for at feast five (5) Business Days
followingthedate of transmittal to us, and to provide such data to us upor, request. You also ag.eeto
irements set forth in the NACHA Rules including, without
comply with all record retention requ
uthorization records and any source
limitation, requirements relating to the retention of Recipient a
authorization records or source documents at any
documents. We have the right to review any of your
time, which you agree to provide to us promptly upon request.
0. Third-Fârty Service !'-'ro\/ider.s or 1 hirdi-''arty Senders

behalf of another entity or person unless you
You may not use the Service to initiate ACH transactions on
uthorized user or Administrator on behalf of an entity that has
are initiating such transactions as a n a
enrolled in the Service
VL Wire Transrer Service
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General
the Service to initiate wire transfers from your
If you have enrolled in the Payments Service, you may use
eligible Business or Personal Accounts. Only the authorized account owner may initiate wire transfers
from their personal accounts.
B. Applicable Law
All wire transfer orders (including any rights to modify or cancel such orders) are governed by UCC
Article 4A, except where modified by this Agreement or superseded by any applicable funds transfer
le, pursuant to UCC section 4A-501. You agree to comply with and be bound by all of the
system ru
foregoing, as applicable.
C. Acceptance and Execution of Wire Transfer Orders

We will use our best efforts to execute any wire transfer instruction which we agree to accept pursuant to
this AgreeiTient on the same Business Day it is received (or on the Business Day requested for future-
s), provided that it requests a debit from an Account you have designated for wire transfers.
dated wire
and we receive it in the required manner prior to any cut-off hour we may establish from time to time,
eceived after the established cut-off time, weekends or bank holidays will be deemed
Requests r
the next Business Day. We may handle transfer orders in any order in our sole discretion. We
received on
may choose any means, intermediaries or transfer systems to execute any wire ire transfer
. order. We will
use reasonable efforts to send a written confirmation of each transfer order and you must promptly
review and report any problems to us.
We will be deemed to have accepted a transfer order only when we have fully executed it. We may return
or reject any wire transfer request, or impose con ditions that must be satisfied before we will accept it,
for any reason in our sole discretion and without any liability to you or any other person. In addition, a
Receiving Bank, or the Federal Reserve Bank, may return or reject a wire transfer. We will have no
liability to you or any other person by reason of the rejection of any wire transfer, unless such rejection is
ca used solely by our gross negligence, willful misconduct or criminal conduct.
D, Cancellations and Return Vv'ire Requests

If you subsequently request cancellation or return of any wire transfer, we may, but are not obligated to
attempt to implement your instructions, but will have no liability to you or any other person for our
inability or failure to do so, and in such case, you will remain obligated to us for the full amount of the
original transfer order. You must reimburse us for any expenses, losses or damages we may incur in
implementing or attempting to implement any such request. To request a Wire Transfer Cancellation or
} Request, please call BB&T Online Banking Support at 888-BBT-ONLINE (888-228-6654).
Return Wirt
E. FA'ocessing Schedule for Wire Transfers

executed real-time thr oughout the Business Day, assuming the Wire Transfer has not
Wire Transfers are
been rejected by the Service or returned/suspended by us clue to insufficient, inaccurate or
inappropriate wiring instructions. You acknowledge our right to rever.se, adjust, stop payment or delay
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gulations, laws and operating circulars of any transfer system.
an y transfer order subject to the rules, re
Final cut-off for same day wire via the Service are as follows;
. International v^/ire transfers: 5:00 pm ET

Domestic wire transfers: 5:30 pm ET
Although you may submit wire transfers by usingthe Service 24-hours a clay, seven (7) days a week, wire
transfers will be processed only on Business Days, subject to system availability.
F. Errors or Ambiguities
You are solely responsible for accurately identifying in your transfer instructions the beneficiary and
beneficiary's bank. If your instructions inconsistently identify a beneficiary by name and account
number at the beneficiary's bank do not match, you acknowledge
number, i.e., if the name and account
that the beneficiary's bank may credit payment based on the account number alone, notwithstanding
inconsistently identify the beneficiary's bank by name and
the discrepancy. Similarly, if your instructions
the routing/transit number in executing the order. In
bank routing/transit number, we may rely solely on
either of the foregoing situations, we have no obligation to detect errors in or to question your
assume all risks of any losses resulting there from. If we believe your instructions
instructions, and you
in our sole discretion we may, but are not obligated to, delay the
are ambiguous or may contain errors, in
execution of any wire pending receipt of clarification from you.
G. Foreign Wires and Fees

US dollars to a beneficiary in a foreign country, we may make the
if you request a wire transfer in
transfer in the currency of that country pursuant to our normal procedures at our buying rate of
exchange on or before the transfer date. Such exchange rate may differ from rates offered or published
by other sources. You accept all risks of currency exchange rate fluctuations between the time you
initiate a foreign wire request and the time it is completed. In addition to paying BB&T's foreign wire
transfer fees, you shall be responsible for paying any and all fees charged by our correspondent banks,
intermediary banks and paying agents for handling or forwarding an international wire transfer from
II of which, may be deducted from the wire transfer proceeds. Foreign wires are not
BB&T, some, if not a
allowed from personal accounts.
H. Daily Caps and Thresholds

nt of wire transfer entries you may initiate in any rolling three (3)
The maximum aggregate amou
collected and available balance or $75,000.00. We may establish and
Business Days is the lesser of your
change at any time in our discretion wire transfer daily caps on the dollar amount of wires you may
nd we will have no liability to you or any other person if we reject or suspend processing any
initiate, a
entries that would exceed such limits.
i. Liability Related to Wire Transfer Services

If we fail or delay in executing a proper transfer order, or if we make a transfer in an amount greater or
the amount requested, our liability to you will be governed and limited by UCC section 4A-305.
less than
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J. Representations and Warranties

Each time you, or any person you authorize, submit a wire transfer order to us, you represent and
warrant that each transfer order complies with your obligations under this Agreement and with all other
Applicable Lavi/.
K. Duty to Examine Statements

You must promptly review and reconcile all statements pertaining to transfers orders, transfeis, and
your Accounts, and shall report in writing promptly, but in no event later than thirty (30) days aftei the
date of such statement any unauthorized transfer, erroneous or improperly executed transfer order, and
any other objections pertaining to the transfer. You agree that thirty (30) days is a reasonable time for
the detection and reporting of any errors. After that time all items on the statement will be considered
correct and you will be precluded from recovering such items from us.
VIL Tran.sfers among Your BBScT Accounts
A. General
You may use the Service to transfer funds between any of your eligible Accounts held by us or one of our
Affiliates, subject to any limits or restrictions we may impose from time to time.
B. Cut-off Time for Transfers (Approximate Time)

Transfers between Account(s) initiated via the Service and received by BB&T by 9:00 pm ET Monday
through Friday will be effective on the current Business Day. Transfers between Account(s) initiated via
the Service and received after 9:00 pm ET Monday through Friday, or ail day Saturday, Sunday and
banking holidays will be effective the following Business Day.
Transfers between Account(s) initiated via the Service to a business loan account and received by BB&T
by 7:00 pm ET Monday through Friday will be effective on the current Business Day. Transfers to
business loan accounts initiated via the Service and received after 7:00 pm ET Monday through Friday, or
all day Saturday, Sunday and banking holidays will be effective the following Business Day.
C. Limitations on Frequency of Transfers

The number of transfers between your eligible Accounts may be subject to the limitations that apply to
the maximum number of automatic or repeating withdrawals from certain types of accounts. Refer to
the Account Agreements for details.
D. Limitations on Dollar Amount of Transfers/Bill Payments

Except as limited by Account type and applicable Account Agreements:
Each transfer between eligible Accounts may range in amounts up to $1,000,000.00. The maximum
aggregate amount that can be transferred between eligible Accounts per day is unlimited. Each bill
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in amounts up to $100,000,00, The maximum aggregate bill
payment from an Account may range in a ^ .
payment amount that can be paid per day is unlimited
E. Future Transfers
the requested date of transfer.
future date will be effective at midnight ET on
Transfers scheduled for a
=:==;=~===~-.
the transfer.
Scheduled Transfer
scheduled for September 3rd may be modified or stopped at any pi

example, a transfer
midnight ET on September 3rd.
vni. Funding Obligations

available (including, if
or are scheduled to be ma
available in your Account to fund the transaction, oi
procedures for calculating available and
Charge Account to pay all fees. You agree to accept our
collected belaeces, end you acknowledge tbatour records regarding the same will be deemed
conclusive. Available funds may include funds available in any me o
facility formally established with us for overdraft protection purposes,
otherLe agreed to make advances in connection with a Service, ' AP nrer^
available for withdrawal.
A. Online Statement Service

statements for eligible accounts by changing youi
You may elect to stop or resume the mailing of paper
statement delivery preferences in the Statements Service.
k ihlp viB the Service may be enrolled for online statement delivery. If you
"'^::;::rc:r::::::i::;"p:iii:::ment;atineiudesnft.
curre
online statement delivety. all accounts shown on ihe consolidated statement will be automatically
r//3i
.bblcom/sssols/dotfs/hliTil/bbl-coni/sbo/lerms/tei-rri s-bondilionB.titiTil
liUpB://www
1/5/2017 need enroll for online
statement delivery. For joint accounts, only one account owner
enrolled for online
statement delivery.
and choose to receive your periodic
If you receive cancelled checks with your periodic statement
ive cancelled checks in the mail.
statement via online statement delivery, you will no longer receive
after the statement cut-off date, The
will be available within twenty-four (24) hours w v.,, mav
Your statement
online statement is the same as your paper statement. You may view,
statement cut-off date for your
twenty-four (24) months of statement history.
print and download your current statement and up to
la the electronic message center,
Wcmuydc,iveci.ocmaCicoyoua^
wiCdi.keSe,ce,=ma,,,USPos.,Se.
to notify us if your
BB&T online Banking Support 888-BBT-ONLiNE (888-228-6654).
informcTtion that you have authorized us to
mail information to you, including any
We may continue to
the online statement service at any time in oui
provide to you electronically. We may discontinue
ilins paper statements to you. We may also add, modify or delete any feature
discretion and resume ma
, We will provide you with notice of any change or
of the online statements service in our discretion
termination in the online statement service,
B. Check and Deposit Images

cancelled (paid) checks, deposit slips and accompanying items
You may view digital images of recent
images may be viewed only for such periods of time as we may
and returned deposited checks. Online
archives upon request (we may charge a
establish, after which copies are normally available from our
fee for such copies).

s check "truncation" or "safekeeping' services, we destroy
As is common industry practice with variou
number of years required by law. If an image of a
the original items but retain the images for at least the
upon your request, if
ZZZZ L, ciicuunsiances, sucH as wPen kuage is .is.iug oi iliagibie Pua .0
circumstances beyond our control.
C. Stop Payments in the Service. For

You may initiate stop payment requests or cancellations by following the instructions in . ,
all the information we require. We
your instructions to be implemented, you must accurately supply
Business Day to process the
between 8;00 am ET and 9:00 pm El on a
must receive your instructions
other hours will be held for processing after 8;00 am ET on the
order that day; orders received during
fee will be charged against the account on which the item
next Business Day. Our normal stop payment
stop payment orders are effective only for six (6)
was drawn. Unless we have agreed with you otherwise
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Online Banking Terms end Conditions
Small Business
1/5/2017 may pay the item if it is
and unless the order is properly renewed before it expires, we
subsequently presented for payment.

check has not been paid before we have
ificalion that the
All Stop payment orders are subject to vei
. Any cancellation request is subject to
reasonable time to act on
have had a reasonable time
we
r::i:r::.::u:or:n^-":*
bPforo wo hove hod a reasonable time to implement your cancellation request.
nable to place any given stop

vye will ha.e no liability to you or any other person in the event you are u
other reason. In such
event, you may use an order has been placed if our inability to implement your
liability for paying any check on which a stop
rect encoding by another financial institution,
or
pay any check on which you have Pi^^
If \A/e
be limited to your actual loss incLirre , h ... have any liability to you
sequential damages of any kind. If we _
indirect, special, incidental or con hereby assign to us any claim or rights you may have against
pursuant to the foregoing sentence, you
ion out of which the check arose,
the Recipient of the check in connection with the transaction
D. Balance Inquiries
The balances shown may differ from
check the balance of your Accounts.
You may use the Service to
not include deposits that are not available for withdrawal, outstanding
your records because they may
checks or other withdrawals, payments or charges.
E. Mobile Banking Service

p General, The Mobile Banking Service allows you to perform various
' Account balances and transaction information, bill payments and transferring funds
wireless device.
You must have email access and/or mobile text messaging
b. Equipment Requirements
with web-enabled wireless devices, or
capability. Expantied27:;;:;;;"rwn,rd7d'lcompa,lb,ewlrelessd^
through third-party liable through select wireless providers. You ate solely
loaded on certain devices avai--
is pre- email service providers.
choice of equipment, wireless carriers, internet or
responsible for your
and for resolving any issues concerning operation,
web browsers, voice/data plans, etc
of the foregoing with the appropriate
performance, availability, costs, etc,, i elating to any HHitional fees
^ internet service provider may charge additional fees.
provider. Your wireless or i.
r sensitive information such as your Passwords or
c Security. We do not "stole confidential or
ection with the Services. However, User IDs
Account numbers on your wireless device in conn 19/31
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ireless device based on the personal setting you establish on your
may be Stored on your wi
less device, User ID and Password against loss or theft.
device. You should safeguard your wire
you, device is lost or stolen, report it imn.edis.eiy to your
have no responsibility or liability if someone else learns your Usei
the Agreement we
Password and uses it to access the Services.
the BB&T Mobile Banking
:ee,ot,,e,o,iowii.giicei.sin.termsrîcensingTerms-,iBB.Tend,neth.*pe^
use the create any derivative works; (ii)

of the following to the Software; (i) modify, i evise or
any derive the source code; (iii) redistribute,
dpromoile reverse engineer or otherwise attempt to
soil rent, Imso, sublicense or otherwise transfer rights; or (iy) remove or niter ony pwr.c
notices legends, symbols or labels, including, but not limited to, any trademark, g
oopyrigit, Neither tiio software licensor nor the Wireless network provider isresponsih .m m
materiols, information and financial products or services made availa le to v ad

of the
mobile security, please visit our rT]oMe.secu.niV-aicU.-
Software. For more information about
F. Alerts Service
allows you to receive various types of alerts concemingthe Accounts
a, General. The alerts service
email and/or tex, message to your wireless device. You are responsible for
via
contac, m.ormahon .0 receive alerts. Some types of alerts are optional - ^
.nandatory. You may select optional alerts within the ServiceOo cancel J
text STOP to 69228 (MYBBT) at any time or visit the BB&T website. 01 Slipp
HELP to 69228 (MYBBT) or visit the BB&T website.
^ have email access and/or mobile text messaging
b Equipment Requirements, You must
capability You are solely responsible for your choice of equipment , wireless carriers, internet or
service provrders, web browsers, voice/data plans, etc., and for ^
, availability, costs, etc., relating to any of the foregoing wirn
concerning operation, performance
,he appropriate provide
c. Security . We do not
your wireless device in connection with the Services. You should safeguard your wireless device,
ity Keys, against loss or theft. You should delete any alerts or other text
as well as all ofyourSecur
connection with any Service, We have no responsibility or liability
me:ssages sent or received in your wireless
in connection with any alerts you choose to save on
to you or any other person in
stolen, report it immediately to your wireless provider.
device, if your device is lost or
be subject to certain lag times or delays in
cl. Disclaimer , The information in any alert may
presentation concerning either the currency or accuracy of any
transmission, and we make no re
Account settings. Alerts are provided as a convenience
alert. Frequency of alerts is based on your
official bank record or as a substitute for the
only, and sliould never be considered as an
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1/5/2017
We may provide important information to
information contained in your periodic statements.
you via other methods, including electronic messaging within the Service.
G. Electronic Messaging
The Service provides you with the ability to send and receive electronic messages to and from us Please
Llllr L we Will no. i..e.e.e,y receive on eiec.ron. ,essege sen. Oy yon. No oc on ^ e
send to us until we actually receive your message and have a

made on any electronic message you
reasonable opportunity to act on it.
.,ec.roic .essnging CANNOT be used .o notify ne of lost on forgotten
unanthoriTod transactions. Notification of these occurrences must be done as specified m
contact in Event of Unauthorized Transfer section In this Agreement. Front t.me to time, we may
send important notices to you concerning your use of the Service by electron,c --i ^
electronic messaging service may not be used to send or receive email messages
general public.
X.
A. Creating Administrators
or more Administrators.
If ,00 have enrolled in our Multiple User Access Service, you may designate one
If ou designate an Administrator, your Administrator will have the same rights to access
n-alctioL on your Accounts asyou do in theservice. In addition, an Administrator can change or
and conduct transactions on your Business and Consumer Accounts that you have
delete other Users
Administrators and limit
linked See Section XL Therefore, you should carefully select and oversee your
authority is established in
of Administrators you designate even though the Administrator s
the number
and only resides in the Service.
behalf; (i) add and delete additional Users;
Your Administrator can perform the following tasks on you (hth dailv and
set passwords; (ill) assign and modify limits to transaction levels (both daily and
(ii) assign and re
transactional) for all Administrators and Users; (iv) assign ability to view Accounts; (Iv) asugn a ilrt, to
conduct transactions; (v) make Users inactive o, active; (vii) rnodify/add/delete

Services- (viii) view and conduct transactions on all Accounts, including personal, b siness and multipl
entitles You represent and warrant that all Administrators and Users have been authorized by
You must immediately inform us of a change in the
necessary action to act on behalf of the Company.
Lithorized to act on behalf of the Company. Such notice must be given separately from any
persons a'
other BB&T department or banking centers, by calling BB&T Online Banking
other notices given to
ONLINE (888-228-6654) . You may also write us at;
Support us at 888-BBT-
BB&T Online Banking Support

2586 James B White Hwy North
Whiteville, NC 28472
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Small Businiibs Online DankingTerms and Conditions
1/S/2017
Except es otherwise provided in this Agreement for Consumer Accounts, BUM will have no
nauthorized payments and transfers made using the security keys you or your
liability to you for u
have notified us of possible unauthorized use and w
Administrator assign that occur before you
have had a reasonable opportunity to act on that notice.
B. Creating and Terminating Users

Administretor(s) may add up to twenty-five (25) total Users to your Small Business Online
You and your
account and provide each \A/ith unique security keys . For each User, you may designate the activity
^ ^ level
mmediately notify us if you terminate or restrict an Administrator s or
for each linked Account. You must i
termination of employment or a change in job
a User's access to the Service for any reason, such as a
roles, we will not be responsible for any fosses you may incur resulting from a failure to notify us of such
failure to-deactivate any security keys.iasuch, person's possession,.

change, and your
. IJ
be linked and that may only be done by the owner of the account. For
Only eligible Accounts can
Account and a Consumer Account if you are an owner and authorized
example, you may link a Business
both AccountsYou, your Administrators, a nd Users will be able to view and conduct
signer on
linked Consumer and Business Accounts via the Service unless you specifically set
transactions on any
their entitlements to deny them access to the account.
A, Revie\A/ingTran.saction information
For customers using Ihn Personal Financial Management Software, transaction Information and records
of past' and future scheduled transactions are stored on your electronic device. The number o records
that can be stored depends on the amount of your electronic deyices memory. For BB&T Small Business
Online users transaction information and records of past and future scheduled transactions aie stored
the BB&T computer. Refer to Frequently Asked Questions for additional information about retrieving
on
your transaction hi.story.
B. Periodic Statements
transactions made through the Service will appear on your periodic Accountstatement, The
Alt of your
nt and date funds were withdrawn from your account will be reflected
Recipient Name, payment amou
for each payment made through the Service
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Online Banking Terms and Conditions
Small Business
1/5/20-17
tr,a, eaci, use of a Service by you will constitute a continuing representation and warranty by
You agree
that youi (i) are duly authorized to enter into this Agreement as a valid, binding an
you to us ^ internal and, if applicable, external (such as Ihird-
enforceable legal obligation, and have obtained all
mit the execution and delivery of
governmental) approvals and authorizations necessary to pel
party or
this Agreement and any other required documentation, and to permit your performance yo
obligations under this Agreement and the transactions contemplated under each Service we provi e
:: n:, aod wlbl. become e person whose property ot mtetest ih propetry s oche or
Lbiect to blocking pursuahtto section 1 of Executive Order 13224 of September 23,2001 ( Block, g
P,-operty and ProhLting Transactions with Persons Who Commit, Threaten to Commit, or Suppo,
1 (66 Federal Register 49079), do not and will not engage in any dealings or transachons
Terrorism 2 of Lch Executive Order, and are not and will not otherwise become associated
prohibited by section
Violative of section 2; (fii) are not and will not become-a person on
\A/ith any such person in any manner
subject to limitations or prohibitions
the list of Specially Designated Nationals and Blocked Persons or
Office of Foreign Assets Control regulation oi executive order;
under any other US Treasury Department
ateria! respects with the Trading with the Enemy Act, as
(iv) are and will remain in compliance in all m
and will remain.in compliance
mended and any regulations or executive orders relating thereto; (v) are , . nis
11 matlu-ial respects with the Uniting and Strengthening America by Providing Appropriate To
in a
Required to Intercept and Obstruct Terrorism Act (USA Patriot Act of 2001); (vi) have not used and will
dheciv or Litecy, uny putt o, any monetary ot non-monetaty value that ,s transmi e
through ot otherwise connected with any of the Services for any payment to a government oil c or
official thereof, a candidate for political office, or anyone else acting n an

employee, a political party or
directing business or obtaining any impropei
official capacity, for the purpose of obtaining, retaining oi
advantage inviolationoftheUSForeignCorruptPracticesActofl977.as amended; and (vii) are and
will remain in compliance in all material respects with all other Applicable Law applicable to you an ^
in
will not violate any Applicable Law in your performance of your obligations under this Agreemen
conducting any transactions in connection with the Services.
Affiliates and each of our and theii

You agree .0 indemnify us and hold us harmless, ^ ,,,,,e,y,,he
shareholders, directors, officers, employees, agents
indemnitied Parties",, against any tosses we or any of the other indemnified ^
arise as a direct or indirect result of; (i) your material default under or breach of tins Agieement, pii youi
connection with this
errors, negligent acts or omissions, willful misconduct or criminal conduct ,n
or intentional misuse of any of the
of the Services; (iii) your improper or illegal use
Agreement or any NACHA Rules; (iv)
of any Service by you in violation of any Applicable Law or
Services, including the use
or warranties you make to us at any time
any rnaterial breach by you of any of the representations have authorized to access
rehtinP to the Services; and (v) the use of your security keys by per.sons you
)n:," nduc^rlrsacions via the Service; and ,vl, the unauthorised use ofyour Secunt, Keys unless you
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theft of your Security Keys, The foregoing
have provided adequate prior notice to us of the loss or
omissions of any of your
indemnification responsibilities will extend to losses arising from the acts or
independent contractors or any other persons acting at you, dnection or on yor
employees, agents indirect, special, incidental, consequential, punitive or exemplary
behalf, You are not responsible for any
for loss of profits, business or data, even if you have been
damages including, without limitation
advised of the possibility of such damages.
iact in
,0. yo.r Secyrity Keys (UseHP and Password, Kas been

whom you have granted authority to use your Security Keys has esceeded such authority oi Ih
whom you g your permission, call
someone has transferred or
888- BBT-ONLINE (888-228-6654), orwrite:

Whiteville,NC 28472
SS
Liability Provisions Applicable to

Except as may be specifically provided in Section XVI! (
the Services at your sole risk, including
consumer Accounts), and as provided below, you will use u,p Account
the risk of erroneous or fraudulent transactions. Please refer to the applicable
regarding your rights and responsibilities.
Agreement for other important disclosures i _
described in this
we wil, be responsible for performing the Services that we agree to provide to you as
Agreement, using substantially the same degree o. skill and care that we generally W "
llents. our liability will be limited to: (I) restoration, as soon as reasonably
Services for our other c
of the affected Service at our expense, e.g.,
practicable, of any interrupted Service; (ii) re-performance
rorrectins reversing or otherwise making accurate any errors in performance ; or (iii) failing (i) and (ii)
ab ompo satlo^ tr, you for any actual monetary damages you incur as a result of our material ^
breach obl Agreement! or our gross negligence, willful misconduct or criminal conduct m performin
the affected Service. Except as otherwise expressly provided m this Agieemcnt,

or failing to perform
liability will hot exceed the lesser ofi (i) the actual amount o, such damages or ,il) the aggregate amouh,
of fees you paid to us for the affected Service during the twcdve (12) month period iijed a ^ y
whichsuchdamagesoccurredorsochlesseinurnberofmonthsthatyouhave
preceding the date on
received the Service.
XVIL Liability Provisions Applicable to Consumer
2m^
htlps://www.bbt.t;orn/a5sels/dot;sdilml/bbt-<;cm/sbo.'lr m s ,'tBi'm s - condi 11 oris .hum I
Online Bankinci Terms ant) Conditions
Small Business
i;5/20-|7 nauthonzed transfer from
The following provisions apply in the event you believe there has been an
Account Agreement for other important
your Consumer Account Please refer to the applicable
disclosures regarding your rights and responsibilities.
A. Your Liability and Password) have been lost or forgotten.

if you believe your Security Keys (Uset ID
Tell us at once I .You could potentially lose all
Telephoning is
the money in your Account plus your within two (2) Business Days after you leain of the
Password have been lost or forgotten, and you tell us
loss or theft, your loss is capped at $50.00.

learn of the loss or theft of your User ID and
within two (2) Business Days after you
If you do not tell us from using your User ID and
^ could have stopped someone
Password, and we can prove that we
f you had told us, you could lose as much as $500.00.
Password without your permission i
did not make, tell us at once . If you do not tell us
In addition, if your statement shows transfers that you
otherwise made available to you, you
after the statement was mailed to you or
within sixty (60) days: Id have stopped
after the sixty (60) days if we can prove that we cou
may not get back any money you lost
someone from takingthe money if you had told us in time,
will extend the time
hospital stay, kept you from telling us , we
If a good reason, such as a long trip or a
periods.
B, Bank Liability for Transfers

time or in the correct amount according to
dunotcompleteatransfertoorfromyourAccounton
if we .This liability is in addition
will be liable (or your actual losses or clamag .
our Agreement with you, we We will not be liable.
Its. However, there are some exceptions.
to the payment guarantee for bill paymei
for instance;
Account to make the transfer
a. If, through no fault of ours, you do not have enough money in your
or payment.
the credit limit on your overdraft line.
b. ifthetransfer or payment would go over
other encumbrance restricting such
c. If the funds in your Account are subject to legal process or
a, "b^Lylce, your eleetrorric device or ,de. ,s no, worblogproperly and you know about the
malfunction when you started the transfer or payment.

e. If a Reelpiopt mishandles or causes delays in , account information, or
f, you have not provided us will, the to,rest Recipient nante, address.
navrnGnt amount. of the transaction despite

n ddrcumstancesbeyondourcontrolpreventthepropcrcompletion
include, but are
not
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Smoll Business Online Bankincj Terms and Conditions
1S2017
disconnecting of your telephone line by your local telephone company or front deficiencies in
your lino quality or any delect or malfunction of your electronic device, operating sofar ,
h;yt:a::rt:r:re;::;iloyyed.helnstructlosforuslitgtheSerylceor.hePersonalBnanclal
Management Software.
transfer as provided in this Agreement.
j. If we have the right to refuse to process a payment or
C. Liability for Failure to Stop Payments

before the Processing Date,
Repeating Payment three (3) Business Days or more
if you order us to stop a
will be liable for your actual losses or damages.
and we do not do so, we
D. Error Resolution Notice

Transfers, call us at 888-BBT-ONLlNE (888-228-
In case of errors or questions about your Electronic
6654), or write:

Whiteville, NC 28472
or information
I regarding a transaction is
:EE5Ea=
contact BB&T as soon as you the statement. We must hear from you
no
information:
and social security number or tax identification number.

a. Your name about, and explain as clearly as you can why you believ
b. The error or the transfer you are unsure
it is an error oi why you need more information.
c. The dollar amount of the suspected error.
(10) y promptly, if we need more time, however, we may take up to

hear from you and will correct any error
decide to do this, we will credit your
forty-five (45) days to investigate your complaint or question, if we
that you will have use of
=====S==S=:==r
or qu
Account.
within three (3) Business
Days
investigation.
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small Business Online Banking Terms and Condilions
1/6/2017
of Warranty; Exclusion of Damages
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EXHIBIT 6
VIRGINIA:
)
MRP UO PARTNERS, LLC, et aL> )
)
Plaintiffs, )
)
) Case No. 2016-11747
V.
)
RAYMOND RAHBAR, JR-, et al. )
)
Defendants. )
.)
affidavit OF NATHAN J. lOHUL

below named officer duly authorized to administer
1, NATHAN J. KRILL, before the
oaths, do hereby swear and attest to the following.

have personal laiowledge of the facts set forth in
1. I am over 18 years of age and
this affidavit.
ing division of the commercial real
I am cun-ently a Principal in the Sales & Leasing
2.
8484 Westpark Drive, Suite 150,
firm Avison Young. My office is located at
estate services
McLean, VA 22102.
for the MakeOffices account at Avison h: oung.
3. I am the primary point of contact
and brokering leases for the office space that
In that role, I am responsible for locating
MakeOffices subleases as pait of its business.

with MakeOffices, Avison Young routinely remits a
4, As part of doing business
MakeOffices entities after a lease has been signed
percentage of its tenant commission back to
for a particular MakeOffices location.

Rahbar asked that the commission payment
5. On April 19, 2016, Raymond
associated with the property located at 1015 15 street NW be paid to the entity Raezer
of e-mails I received from
Sponsors LLC, Exhibit 1 to this Affidavit is a true and correct copy
commission payment for 1015 15"' Street
Raymond Rahbar on April 19, 2016 requesting that the
NW be made to Raezer Sponsors LLC.

April 27, 2016, Avison Young remitted
6. Per Mr. Rahbars request, on
MakeOffices for 1015 15"' Street
$215,068.50, representing the commission payment due to
BB&T Bank. Exhibit 2 to this Affidavit is a
NW, to an account held by Raezer Sponsors LLC at
ansfer confirmation of that payment from Avison Young to
true and correct copy of the wire, tn
Raezer Sponsors LLCs account at BB&T.

On a d,ffeaenl occasion, on Angust 22. 2016, Mr, Rahbar instructed me to "remit
7.
MakeOffices SPE subsidiary - regarding the profit
payment to UO Management, L-LC a
also provided the wiring information that Avison

sharing for the Wharf Project. Mr. Rahbar
UO Management, LLC. Exhibit 3 to this
Young was to use to make the commission payment to
of Mr. Rahbars August 22, 2016 letter to me with the above
Affidavit is a true and correct copy
instructions.
September 19,2016, Avison Young remitted
Per Mr. Rahbars request, on
MakeOffices for the Wharf location,
$400,000.00, representing the commission payment due to
the aeeount indicated by Mr. Rahbar. believing it in be the account of UO Management, LLC,
to
and correct copy of the wire transfer confinnation of that
Exhibit 4 to this Affidavit is a true
payment.
ion with the deals I have brokered for MakeOffices, 1 frequently paid
9. In connection . ......
, including payments toward his airir travel, meals, and
for Mr. Rahbars travel and other expenses
I also provided Mr. Rahbar with my personal credit card to use for travel
entertainment
2
for Mr. Rahbar.
expenses for business purposes and Avison Young has paid for these expenses
10. The foregoing statements are true and correct.
/lâthan J. Krill
/
3
FAIRlÂX COUNTY )
) ss:
COMMONWEALTH OF VIRGINIA )
2017.
SUBSCRIBED AND SWORN TO before me this
My Commission Expires
xr>tfl8
(W3<V20
EXHIBIT 1
From; Rayrmond Rahtw
To: t!sIaJ<rill.
Subject; Re: use this
Date; Tuesday, April 19, 2016 3:03:02 PM
Reid and Chris don't try and increase their budgets.

Have the check mailed to me so
Or I can send you wiring info. Whats better r
2250 Clarendon Blvd

Suite 1605
Arlington, VA 22201
on Tuesday, April 19, 2016, Raymond Rahbar <raym!lllljatnaKeotteJlom> wrote:
I can deposit on Friday or Saturday or I think
Entity name to make out check is Raezer Sponsors LLC

exhibit 2
Page 1 of 3
HSBC I
Transaction details
Arrmint Information
Acc name Avison Young (USA) Inc
Account 751726311
number
Bank name HSBC Bank USA NA
Currency USD
Location US
BIC IV1RMDU533
I BAN
Account status Active
Account type ... Current account
Wtaik as at 27/04/2016_2Q;35
TransactionjTiain.details----------
DEAL 340085
Customer ref;
118519341
Bank reference .
DEAL 340085
Related reference:
OUTGOING MONEY
Additional narrative :
TRANSFER
your REF DEAL 340085
SEND FED BRANCH
BANKING & TRUST CO -
VIRGINI
BNF:RAE7.ER SPONSORS
LLC STERLING VA
08I'/1NV/DEAL 340085
/IMV/1 0
15 15TH ST WASH DC
BBiyDA5/REF:42234LY00MI
9 STFEDSEQ'.BI
Q8984C003604
TIME;! 6350UR REF
118519341 TRAN-ID:
1 1819341501' 0036
04
Payment order date : 27/04/2016
Not Available
Currency/lnstructed USD
amount; 0.00
USD
Charges;
Instructed exch rate : Not Available
Debit details 215,068,50

Gross amount: USD
01.00000000
Exchange rale: 215,068.591
Met amount: USD
Page 2 of 3
HSBC SSvr
27/04/201G
Value date ;
Account: 751726311
shitement details
r.rp.dit: details .. Not Avnilahte

Gross amount;
Not Available
Exchange rate; Not Available
Net amount:
Value date; Not Available
051404260
Account:
Giatp.ment details:
Payment and value date....
Payment currency; USD
215,068.50
Amount:
27/04/2016
Value date :
OrdeiiiiR customer AVISON YOUNG USA INC
Name:
751726311
Address:
120 N LA SALLE ST STE 3300
CHlC.AGO,!L606(g-2416yS..
Ordering bank
Name :
A_ddre_5_s;...
Sending bank......
Name :
Address;___
Reimbursement bank
SWIFT address:
Name ;
Address:
Debit party ____ AVISON YOUNG USA INC
Name ;
1 20 N I A SALLE ST STE 3300,
Address:
Intermediary bank
SWIFT address:
Name:
Address; __
Beneficiary,bank
SWIFT address:
Name :
Addres^;
Beneficiar/.clet,aLls RAEZER SPONSORS LLC
Name ;
0000250717814
Address;
HSBCI l>
as&f'i
Page 3 of 3
ZlSeSRAIWAY TER UNIT

302
STERLING VA
Account with Bank

SWIFT address:
Name: BRANCH BANKING &
TRUST CO-VIRGINl
Address:
Payment details
/INV/DEAL 340085
/INV/1015 15TH ST WASH
DC
/INV/FEE
Bank to bank information
/DAS/REF:422341Y00MI9
Senders charges
Instruction code
Regulatory reportinR........
exhibit 3
*
August 22, 2016
Nate Krill
Principal, Avison Young
8484 Westpark Drive
Suite 150
McLean, VA 22102
Nate;
Please remit payment to UO One North State, LLC instead of the original request of UO Management,
LLC regarding the profit sharing for the Wharf Project of $428,000.00
The wiring information is as follows;
Account number: 515715.5433
Routing number: 055003308
Please remit payment to UO Management, LLC instead of the original request of UO Management, LLC
regarding the profit sharing for the Wharf Project of $400,000.00
The wiring information is as follows:
Account number: 0000250717814
Routing number; 051404260
As agreed to in advance, no other Money should be distributed to any other person or entity for any
reason in connection with this lease agreement except as to Avison Young and other direct employees
of Avison Young.
Regards,
<1
,.'3
Raymond Rahbar
Clio
EXHIBIT 4
HSBC Page 1 of 3
Transaction details
Account Information
Acc name Avison Young (USA) Inc
Account 751726311
number
Bank name HSBC Bank USA MA
Currency USD
Location US
BIC MRMDUS33
IBAN
Account status Active
Account type Current account
fnptaik as at 19/09/2016 18:29

Transaction main details
Customer ref: UO MANAGEMENT
Bank reference ; 263494836
Related reference: UO MANAGEMENT
Additional narrative : OUTGOING MONEY
TRANSFER
YOUR REF UO
MANAGEMENT SEND FED
BRANCH BANKING &
TRUST CO-VIRGI
Nl BNF:UO MANAGEMENT
BETHESDAMD 20814
0BI:/1NV/DEAL 344059
BBI;/
DAS/REF:17704PZ010EJ
STFEDSEQ;B1Q8983C00294
5T1ME:1429 OUR REF 26
3494836 TRAN-ID;
26394836SDT 002945
Payment order date : 19/09/2016
Not Available
Currency/Instructed USD
amount;
0.00
Charges: USD
Instructed exch rate: Mot Available
Debit details 400,000,00

Gross amount: USD
Exchange rate . 01.00000000
400.000,00
Net amount: USD
Value date : 19/09/2016
Account: 751726311
Statement details;
Page 2 of 3
HSBC I
Credit details Not Available
Gross amount:
Exchange rate: Not Available
Not Available
Net amount:
Not Available
Value date;
051404260
Account:
Statement details :..
âvment and value date

Payment currency: USD
400,000,00
Amount:
19/09/2016
Value date :
Ordering customer AVISON YOUNG USA INC
Name:
751726311
Address:
120 N LA SALLE 5T STE 3300
CHICAGO iL soeo^Miej^
Ordering bank
Name;
Address:
Sending bank
Name;
Address;
Rpimhiirsernent bank
SWIFT address;
Name;
Address:
Debit party AVI50N YOUNG USA INC
Name ;
120 N LA SALLE ST STTHOP
Addressj
Intermediary bank
SWIFT address;
Name :
Address:
Beneficiarybank
SWIFT address;
Name;
Address;___ __
Renefidarv details
UO MANAGEMENT
Name ;
0000250717814
Address;
731 5 WISCONSIN BLVD
BETHESDA MD 20814 __
Account with Bank

Page 3 of 3
HSBC
SWIFT address;
branch banking &
Name: TRUST CO - VIRGINI
Address:
Payment detaits
/INV/DEAL 344059
Rank to bank information
/nAS/REF:177Q4PZ01OEi
fênders charges .
Instruction code ..
Regulatory reportmi
EXHIBIT 7
VmGINIA:
IN THE CrRCXJIT COURT FOR FAIRFAX COUNIY
MRP UO PARTNERS, LLC, et aL, )

)
Plaintiffs, )
)
) CaseNo, 2016-11747
V.
)
RAYMOND RAHBAR, JR., et aL, )
)
Defendants. )
)
A vnm AVIT QE T,AWRISNCE N, ROMWIMI
, before the below named officer duly authorized to

I, LAWRENCE N, ROSENBLUM
administer oaths, do hereby swear and attest to the follorvmg:

sonal knowledge of the facts set forth in
1, I am over 18 years of age and have per
this nffidayit.
a Partner with the tax, and acuouiiling flnu
2. I am a Certified Public Accountant and
6500 Rock Spring Drive, Suite 200, Bethesda,
Grossberg Company LLP. My office is located at
has been retained by the Plaintiffs in this matter, MRP UO
MD 20817. Grossberg Company
, ana lyze, and audit the books
Partners, LLC and Harris UO Investors, LLC, to inspect, examine
providing tliis affidavit in support of Plaintill Harriss
and record.s of MakeOffioes, LLC. I am
Motion to Enforce September 30, 2016 Order Granting Inspection of Books and Records of
MakeOffices, LI.C
Pe, the Onle. enteredh, thtr Cot.rt on September 30, Plninliff H.rtis ,e,netted
3
of MakeOffices for onsite inspection on October
access to the 2015 and 2016 books and records
the MakoOffioess location at 1400 Key
19, 2.016 at 10;00 a.m, On that date, I appeared at
Boulevard, Suite 100, Arlington, Virguiia, along with colleagues from Grossberg Company and
Plaintiff Harriss counsel, and performed an onsite inspection of the records made available by
MakeOffices,
4. Although some of the requested records were produced for inspection, most of
MakeOfficess 2015 and 2016 books and records were not made available. For example,
MakeOffices did not produce a complete general ledger for 2015. In fact, the Companys CPO
admitted at the inspection that the 2015 ledger that was provided did not include any information
for the fmst half of 2015. In addition, both the 2016 general ledger and the incomplete 2015
ledger included only general, categoiy-level description.s of the Companys expenses, making it
impossible for us to determine MakoOfficess actual expenditures and conduct a meaningful
assessment of its accounts.
5. MakeOffices al.so did not make available any of the backup accounting
information - credit card .statements, invoices, receipts, etc. that underlies the general ledgei
........biitries ahe! fihahciar statements. We weres informed by tiie Companys CFO that most ot the
backup accounting infomiation is maintained in online accounting sy.stems, but he would not
provide us with access to those systems or the native versions of the books and records.
6, In light of the deficiencies in the records made available by MakeOffices, wc
provided the Companys CFO with a list of the accounting information for 2015 and 2016 that
should have been made available on October 19 but was not. Tliis information included:
The source documents for all expenses recorded in the general ledgers, including
credit card statements;
The general ledger for the fust-half of 2015;
. The back-up for all journal entries recorded in the general ledgers;
The cash receipts journals;
The cash disbursement journals;
2
The listing of all journal entries;
The payroll tax returns including W2s, W3, and 941s;
All 1099s issued;
Computer baek-up for the accounting systems; and
tments rented by the Company in Chicago and one apartment in
Leases for two apat
though the Company signed only two leases for space in Chicago
Philadelphia even
and one lease for space in Philadelphia.
The above documentation is routinely considered as an essential component of a
7.
These documents are necessary to perform any
companys books and records for audit purposes,
financial position and lo prepare annual entity tax
meaningful assessment of the Companys
returns.
that MakeOff CCS has made available show significant miisusc
The limited records
of Company funds by Raymond Rahbar for his own personal gain, including;
On Anril 27 2015, MakeOfficess tenant broker,. Avison Young, made

,. r,a ,$215,068.30
commission payment due to MakeOffices to a bank account owned by Raezci
Soonsors 1 1 CÔn May 23, 2016, $210,000 of the commission was paid by check
from the accounl owned by Raezer Sponsors to. Raynjond Rahbar personally. The
into his personal account on May 23. 'fhe accuunling m the general
indicate that the.se funds were booked through any income, expense, oi equity
accounts maintained by the Company.
. In 2015 the Company made significant distribution payments to Members of the
Comply thS reitLr wholly- or majority-owned by Mr, Ra bar, including a
to Plaintiffs MRP UO and Hams.
compensation
the Board that he has not taken a salaiy clunng
2016, even though he has reported to
those years.
. The company he made ex.enai of Mr. RahbarT
m properly account for these credit card expenses in its books ai d iccoids,
failed to
ioli April dirough June of 2016, the Company expenses charged to M .
the per include $199,011.88 for Advertising, Maikeling &
Rahbars personal credit card
3
f J95,045^ for Co,p.,,/EM.o
$25,86831 for Me.E .nd Pptc,...; $14 209_S7 teOto^pI^^^^,_^^
for Airfare; charges in each of the above

first quarter
categories. , c
_.Rahbar has received significant cashrew^
Mr,
Iris receiwd cash rewards totaling ^2,2.55,07.
through September in Us books of
These
account, but that was not done heie,
. 'lire Company cxamirle, for the
Internet of $28,939 and Office Supplies of $42,563j.
--cs==s-s=h::c
and other expenf?e.s
earned by
the Company.
essential to a proper accotmtiug
9. Tire documents itemized in Paragraph 6 above are
aiid'MrfRdhbars pefsoiianvse of Company funds:.........
....... '....of the Companys finances'
The foregoing statements are true and correct.
10.
Lawrence N, Rosenblum
4
MONTGOMERY COUNTY )
)ss;
STATE OF MARYLAND )
/ ^ clay ofNovember, 2016.

SUBSCRIBED and sworn TO befoJ-e me this
Notary Ijjpblic
My Commission Expires Amy M. Butt*

KOTAflYPOBUO
STATE OF MARYUNO
My Commtosion Ootobw m 8011
EXHIBIT 8
WRITTEN CONSliNT
MAKEOFFTCES, LLC
August 3,2016
In
Offices LLC effective as of Septtmbei 30, ^ , p ivlRP UO Partners, LLC, unci Haii i-s
WitrPavticipation Furrd 1. LLC, Best not otherwise defined herein
UO Investors, LLC (the "QLSLlM&AgrtS^ > ^ Agreement), the undersigned ocing
shall have the meaning ascribed to sue i ' , |,.s MakeOfficcs. LLC, a Virginia hmi et
c members of the Board of Directors (the ^ LLC (the 'MlMfSclor'
.imp-ny (,!DO HEREBY ADO
Hi, H UO IycsR.,s, UU SifroNSENE lo ll, RJEnp. "f
(he following resolutions and DO HLRLUY c. .
forth;
ently the Chief Lxecutivc Officer and
cvivr
Wl-IELEAS Raymond Rahbar C'Rahbi'l')
Treasureri of the Company; and
ently consists of three (.5) n lembers; and
W11BREAS, the Board of the. Company cun
I of the Operating Agreement, at any thne as thei^
Wl-IERLAS. pursuant to Section 5.1 ci, Rahbar may be removed from orfic of C cf
of the MRP Director and the flams Drrcclo,. and
WHEREAS, puraiani Arj jLcompany! RpH"Lill 1>" ,m>ii'0'R"y

.pwL . ...00., or.,,. br .1
Rahbar from the

WflEREAS, the ion 5,1.1 and
NOW, THEBEFORR. be IT;
RESOLVED, that pursuant to

and the Harris Director hereby rcinove
Company as of the date hereoT; and it us
of the Operating Agreement,
riinn-nPR resolved, that pursuant to Section 5,1.4 as of the date hereof, and it
(hi b oU n-op, Iiw ..niY"'"
Rahbar s
IS solutions and the Operating
consistent with the foregoing re: authorized,
FUR'n-IEI^ RESOLVED, that
icers
Agreement, the appropriate o(! .....
enipovver ed and directed to do and pei
and things, and to make, execute ai
;;r~:=s;2Si;-s's
id deliver, or cause
US_,l207.pl3f.llv2
olhei- agreements, ^loûments insmiment^ or dftui" te m'lry m.t
of such clocviments by such ofticcr(s)).

of this consent shall constitute a written waiver of any notice reti^Liired by
'fhe execution ot this consent
electronic mail in portable
each counterpart.
[SIGNATURES ON TVIE FOLLOWI'NG PAGE]
-2-
U,S_IV07.SI3nflv2
executed this Wi itten Consent as of the
IN WITNESS WMEREOF, the undersigned have
date first written above.
Zachary Wade, MR? Director
Ronald Paul, Harris Director
US )-2075 1360V'
is Wi'itleii Consent as of the
ndoi-sigiied have ox coaled this
IN WITNESS WHEREOF, the ii
date first wittcn above.
Zachary Wilde, MRP Director
"nBnald Paul. l>arris Director
U.S JZ0751360W,
EXHIBIT 9
August 3, 2016
MakeOffices LLC
7315 Wisconsin Avenue
Suite '100 West
Dclhcsda.lvlD 20814
Attn: Mr. Brian Bharwam, Cl-U
lie: AuiiLiRcYieViLH0ii5
Dear Mr. Bhavvani;
As members o,t arc

Vlestated 0|iei-nting Agreement. of ui, oif- r ;C ,L,, .v.U,b,o ro.
re^lcsted to iocatc the Company LLP C'Grossherg). Grossberg
onsite inspection by our accotuU.ng i' * authorized to provide it fitll access to the items
'''"'X;rh-o,.b ,b.. i.
will be acting 'as our re,
listed below together with any ^
re
August 5, 2016.
performmg its itrspection and rowtew on
as follows:
documents for inspection and review avc
The, requested items and
General Ledger
Financial Statements
Income Ta>t returns
Bank Statements
Bank Reconciliations
Loan Transaction History
Payroll Records
Company Credit Card Stateincnt.s
C'opie.s of all Lenses ''as (l made thorcunder)
Copies of all Broker Commission
Copies of at! Royalty Listing
Agreements
Affiliated Entities
Organizational Chart
from the inception of
and all documents dating
listed above should include any
All items . 'fhank you for your cooperation.
the company to the present
Sincerely,
.Hrin'isT0ffiii;esto,r,s, LLC
MRP DO Paifncrs, LLC
By2
By; Namei'RTqi.P
Name; Title;
Title: '
EXHIBIT 10
From: Zoch WaOfi
To; BiMiLBtiamflU)
Cc; RicK Sans: MamsorUiJaC-Ott
subject! Immediate Attention Required
Date: Wednesday, AUflUSt 03, 2010 0:30:07 PM
Brian--
=MSHSS=3SSSS?"
Regards,
Zach
Zach Wade
MRP Realty
Cell - 202,365.9440
Zwade@mrprealtyCom
EXHIBIT 11
From: ajk.W.ada
Toi Brian Bhiirwaoi
Cc:
Subject! Re: Immediate Attention Required
Date; Wednesday, August 03, 2016 10;07;5d PM
Brian--
,e company, CFO,
S'iSuS'SS K vorwlil SSe Wril, or rho Compap,. Pooka and roccOa w.Popt
further obfuscation or delay.
Zach Wade
MRP Really
Cell - 202,365,9440
Zwade@mrprealty.com
i <brian.bhai'wani@makeoffices.com> wrote;
> On Aug 3, 2016, at 9;51 PM, Brian Bhawani
>
>
> Zach-
; . rocolvoP rha fira. com^nica.ion frona * on SSS.
KTr.tt?:at3'cST:ill as uTb s no* arm,. l,ao PaO opportpnk, .0 Piaca, with ,ho
Company's legal council.
>
> Regards,
> Brian
>
>
> Hwade@rnrpreaily.cofn> wrote:
>> On Aug 3, 2016, at 8:30 PM, Zach Wade <
>>
>> Brian-
>> , we have tried repeatedly
After sending the formal audit not.,cation -I reasure^^ the Company, but you have
to contact you regarding Mr o pe incommuncado in apparent dereliction
failed to respond for whatever reason, have ct
>>
>> Regards,
>> Zach
>>
>>
>>
>> Zach Wade
>> MRP Realty
>> Cel! - 202.365.9^40
>> Zwade(g)rnrprealty.com
>
EXHIBIT 12
From: .MUftlatte-
To: arian-Bliamaal .
Cc; i.rl<.nn Prenfe; EicLSSaS;
Subject; REQUIRUD RESPONSE
Thursday, August 04, 2016 5:38:12 PM
Date;
Brian,
To follow up on your
SSa:fwiS^
records without further obfuscation or delay.
Furthermore, pursuant to '^'^^^|:*-g^*,I^gj^gOfffces^rcwpo'ratVoffl^ in

confirm that you will Arlinaton. va 777m) tomPtiQW.
Rosslyn external auditor may meet with
^-âTo?'tt;fVutrdS Id our Aud,t
Review Notice."
Zach Wade
MRP Realty
Cell - 202.365.9440
zwacieiaLn-ir-PiaaityuTom
Begin forwarded message:
From; Zach Wade <zwad^PêaJ^gm>
<smtLmQJxlsoDMRal;Lâv^^> Required
Subject: Re; Immediate Attention Requirea
Brian-
M the componyv. CFO you have doe ob|ation to proted the integrity
Of the books and to say the least. Again, please
"^^^2""EATfwiil rdeStfe"ime i^y .HeTompahy's booid and
confirm
Without further obfuscation or delay,
records
Zach Wade
MRP Realty
Cel! - 202.365.9440
2wad@mmtaaJ>^Qm
On Aug 3, 2016, at 9:51 PM, Brian Bharwani

^hrhn.hharwani@makeQffiC5JiQiD.> wrote:
Zach-
I received the first communication from MRP on this subject

after the conclusion of standard business hours this evening,
Different parties seem to have conflicting opimons as to
whether Raymond has been terminated as the CEO. I wHI
follow-up to this note after I have had the opportunity to
discuss with the Company's legal council.
Regards,
Brian
On Aug 3, 2016, at 8:30 PM, Zach Wade

<-7wade@mrDreaJtVX-Qm> wrote:
Brian-
After sending the formal audit notification to your

attention this afternoon, we have tried repeatedly
to contact you regarding Mr. Rahbar's termination
as CEO and Treasurer of the Company, but you
have failed to respond and, for whatever reason,
have chosen to be incommunicado in apparent
dereliction of your duties as the CFO of the
Company. You are hereby directed, on behalf of
the MRP Director, to secure all financial records of
the Company, including those referenced in my
email below, from any and all unauthorized access
or attempt by anyone to delete,
chanqe, modify, or otherwise tamper with the
Company's records. Please acknowledge this
directive immediately.
Regards,
Zach
Zach Wade
MRP Realty
Cell - 202.365.9440
7wade@mr.PLealty-X5ig.
EXHIBIT 13
From:
To: SSatLcs; Elcisîs;
CC!
Sulijectl Re: REQUIRED RESPONSE
Date: 'IhursdQy, August 0*1, 2016 9:57:03 PM
Zach-
Ki3 ssssfSiSssttrssf
Company. I have done nothing to suggest otherwise.
until your email nespondence at 8;30pm yesterday ^^"SpanTVoTSon
with a clear understanding I'w Raymond
on*Sees wtyourSition on tL issue, I find myself in a very unclear
situation.
I spoke with taimle Shapiro the company's n^Counse';=bd;;i|,yS, SlXe
Ias%1fte rTcetee aioy''rrespondence o'n this matter from you or anyone else
Daimie, copied here, has advised me as follows;
Brian, there Is no doubt tn wy TnwhT""

to the company. As it stands . that^Raymond has been terminated
action to take. I have received no first I am hearing of
as CEO, and your ernail correspondent^ md^s the^f^
this. Until I have something in an ,P ^ jf ,5 imperative that
controlling on this matter^ it is my adv , counsel one way or the other,
we wait until we have certain Jeopardize
IT! IwoiUd.be nôrej^^fort^h
comfortable with
you supplying documentation
- - reasonable time to do u (.^g^g matters are resolved,
carmrmt-mhnn d^nrppment IS in dispute, ana company. Any
- host
best interest
infcre,st to do
am
Regards,
Brian
On Aug 4, 2016, at 5:38 PM, Zach
Wade <zw_ad.@mrp.Le9-ltyxQm> wrote:
Brian,
correspondence from last night, we have

To follow up on your
vet to receive your written acknowledgment as the Company s
rcn rhpt vnii understand and will strictly adhere to your
protS tKtegrity of the Company's books and records

without further obfuscation or delay.
Furthermore pursuant to the attached Audit Review Notice,
Essvn
ariLfon. VA Zim)
Notice."
Zach Wade
MRP Realty
Cell - 202.365.9440
ZyadejStmipreaJtyxom
From: Zach Wade
Cc: Rick Saas <rsaas#mr.pralG^fini>,

" c;rntt.morri5Qaiglkatt-eQlaw.QQm
Subject: Re: Immediate Attention Requiteo
Brian-
aq rhp ComoanY's CFO, you have the obligation to protect
the integrity of^the books and records of the Company, per
without further obfuscation or delay.

Zach Wade
MRP Realty
Cell - 202.365.9440
Zwade(a)mrpralty:.mm
On Auq 3, 2016, at 9:51 PM, Brian Bharwani

^ hrmn hharwani@inaksQffla^> wrote:
Zach-
I received the first communication from MRP on

this subiect after the conclusion of standard
businLThours this evening. Different parties seem
to have conflicting opinions as to whether
Raymond has been terminated as the CEO. I will
follow-up to this note after I have had the
opportunity to discuss with the Company's legal
council.
Regards,
Brian
on Aug 3, 2016, at 8:30 PM, Zach ^

Wade <7wade@mr.Ptali4dC&!ll> wrote.
Brian--
After sending the formal audit

notification to your attention this
afternoon, we have tried repeatedly to
contact you regarding Mr. Rahbars
termination as CEO and Treasurer of
the Company, but you have failed to
respond and, for whatever reason, have
chosen to be incommunicado in
apparent dereliction of your duties as
the CFO of the Company. You are
hereby directed, on behalf of the MRP
Director, to secure all financial records
of the Company, including those
referenced in my email below, from any
and all unauthorized access or attempt
by anyone to delete, remove, transfer,
change, modify, or otherwise tamper
with the Company's records. Please
acknowledge this directive immediately.
Regards,
Zach
Zach Wade
MRP Realty
Cell - 202.365,9440
Zwade@mrj2reaJt:yjmi
EXHIBIT 14
From; 7^rh Wcide
To: Rrinn nhnrwnni: jaimlcKnakcMfKcuom
CC! lackmn Prentice: aifiLSaas; MflUlSOtk-Sx^lt
Subject! Wrilteti Consent / Requested Audit Materials
Date: Friday, August 05, 2016 5:54:11 PM
Attachments: Cnnsei-it of MakeQ.[tlgsJU..Augs.t3-ZQ.l6-'il
Importance; High
Brian and Jaimie -

In response to the email below from last night, please be advised of the following:
. Jaimie - Attached is the Consent fro.n the MRP Director and ,, ,

removing Raymond Rahbar as CEO of MakeOffices effective August 3, 2016, M.. Rahba s
termination i.s authorized by Section 5,1.1 ^h^.fTte e
counsel for MakeOffices, yon are required to abic e by and enforce, Cênt,
cannot be any legitimate doubt that Raymond Rahbar has been removed as CEO o the
Company in compliance with Section 5,1,1 Please note that a
delivered to Clark Hill, Mr, Rahbars outside counsel, on August 3, 2016 by oui litigation
counsel.
Brian - A,s to your conditions for delivering the reque.sted audit materials to the
Members of MakeOffices per the formal Inspection letter delivered to you on August 3, 2016,
Clvalld d serve L mere prelext for delaying the inspeetloo. As noted alrove, Mr.
Rahbar's termination as CEO is valid and effective; and the Mem^rs have thc nBliMo
inspect the books and records of the Company m accordance with ^
Operating Agreement. The cloud containing these records was never cieated, which also
breach of the Operating Agreement, Therefore, we reiterate our request to receive these
dehvtablls ancf meet tith you on Monday, August 8,2016 at MakeOffices corporate offices
in Rosslyn at 9 AM.
Please confirm receipt of this email and confirm that you will be available on Monday,
August 8, 2016 per our request above. Thank you.
From; Brian Bharwani [mailto;brian.bharwani(S)makeoffices.conn]

Sent; Thursday, August 4, 2016 9;.57 PM
To: Zach Wade <zwade(S)mrprealtY.com>
Cc; Jackson Prentice <.)Prentice(a)mrprealty,com>; RickSaas <rsaa,s(S)mrprea!ty,com>;
scott.morrison@kattenlaw.com; Jaimie Shapiro <jaimie@makeoffices.com>
Subject: Re: REQUIRED RESPONSE
Zach-
It is and has been for the duration of iny employment with MakeOffices my
intent to protect the integrity of the books and records of the Company. I have done nothing
to suggest otherwise.
Until your email correspondence at 8;30pm yesterday evening, I was functioning with a clear
was the first, and only
position on this issue. 1 find myself in a very unclear situation.

s General Counsel, about this issue today, The
1 spoke with Jaimie Shapiro, the company ^
news to her as well, as she has yet to
assertion that Raymond was no longer our CbO was
espondence on this matter from you or anyone else.
receive any corr
Jaimie, copied here, has advised me as follows:
.;s:,r;c:prr=
from oulside counsel one n ay oi c;hniilc] we receive such assurances, 1
Piper for further guidance. biU this too. will take some lone.
for a 9am audit meeting on August 5,
Regards,
Brian
On Aug 4, 2016, at 5:38 PM, Zach Wade <zwatle@mxi2KaJiyM> wiOte:
Brian,
To follow up on yoiii correspondence from last night, we have yet to

receive vour written acknowledgment as the Company's ^ CFO that
understand and will strictly adhere to your obhgat.on o looted
you
the inlegrily of the books and I'ecord.s of the Company. a.e
immediately confirm that you will protect the integrity of the
Company's books and records without further obluscation or dehi).
Fnfthermore pursuant to the. attached Audit Review Notice, please
cS,r* yo will be present .< M.keOffices's eorpoi* offices
99,209) LmJllQmiJllUtLiAMso that our indepentient. external

may meet with you and obtain all oUhe requned
deliverables set forth in our Audit Review Notice.
Zach Wade
MRP Realty
Cell- 202.365.9440
ZnyadeSnarpieallyseiiiii

From; Zacli Wade <Z0Pta.d5#mi:Ri:aLly^^^^
fBitmSarwan!
Subject: Re: Immediate Attention Required
Brian--
have the obligation to protect dte
?r)cds of the Coinpnn,^
s),.)rnrcl.-
bolrXZls ;i.)iOnl funds obfnscn.ion 0, delny.
Zach Wade
MRP Realty
Cell - 202.365.9440
Zmide@i!iq?.ieaJ,ly.r.,eiini
On Aug 3. 2016. at 9;SI PM, Brian Bharwani
Zach-
I received the first communication Irom MRP on this

subject after the conclusion of standard business hours
this evening. Different pailies seem to have conflicting
opinions as to whether Raymond has been terminated as
the CEO I will follow-up to this note after 1 have had
the oppol-tunity to discuss with the Companys legal
council.
Regards,
Brian
On Aug 3, 2016, at 8:30 PM, Zach Wade

<7wade@mrDreiillyEtam->
Brian--
After sending the formal audit notification

to your attention this afternoon, we have
tried repeatedly to contact you regarding
Mr. Rahbar's termination as CEO and
Treasurer of the Company, but you have
failed to respond and, for whatever reason,
have cliosen to be incommunicado in
apparent dereliction of your duties as the
CFO of the Company. You are hereby
directed, on behalf of the MRP Director, to
secure all financial records of the Company,
including those referenced in my email
below, from any and all unauthorized
access or attempt by anyone to delete,
remove , transfer, change, modify, or
otherwise tamper with the Company's
vecor ds. Please acknowledge tills directive
immediately.
Regards,
Zacli
Zach Wade
MRP Realty
Cell 202.365,9440
7.wade@,mi'pi:eaUy^-ai
From: Jdimie Stepim
To: M_Vy.aila
Bmo-Ehaasaci;----- iffi; Riek Sao.s; ;; MasiiitcUtliw
Cc;
Subject: Res: Written Consent / Requested Audit Materials
Date; Monday, August 08, 2016 5:55:06 AM
Zach,
In response to the email you sent on Friday evening, please be advised of the
following:
The company's outside counsel has done a preliminary review of the board dispute
and related audit request, Pursuant to their advice, I have been advised to rnaintain
my original stance on both matters. The Company's officers are m ^
conclude that Raymond has been removed as CEO, and until MakeOffices is able to
reach such a conclusion, we must all proceed with status quo that
still the CEO, Similarly, the Company's officers are within their right to deny MRPs
and Harris's demand for immediate audit rights.
You are directed not to come to or access the Company's offices while this is being
sorted out Our outside counsel requires more time to advise us on vvhether the
Sdit rights are appropriate in light of the nature of the ongoing board dispute. We
are unaWe to grant MRP and Harris audit rights until we have ^
receive advice from outside counsel. Again, you are directed not to come to or
access the Company's offices while this is being sorted out.
Regards,
.lainiie Shapii'o
.MiskoOlTiciis I GeiiCifil Counsel
iakoifiiSuukKbttiismuJi
(703) 599-9932
On Fri, Aug 5, 2016 at 5:53 PM, Zach Wade <zwadMi).mipreaLty,TQm> wrote:
Brian and Jaimie -
In response to the email below from last night, please be advised of the following;
Jaimie - Attached is the Consent from the MRP Director and the l^jris Director
removing Raymond Rahbar as CEO of MakeOffices effective August 3 2016 Mr,
Rahbar's termination is authorized by Section 5,1,1 of the ô^^ning Opeiating
Aareement As legal counsel for MakeOffices, you are requiied to abide by, and
enforce, the Consent, There cannot be any legitimate doubt that Raymond Rahbai
has been removed as CEO of the Company in compliance with Section 5.T
Please note that a copy of the Consent was delivered to Clark Hiil, Mr, Rahbar s
outside counsel, on August 3, 2016 by our litigation counsel.
Brian - As to your conditions for delivering the requested audit materials to the
Members of MakeOffices per the formal Inspection letter vered ^ You on
Auaust 3 2016 they are invalid and serve as mere pietext foi delaying the
inspStion, As notedâbove, Mr. Rahbar's termination as CEO is valid and effective,
and the Members have the right to inspect the books and records of the Cornpany
fn accordance Sthi 9.7,1 of theVrating Agreennent The cl^
these records was never created, which also is a breach of the Operating
Aqreement. Therefore, we reiterate our request to receive these deliverables and
irfeet with you on Monday, August 8, 2016 at MakeOffices corporate offices in
Rosslyn at 9 AM.
Please confirm receipt of this email and confirm that you will be available on
Monday, August 8, 2016 per our request above. Thank you,
From: Brian Bharwani [mailto:MaD,Jaliam:MiMmaJ<fif!leiQni]

Sent: Thursday, August 4, 2016 9:57 PM
To: Zach------ -----------------------
Cc; Jackson Prentice < lPrPntice@mrDrealULaai>; Rick Saas <rs.giisillu;pj:aityAfflm>;
Jaimiu Shapiro <iaimier5)m.3ke.Q.[liSJ:ilDl>
Subject: Re: REQUIRED RESPONSE
Za ch
it is, and has been for the duration of my employnnent with MakeOffices my
wholehearted intent to protect the integrity of the books and records of the
Company. I have done nothing to suggest otherwise.
Until vour email correspondence at 8:30pm yesterday evening, I was functioning
with a cLr mderstanding that Raymond was CEO of the company. Your assertion
was the fkk S only one to the contrary that I know of. Furthermore, Rayrnond
strongly disagrees with your position on this issue. I find myself in a very uncleai
situation.
I SDoke with Jaimie Shapiro, the company's General Counsel, about this issue
todw The assertion that Raymond was no longer our CEO was news to her as
well, as she has yet to receive any correspondence on this matter from you or
anyone else.
Jaimie, copied here, has advised me as follows:
"Brian there is no doubt in my mind that your loyalty, like mine is first and
foremost to the company. As it stands currently, 1 cannot adequately advise you
on what Lion to take. I have received no formal notice Sf ?
terminated as CEO, and your email correspondence with Zach Wade is the drst 1
am hearing of this. Until I have something in an official capaafy
who's opinion is controlling on this matter, it is my advice that you hold Light It is
imperative that we wait until we ^^^ê certa/n assurances from
wav or the other. lA/e do not want to be used as pawns in this dispute. Any
misstep could jeopardize the company. Should we receive such assurances, 1
would be more cLfortable with you supplying documentation and com^^^ for
an audit (provided that you are given reasonable time to do so). It has ^co/rie
evident that the interpretation of the most recent operating agreement is in
disDUte and until these matters are resolved, I think it best foi us to pause.
AgLn our loyalty must remain with the company. Any reasonable person would
agfS that Lis not in the company's best interest to do anything until we receive
consult Clark Hill and/or DLA Piper for further
sufficient advice. We will need to
guidance, but this too, will take some time.
iMBlSiSr
Regards,
Brian
On Aug 4, 2016, at 5:38 PM, Zach Wade '"''Ote:
Brian
To follow up on your correspondence from last night, we

h^vP vpt to receive your written acknowledgment as the
Smoanv^CFO hat\ou understand and wiil strictly adhere
to Zr obligation to protect the integrity of the books and
recLds of the Company. Please immediately confirm that
you will protect the integrily of the Coimpanys books and
records without further obfuscation or delay,
Furthermore, pursuant to the attached Audit Pev^w Notice,
please confirm that you will be present at
corporate offices in Rosslyn (1400 Key
Arlington VA 22209) tomorrow^momNij at 9 AMso that our
independent pxtornal
' auditor may meet with you and obtain
onfeTequlred deliverables set forth in our Audit Review
all
Notice,"
Zach Wade
MRP Realty
Cell - 007.365.9440
Zmdfiîmpiealty-tTem

From: Zach Wade <zw.ad_e@.tiiipLealiy-T^>
Date: August 3, 2016 at 10:07:52 PM EDT
To: Brian Bharwani <bj1aji..Ml3.Ilwa]IL(TuaJieJ2^^^
Cc: Rick Saas <i2PTLSialrrirp!:alt;y.rCflin>r
' c;rn1-t-. moriis.PJlMatteDl^..-CQIIL
Required
Brian-
lifesssps-
TeK Without furthe/ obfuscation or delay.
Zach Wade
MRP Fêalty
Cell - 2,Q2JfiiL214a
on Aug 3, 2016, at 9:51 PM, Brian Bharwani

e-Li^n^hharwani(MMiSX^ wrote.
Zach-
received the first communication from MRP on
Ithis subiect after the conclusion of standard
business hours this evening. Different paîes
seem to have conflicting opinions as to whe he
Ravmond has been terminated as the CEO. i win
follow-up to this note after I have had the
opportunity to discuss with the Company s legal
council.
Regards,
Brian
On Aug 3, 2016, at8;30 PM, Zach
Wade <zwaclej^m.cpi-eiilty-^caoi>
wrote:
Brian-
After sending the formal audit
notification to your attention this
afternoon, we have tried ^Peatedly
to contact you regarding Mr. Rahbar s
termination as CEO and Treasuter of
the Company, but you have failed to
respond and, for whatever reason
have^ chosen to be incommunicado in
apparent dereliction of your duties as
the CFO of the Company. You are
hereby directed, on behalf of the MRP
Director, to secure all financial
records of the Company, including
those referenced in my email below,
from any and all unauthorized access
or attempt by anyone to delete,
remove, transfer, change, modify, or
otherwise tamper with the Company s
records. Please acknowledge this
directive immediately.
Regards,
Zach
Zach Wade
MRP Realty
Cell - ZQLmSMQ-
7warip.@mrDi:ealty,CQm
EXHIBIT 16
? CO'NSBJ^T
; MJ>keOfnces, UA
Pursuant to Section , Ag,-ime.nt , of a majority o. the
7,4 of the Amended and Restated îgnY'), the u dersigned. being gting and constituting a
entitled c ,;-aive,thecallingot holding
Virginia limited liability company company and direct
outstanding Class A Membership -'''ji , | nie Operating Agree the following actions,!
"Kdajority in InterMt" (as that term is helmed .^ of Jmm, 2016 to su thorixed
Consent), as
of a meeting of Members, and eonsent m Addings of the Company (the
that this written consent be filed with the mmutes of pro
by the Operating Agreement and the Act: A authori7,eci to have np
WHElUiAS, ,0 S.=.n f J'"
to five (5) directors serving on i,ts board of diiectc . ( -- -
whereas, as
. rt /W') the Class Membership Unit
WHEREAS, 1 (I) S.c. 4,2 of ,1 Dirooior" w.U be elected
ClMS A<lde.dti. for Clee, A M"be'blEy ,d, ec oi l e ,e
by a vote of (he h'lcnibers that constitute a Majority m Intoieot, and
Member of the Company constituting a Majority Ih-lnterest
m ^ .. of the
WHEREAS, the undersigned, being a A\.ws\c,1
i. and
Company's Class A Membership directorsUnits, desires to elect
to serve as a of the Company
&ci yfeve 2.G.C
NOW- THEREFORE BE IT HEREBY RESOLVED, that the unaersi|êa;:.fylembcmconstitutihg
t:. c to bAjluly elected and qualified, or if no such successor has been duly elected and qualrfied,.to
his succcssoi
seiwe un til subsequently replaced;
further resolved, that any act taken or done by any director or officer or agent of th.c Company
to facilitate the jrmisactiorir/contemplated by this Con,sent is hereby ratified and approved; aud_: .
further resolved, that the facsimile or electronic transmission of a- Members .sagnattifc on the
execution page to'titis Consent shall be deemed such Members original signature, ,E,,'jy-V^;- ,-?.-y. ;MwE .Y;
S
Consenl of the
KCCLltcd this Writie^
tlie undcrsigi'*^^' *'
Ils^:%ITNESS Wl-IEREOT, sd forth al)ovc.
::i^fe60fSceS, LIX as of the date first
iVtEIVlBER;
PSS'n'd'RaWwr, on bsh^l^ of
lx B&st Bio, LL^
A Virginia L.LC
STATE OF \
COUNTY OF
" SiPA^
ASiSS PS" f the
S'lnSo iS mo Bcl P deldS Sid o Janioadon, and deliverod mo samo as such.
seal this 2Al of dJdZl:^ 20Ji/ ..Y.YY

G3IVEN under my hand and official
Notary Public s: 04?A<3/'2-^/F

^ DEBRA LKOSON
NOTAHYPUBUO
-osgsil!'"
EXHIBIT 17
December 21,2016
Raymond Raybar
1400 Key Boulevai'd
Suite 100
Arlington, VA 22201
Re: Mallf.gOffiees,.I.yWriltem Conaeat Diited.AagHjilxlSlI
Dear Mr. Rahbar:

As you brow, on August 3, 2016, MRl UO Partners. LLC (the MR1> Direetor) and Iteis UO
Investors, LLC (the Hams Director), being two of the three members of tlie Board ot Dneotois
of MakeOfirces, LLC, voted by Written Consent to remove you from your positrons as CEO and
Treasurer of the Company, A copy of the Written Consent is enclosed for reference, I his action
war! expressly authoii/.ed by Sections 5,1,1 and 5,1.4 of the Companys Amended and Restated
Operating Agreement, which provide in relevant part as follows:
5.1,1 Chief Executive Officer. For so long as the Board consistsôf
fewer than'four (4) members, Raymond Rahbar may be removed from_ the office
of Chief Executive Officer only by the unanimous approval of the Harris Director
and MRP Director.
5.1.4 Treastner, ... [UJpon the removal of Raymond Rahbar as the

Chief Executive Officer, in accordance with Section 5.1.^1 above, Raymond
Rahbar will automatically be removed from the office ol Treasure!, unless
othei*wise approved by a majority of the Board of Directors,
Despite having been removed more tlmii four and a half months ago, you have continued to act
a,s, and to hold youj:self out aa being, the CEO and Treasurer of'MakeOfficea.
The MRP Director and I-laitis Director hereby reiterate that you have no authority to act os an
officer on behalf of the Company, and, accordingly, we reiterate our past demands that you _
immediately cea.se making business decisions for the Company; cease involving the Company in
new business transactions; and relinquish control of tlie Companys fiiiaiice.s, We are aware of
numerous instances of misappropriation of Company assets by you. involving miJllons of dollans.
The MRP Director and Hanis Director further reiterate that they will hold you personally
responsible for all of youi' .self-interested transactions; for all attorneys lees and oilier liabilities
December 21, 2016
Page 2
you cosocl fc Compoo, to moto in yoni toe.1 dcftme, .nd for .11 other 3,
improperly caused the Company to inom' after your removal as CBO and 1 leasuici on Autost
The MRP Director and the Mania Director reserve all tlBhts with reapeot to the issues addressed
herein.
Sincerely,
Harris UO Investors, LLC
MRP UO Partners, LLC &-il lIvA.d'UsVi'?'-'-"' *
y
/ By: ,
By: ....
Name:
Name:
2- 1./ Title;
'Pitle; ,y'' y
EXHIBIT 18
COMMONWEALTH OF VIRGINIA
H m ^|i
;î >1
STATE CORPORATION COMMISSION
Hiv Office of the Clerk
April 20, 2016
GEORGE SHAPIRO
1464 INGLESIDE AVENUE
MCLEAN, VA 22101
RECEIPT
RE: Raezer Construction, LLC
ID: S6141701
DCN: 16-04-20-5341
Dear Customer:
This is your receipt for $100.00 to cover the fee(s) for filing articles of organization for a limited
liability company with this office.
The effective date of the filing is April 20, 2016.
If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551.
Sincerely
Joel H. Peck
Clerk of the Commission
RECEIPTLC
LLNCD
CISECOM
P.O. Box 1197, Richmond, VA 23218-1197
Tyler Building, First Floor, 1300 East Main Street, Richmond, VA 23219-3630
Clerks Office (804) 371-9733 or (866) 722-2561 (toll-free in Virginia) www.scc.virginia.gov/clk
COMMONWEALTH OF VIRGINIA
AT RICHMOND, APRIL 20, 2016
The State Corporation Commission has found the accompanying articles submitted on behalf of
Raezer Construction, LLC
comply with the requirements of law, and confirms payment of all required fees. Therefore, it
to
is ORDERED that this
CERTIFICATE OF ORGANIZATION
be issued and admitted to record with the articles of organization in the Office of the Clerk of the
Commission, effective April 20, 2016.
By
James C. Dimitri
Commissioner
DLLCACPT
CISECOM
16-04-20-5341
see eFile
ARTICLES OF ORGANIZATION
OF
RAEZER CONSTRUCTION, LLC
The undersigned, pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, states as follows:
1. The name of the limited liability company is Raezer Construction, LLC.
The purpose for which the limited liability company is formed is to engage in any lawful business,
2.
purpose or activity for which a limited liability company may be formed under the Virginia Limited
Liability Company Act.
The name of the limited liability company's initial registered agent is George Shapiro. The initial
3.
registered agent is an individual who is a resident of Virginia and a member of the Virginia State
Bar.
The address of the limited liability company's initial registered office, which is identical to the
4.
business office of the initial registered agent, is 1464 Ingleside Avenue, McLean, VA 22101. The
initial registered office is located in Fairfax County, Virginia.
The address of the limited liability company's principal office where the records of the limited
5.
liability company are to be kept is 1400 Key Blvd, Suite 100, Arlington, VA 22209.
ORGANIZER;
/si Jaimie Shapiro Date: April 20, 2016
Jaimie Shapiro
EXHIBIT 19
MAKEIOFI
July 27, 2016
Brandywine Operating Partnership, LP

Attention; Jeff DeVuono
555 East Lancaster Ave,, Suite 100 Radnor, PA 19087
Email; jeff,devuQno@bdnreit.com
With a copy to legal.noticesifflbdnreit.com
RE; NOTICE OF TENANT ADDRESS CHANGE
To whom it may concern,
This ietter is to Inform you of a change of tenant notice address for UO MARKET STREET, LLC.
Piease send future notices to the following address;
UO market street, LLC

1400 Key Boulevard,
Suite 100 Arlington, VA 22209
ATTENTION; Raymond Rahbar
With Copies to; Legal@makeoffices.com
Please Note; UO Market Street, LLC no longer has a business affiliation or relationship with
MRP, and as such, there should be no further communication with MRP as it pertains to the
business dealings between UO Market Street, LLC and Brandywine Operating Partnership, LP,
Thank you,
Jaimie Shapiro, as General Counsel for UO MARKET STREET, LLC
M 02923
I
MAKE n
J. \ y
July 27, 2016
JBG/Commercial Management, LLC

445 Willard Avenue, Suite 400
Chevy Chase, MD 20815
Attention; Executive Vice President ~ Commercial Asset Management
With copies to;

Greenstein Delorme & Luchs, PC
1620 L Street'NW, Suite 900
Attention; Abraham J. Greenstein, Esq.
To whom it may concern.
you of a change of tenant notice address for UO RTC West, LLC. Please
This letter is to inform
send future notices to the following address;
UO RTC West, LLC

1400 Key Boulevard,
ATTENTION: Raymond Rahbar
With Copies to: Legal@makeoffices,com
Please Note- UO RTC West, LLC no longer has a business affiliation or relationship with
MidAtlantlc Realty Partners, LLC C'MRP"), and as such, there should be no further
communication with MRP as It pertains to the business dealings between UO RTC West, LLC
JBG/Commercial Management, LLC or JB6/REST0N EXECUTIVE CENTER, L.L.C.
Thank you.
<Z.J
Jaimie Shapiro, as General Counsel for UO RTC West, LLC
M 02924
ti-r. ry
MAKE I
July 27, 2016
Shorenstein Company, LI.C

235 Montgomery Street, 16th Floor
San Francisco, CA 94104
Attention; Corporate Secretary
with a copy to:
350 North Orleans Street, Chicago, Illinois 60654

Attention; General Manager

change of tenant notice address for UO River North Point, LLC.
This tetter is to inform you of a
Please send future notices to the following address;
UO River North Point, LLC

1400 Key Boulevard,
With Copies to; Legal@mal<eoffices.com
Please Note; UO River North Point, LLC no longer has a business aff l.aU - >onsh,p wRh
MldAtlantic Realty Partners, LLC ("MRP"), and as such, there should be no further
communication with MRP as it pertains to the business dealings between UO R.ver North Point,
LLC and Shorenstein Company, LLC,
Thank you,
*'
laimie Shapiro, as "Xneral Counsel for UO River North Point, LLC
Wl 02925
MAKEIOFI c
July 27, 2016
c/o Piedmont Office Realty Trust, Inc.,

11695 Johns Creek Parkway, Suite 350
Johns Creek GA 30097
Attention; Asset Manager of East Region
RE; NOTICE OP TENANT ADDRESS CHANGE
This letter is to Inform you of a change of tenant notice address for UO Clarendon, LLC. Please
send future notices to the following address;
UO Clarendon, LLC
1400 Key Boulevard,
With Copies to; Legal@makeoffices,com
Please Note; UO Clarendon, LLC no longer has a business affiliation or relationship with
MldAtlantic Realty Partners, LLC ("MRP"), and as such, there should be no further
communication with MRP as it pertains to the business dealings between UO Clarendon, LLC
and Piedmont Office Realty Trust, Inc.,,
Thank you,
'....
Jalmle Shapiro, as General Counsel for UO Clarendon, LLC
M 02926
rui't t.r Aim
MAKE C ,t i,... i..
July 27,2016
Northwestern Memorial Hospital

541 Fairbanks Court, Suite 1600
Chicago, Illinois 60611
Attention; Real Estate Strategy
With Copies of all notices to;
Office of the General Counsel

Northwestern Memorial Hospital
211E Ontario, Suite 1800
Chicago, Illinois 60G11

of tenant notice address for UO 541, LLC. Please send
This letter Is to Inform you of a change
future notices to the following address;
UO 541, LLC
1400 Key Boulevard,
ATTENTION; Raymond Rahbor
With Copies to; Legal@makaofflces,com
Please Note; UO S41, LLC no longer has a business affiliation or relationship

Realty Partners LLC ("MRP"), and as such, there should be no further communication w t M
fpCrtrS'the buslness'deallngs between UO 541, LLC and Northwestern Memorial
as
Hospital,
Thank you.
---- -
Jaimie Shapiro, as General Counsel for UO 541, LLC
Wl 02927
MAKE \\j'i
6
5; ?;
5i
; ' l ;> .1'
July 27, 2016

STONEWATER ONE NORTH STATE FUNDING, LLC
c/o Transwestern
One North State Street, Suite 950
Chicago, IL 60602
ATTENTION: Property Manager
With a copy to:

FREEBORN & PETERS LLP
311 South Wacker Drive, Suite 3000
Chicago, IL 60606
ATTENTION; Anne R. Garr, Esq.
And a copy to;

STONEWATER PARTNERS
1093 Broxton Ave., Suite A
Los Angeles, CA 90024
ATTENTION: David Stone
RE: NOTICE OF TENANT ADDRESS CHANGE
This letter is to inform you of a change of tenant notice address for UO ONE NORTH STATE, LLC,
UO ONE NORTH STATE, LLC

1400 Key Boulevard,
With Copies to; Lega!(5)makeoffices.com
Please Note; UO ONE NORTH STATE, LLC no longer has a business affiliation or relationship with
MidAtlantic Realty Partners, LLC ("MRP"), and as such, there should be no further
communication with MRP as It pertains to the business dealings between UO ONE NORTH
STATE, LLC and STONEWATER ONE NORTH STATE FUNDING, LLC,
Thank you.
3^
Jaimie Shai^ro, as GeheraTCounsel for UO ONE NORTH STATE, LLC
Wl 02928
I
MAKE OFF i S f '"'
July 27, 2016
c/o Nightingale Properties, LLC

1430 Broadway, Suite 1605
New York, NY 10018
Attention: Elie Schwartz
This letter is to inform you of a change of tenant notice address for UO 1635 MARKET STREET,
LLC. Please send future notices to the following address;
UO 1635 MARKET STREET, LLC

1400 Key Boulevard,
With Copies to; Legal@mal<eoffices,com
Please Note UO 1635 MARKET STREET, LLC no longer has a business affiliation or relationship
with MidAtlantic Realty Partners, LLC ("MRP"), and as such, there should no further
communication with MRP as it pertains to the business dealings
STREET LLC and 1635 Market Street LP, 1635 MARKET STREET MF LP, ASHLEY 1635 MARKE
STREET LP and RC 1635 MARKET STREET LP, or Nightingale Properties, LLC.
Thank you,
r""
.Jaimie Shapiro, as General Counsel for UO 1635 MARKET STREET, LLC
M 02929
MAKE i.'/.>t
July 27, 2016
c/o BlackRock Realty Advisors, Inc,

40 E. 52nd Stre.et 18th Floor New York, NY 10022
Attn: Managing Director of Asset Management
Attn: AT&T Fund - Asset Manager
c/o BlackRock Realty Advisors, Inc

40 E. 52nd Street, 8th Floor
New York, NY 10022
Attn; AT&T Fund - Counsel
With a copy to;

Holland & Knight LLP
131S. Dearborn Street
30th Floor
Chicago, Illinois 60603
Attn; David B. Allswang, Esq.
This letter is to inform you of a change of tenant notice address for MO 1015 15th Street, LLC.
Please send future notices to the following address:
MO 1015 15th Street, LLC

1400 Key Boulevard,
With Copies to; Legal@makeoffices.com
Please Note- MO 1015 15th Street, LLC no longer has a business affiliation or relationship with
MidAtlantlc Realty Partners, LLC ("MRP"), and as such,
communication with MRP as it pertains to the business dealings between MO 1015 15th Street,
LLC and 1015 15'*' Street, Inc.
I
Thank yoU;
heral Counsel for 1015 15th Street, LLC

jaimie Shapiro, as;
M 02930
MAKElOi t 1!
-MO.
July 27, 2016
Mr, Edward J. Lenkin

The Lenkin Company Management, Inc.
4922-A St. Elmo Avenue
Bethesda, Maryland 20814
This letter is to inform you of a change of tenant notice address for MO GLOVER PARK, LLC.
MO GLOVER PARK, LLC

1400 Key Boulevard,
With Copies to: Legai@makeoffices.com
Please Note: MO GLOVER PARK, LLC no longer has a business affiliation or relationship with
MidAtlantic Realty Partners,. LLC ("MRP"), and as such, there be ^further
communication with MRP as it pertains to the business dealings between MO GLOVER PAR ,
LLC and 2201 Limited Partnership II.
Thank you,
A'''
Jaimie Shapiro, as General Counsei'For MtfGLOVER PARK, LLC
M 02931
'A
MAKE fe
July 27, 2016
Wharf 3A Office Reit Leaseholder LLC

c/p Wharf District Master Developer LLC
680 Water Street, SW
ATTENTION; President
With Copies to;
Cooley LLP
11951 Freedom Drive,
Reston, VA 20190
ATTENTION; John Q. Lavoie
To whom it may concern.
of a change of tenant notice address for MO WHARF, LLC. Please

This letter is to inform you
send future notices Vo the following address;
MO WHARF, LLC
1400 Key Boulevard,
With Copies to; Legal@makeoffices,com
P,e. Note: MO WHARF, LLC no longer tes, business aff.ll.tlon ^lotosbip
WHARF 3A OFFICE REIT LEASEHOLDER, LLC,
Thank you,
x-'' A
r-"'
Jaimie Shapiro, as General Counsel tor 0 WHARF, LLC
Nl 02932
EXHIBIT 20
VIRGINIA:
)
MRP UO PARTNERS, LLC, )
)
Plaintiffs, )
)
) Case No. 2017-00817
V.
)
RAYMOND RAHBAR, JR., et aL, )
)
Defendants. )
AFFTRAVIT of BRIAN BHARWANI

below named officer duly authorized to administer
I, BRIAN BHARWANI, before the
oaths, do hereby swear and attest to the following:
and have personal knowledge of the facts set forth in
1. I am over 18 years of age
this affidavit.
at PrecisionHawk USA Inc. I
2.
I am currently the Senior Vice President of Finance
110 Talisman Way, Apt 325, Raleigh, NC 27615, Previously, I have worked
currently reside at
Clarabridge, Inc., and held similar
as
the Vice President of Financial Planning & Analysis at
ies at which I managed the companies financial
positions at a number of other companies
Administration (BBA) degree from Emory University
operations. I hold a Bachelor of Business
Administration (MBA) degree from the College of William and Mary.
and a Master of Business
the Chief Financial Officer
3. From March 28,2016 to December 30,2016,1 was
), the Nominal Defendant in the
(CFO) of MakeOffices, LLC (MakeOffices or the Company
member of the Companys Senior Team, of which
above-captioned action. As CFO, I was a
included Defendant Raymond
there were nine members. Other members of the Senior Team me
Rahbar, the Chief Executive Officer (CEO) of MakeOffices, Defendant Jaimie Shapiro, the
Counsel and Chief of Staff, Defendant Chiis Junior, Defendant Reid Fetters,
Companys General
Chief Marketing Officer (CMO), Manu Aggarwal, the Director of Digital
Shana Glenzer, the
Marketing, Ryan Macaulay, the Chief Technology Officer (CTO), and Robin Paul, the Chief
nine-month tenure at the Company, I had frequent

Operating Officer (COO). During my
with tee individuals about the finances, business and operations of MakeOffices,
contacts
especially with Rahbar,

4. On December 15,2016,1 tendered a letter of resignation to Rahbar, notifying him
December 30. A true and correct copy of my

that I would be leaving MakeOffices effective
is attached hereto as Exhibit A. I resigned my position as CFO after
resignation letter is
discovering serious Improprieties committed by Rahbar with the involvement of other members
of the Senior Team involving material amounts of the Companys assets, as detailed below,
with Rahbar, I believed that he was not honest with
When I tried to address some of these issues
his misconduct and tried to minimize or conceai it. I was put in an untenable position
me about
overlook Rahbars misconduct, as he wanted me to do; yet, I could
because I was unwilling to
I therefore resigned my position as CFO,
not prevent or correct it without his support
TI,. rnmnanvs Aeeo.mting Prarlices and Financial Slatemenjs
Prior to joining MakeOffiees, I interviewed with a number of persons associated
5.
and if the CFO position there was one I felt
with the Company to understand what its needs were
. I met with Rahbar for approximately an hour and a half. I also met
would be a good fit for me
half with Jackson Prentice and Zach Wade, who have been
for approximately an hour and a
behalf of MRP UO Partners, EEC C^MRPUO).
involved with the operations of MakeOffices on
As the MRP Director, Zach Wade represented MRP UO at MakeOffices Board Meetings, A
2
constant theme in these interviews was that the financial statements were in disarray and needed
to be brought into order and corrected as soon as possible.

March 2016,1 made it my priority to familiarize myself
6. Upon being hired in late
with the Companys past and present accounting practices and, relatedly, to create a clean and
of December 31,2015, so that there would be a
reasonably accurate set of financial statements as
reliable baseline from which to measure the Company's Bnancial performance in 2016 and the
years going forward. Reliable financial statements are essential for the Company to conduct its
real estate business - potential landlords insist on seeing them when considering whether to lease
to the Company - and are particularly important for a young, start-up entity like MakeOffices.
For the first two quarters of 2015 - from January through June- the Companys
7.
prepai-ed by the Kullman CPA, LLC (Kulhnan), an accounting firm
financial statements were
working with Rahbar. During that period, each of the Companys different locations was being
held by a different MakeOffices subsidiary entity;
accounted for separately. Each location was
account at bill.com that was used to invoice clients for
had its own bank account; had its own
of books and records. As a result, Kullman was having to
that location; and had its own set
for each location. Kullman recommended
prepare numerous sets of financial statements, one
that MakeOffices adopt an accounting software package called Intacct as a source system into
which the financial information (such as revenue, expenses, invoices, etc.) for all of the different
central repository for the Companys financial

locations could be entered, Intacct would act as a
ion; would allow financial statements to be more easily created and stored; and would
information; ----
the Company as a whole.
also allow for the creation of numerous different financial reports on
MakeOffices adopted the Intacct accounting system in 2015, and it continued
8.
of financial information and to store books and records throughout my
using Intacct for entry
3
tenure . Around the middle of 2015, MakeOffices hired a company called Incubator Finance
('Incubator), to assist with the implementation and use of the Intacct software, and it continued
to retain Incubator thioughout my tenure. Thus, beginning around the middle of 2015, Incubator
would handle inputting of data into Intacct and running reports as needed. However, Incubator
did not take over responsibility for determining the appropriate accounting theory relating to how
financial transactions would be coded and reported on the financial statements (e.g., balance
sheets, income statements, and statements of cash flows),

9. Rahbar got into a dispute with Kullman and fired them as the Company s
accountants after the second quarter of 2015. Incubator continued in its data entry role, but a
vacuum was created as it relates to determining the appropriate accounting theory for financial
transactions and coding financial transactions. It is unclear to me whether Rahbar was doing this
work for the company by himself for the transactions that occurred in the second half of 2015 or
whether he had assistance, but I believe Rahbars involvement to have been substantial. As a
result, I did not have a high degree of confidence in the financial statements produced for the
second half of 2015, and I was required to re-classify numerous transactions to create an accurate
year-end balance sheet for 2015, There were an inordinate amount of re-classifications, which
involved millions of dollars.
10. To correct this problem, I attempted to recreate the companys 2015 year-end
balance sheet. Given the number of accounts that had inaccurate values, it was like a scavenger
hunt for me to track down source documentation to determine the correct year-end balances for
the balance sheet accounts. Complicating matters, I ultimately learned that as of January 1,2016
the Companys bill.com accounts that were used to invoice clients had been consolidated into a
single account. The result of this was a situation where cash receipts were not properly
4
attributed to the correct location. Cash balances for each individual location were incorrectly
the financial statements. In addition, as I was going through the process of

recorded in
end balance sheet, I realized that the Company had significantly
correcting the 2015 year-
overstated the value of its assets. I also realized that this meant Rahbar had sent these inflated
numbers to prospective landlords - now the Company s actual landlords - when applying to lease
space from them to open new locations. The landlords used the numbers as the basis for their
evaluation as to whether the Company was creditworthy and would be able to meet its rent
obligations.
of correcting the books, I had developed a balance sheet
11. At the end of my process
of the end of 2015 that I believed was reasonably accurate. I similarly revised and brought up
as
to date the Companys books for the first quarter of 2016. At the time of my hire, only a subset
of the financial transactions for the first quarter had been recorded by the Company. These
the clients and the corresponding rent payments from them. There was
included the invoices to
record of these expenses was Rahbars
no coding or entry of any expenses; and the primary
personal credit card statement.
12. Going forward from the time of my hire until my resignation - i.e., April through
December 2016-1 took responsibility for properly maintaining the books and recording the
all transactions that 1 was

Companys financial transactions. I did so principally by reviewing
made aware of- for example, credit card purchases, purchases on the Companys Amazon
handled by Patrick McNally), payments received from clients, payments

account (which were
received from the Companys landlords, etc. - determining how they should be coded pursuant
to how to input the transactions into

to accounting principles, and then instructing Incubator as
the Companys Intacct database. I would provide Incubator with spreadsheets on roughly a
5
of the Companys expenses, cross-
monthly basis reflecting verified amounts for each category
incurred. Incubator would input
referenced to the department or use for which the expenses were
, ThisdatawouldenduprefleotedintheCompany-sgeneralledger, The
this data into Intacct
Company should have access to records at transaction-level detail of this type, whether in my
original credit card statements, Amazon statements, or other sources.
excel spreadsheets or in the
of quarterly financial statements that I produced were for September
13. The last set
. But, I continued thereafter overseeing books and
2016, reflecting the third quarter of that year
records and creating monthly reports through November 2016 From that information I know
significant amount of money and was set to post a loss for the
that MakeOffices was losing a
for new employees and
year. The most significant factors contributing to the loss were expenses
locations; increasing operating costs; and poor business decisions by
construction for new
Rahbar, such as excessive travel and entertainment costs. Aldiough the Company was
net loss during this time frame, Rahbar took a purported tax distribution of
experiencing a
$715,000 for himself

Tjfihhars Misapnropriation Of Lease Commissions
MakeOffices uses Avison Young - Washington, D.C., LLC rAyison_Ys!ung")
14.
new office locations for MakeOffices and
as its leasing broker. Avison Young finds potential
with landlords. When a new lease is signed, the landlord pays
assists in lease negotiations
part of its commission with
Avison Young a lease commission. Avison Young often shares
MakeOffices.
I had received in the course of
15. On December 6, 2016,1 was reviewing documents
, LLC (HamsUQ) on behalf
the prior litigation brought by MRP UO and Harris UO, Investors
of MakeOffices. I was Investigating their allegations that Rahbar misappropriated one or more
6
of the Avison Young leasing commission payments that were owed to MakeOffices. I found two
wire transaction receipts showing payments made by Avison Young that troubled me greatly and
ultimately led to me tendering my resignation.

First, on April 27,2016, Avison Young made a wire payment of $215,068.50 to
16.
Sponsors), rather than to MakeOffices. I recognized the name
Raezer Sponsors, LLC (Raezer
Raezer, but I knew that Raezer Sponsors was not a subsidiary of MakeOffices, LLC. I had
previously asked Rahbar about who Defendant Eric Raezer was . Rahbar had told me that Raezer
friend of his who had done some marketing work in 2015 and was paid for it. However,
was a
that Avison Young paid to Raezer Sponsors instead of to MakeOfflees
the lease commission
ignificant. Given the time and effort that I had put
occurred in April 2016, and the amount was
-end balance sheet for 2015,1 had been convinced that all material
into creating an accurate year
debts of the company as of December 31,2015 had been recorded in the Company's financial
no expense accrual or other reflection of any liability to Eric Raezer or

statements. There was
Raezer Sponsors on any of the Companys year -end financial statements for 2015. I had not
heard of any marketing work in 2016 done by Raezer that could have driven this amount of
payment. This concerned me.

I saw a second wire transfer that concerned me even more. The transaction
17.
receipt showed a payment by Avison Young of $400,000 made on September 19,2016, The
show that the payment had been made to UO Management, LLC, one of
receipt appeared to
MakeOfficess subsidiaries. However, when I examined the account number to which the
it matched the account information for Raezer Sponsors

payment was actually made, I saw that it
that Avison Young had attempted to pay
from the April 2016 payment. This indicated to me
MakeOffices entity its share of Avison Young's leasing commission, but that Avison Young had
7
actually been given account information for Raezer Sponsors - an entity I knew was not
affiliated with MakeOffices. Rahbar managed the relationship with Avison Young, so he had the
authority to provide the wire instructions to Avison Young. This was the moment when I
choice but to resign after I fulfilled my duties to report what I had found to
decided that I had no
the Board of Directors and investigate appropriately.
18. On the evening of December 6,2016,1 called Defendant Jaimie Shapiro to share
what I had just learned. Shapiro had two roles at MakeOffices: Chief of Staff and General
Counsel. Her Chief of Staff role was operational, not legal, in nature. She was responsible for,
among other things, traveling to the Companys various locations to manage the staff who ran
them, developing procedures, and other operations issues. I turned to Shapiro because of her role
General Counsel. I wanted to report these payments to the Companys outside litigation
as
counsel, Clark Hill, but Shapiro wanted me to meet with her and Rahbar first.
Accordingly, on the morning of December 7, 2016,1 met with Rahbar and

19.
itv to- offer whatever commentary he had on the payments
Shapiro to allow Rahbar an opportunity
that went from Avison Young to Raezer Sponsors, instead of MakeOffices. Rahbar was
dismissive about the payments. He said that Eric Raezer was still owed money under a contract
that was put in place the year before. Rahbar claimed that similar contingent contracts were sent
to multiple marketing firms in connection with the renaming and rebranding of the Company
from Uber Offices to MakeOffices. In offering an explanation as to
when it changed its name
of the payments appeared to be made to UO Management when it, in fact, went to
why one
Raezer Sponsors, Rahbar indicated that a clerical error had been made on his part. After the
conclusion of the meeting, Shapiro initially expressed litUe concern with the situation. However.
8
at my urging, our next action was to relay my findings and the discussion points from the
meeting with Rahbar to the Clark Hill law firm.
20. In the meeting that occurred on the morning of December 7, Rahbar indicated
that contingent contracts similar in form and nature to the one entered into with Raezer Sponsors
were put in place with other marketing firms. Despite multiple requests from me, I was provided
with only one other executed contract on the afternoon of December 29,2016, the day before I
left MakeOffices. That contract was with Falcon Labs and the initial version that was provided
to me by Shapiro did not include its notary page. After I inquired about the missing notary page,
Shapiro quickly (ha, within minutes) provided me an alternate version of the contract that
included the notary page. However, one of the dates on the notary page did not match the
agreement date. I was shocked that MakeOffices purportedly had a $1 million obligation that
was not reflected on its financial statements. The amount of the contract was shocking because,
at the time the contract with Raezer was supposedly entered into, the Company only had
approximately $800,000 - $1 million in cash to fund all of its operations. Rahbar had effectively
pledged all of the Companys operating funds to Raezer for what were minimal services.
21. Because I was unsatisfied with Rahbars explanations at our meeting on the
ins of December 7,1 decided to investigate the matter further on my own. First, I met with
morning
Shapiro at a coffee shop in Clarendon and explained the gravity of Rahbars diversion of these
funds to Raezer Sponsors, She recognized how serious this matter was. I then went to BB&T,
where MakeOffices has a number of accounts, to see who had access to the various accounts.
Rahbar is the master administrator on a suite of BB&T accounts, some of which are related to
MakeOffices, others of which are not. He had given me access only to the accounts that were
related to MakeOffices. As the BB&T banker was reviewing the various MakeOffices accounts
9
with me, I noticed that an account for Raezer Sponsors appeared in Raymonds banking profile.
This was surprising to me because Raezer Sponsors was not one of MakeOfficess subsidiaries
or affiliates. I saw that, rather than solely belonging to Eric Raezer as I had assumed, Rahbar
had access to the Raezer Sponsors banlc account. This meant to me that when Rahbar diverted
the Avison Young lease commissions that were owed to MakeOffices to Raezer Sponsors, he
had given himself direct access to the funds.
22. I went back through the documents that had been presented to me through the
saw
Harris UO and MRP UO litigation, which included bank statements for Raezer Sponsors. I
that Raezer Sponsors only opened a bank account with BB&T in April 2016 - just in time to
receive the first Avison Young lease commission payment of $215,068.50 - and that the
statements cut off just before the $400,000 lease commission payment that was made in
September. I also noticed that there was only minimal other activity in the account. One of the
few other transactions appeared to be $200,000 from Raezer Sponsors to a Rahbar personal
account.
23.
After discovering this new information about Raezer Sponsors, I met one last time
with Rahbar on the afternoon of December 7, 2016 to confront him with the information. Shapiro
was present as well. To carry out my fiduciary duty as CFO, I explained to Rahbar why the
transactions with Raezer Sponsors were problematic, but Rahbar again dismissed my concerns.
This time, he acknowledged having access to the Raezer Sponsors bank account, but said that the
only reason why he had access was to help Eric Raezer fill out his taxes. It did not make sense to
that Rahbar would need direct access to the Raezer Sponsors banlc account in order to help
me
prepare tax returns, particularly when those returns weie not due for another year. At this point,
earlier conversation that I had had with Rahbar about MakeOffices running low on
I recalled an
10
money, in which Rahbar stated that he could get Eric Raezer to loan the company $400,000 -
La, the same amount as the September Avison Young payment. I explained to Rahbar that it
appeared as if the Raezer Sponsors account was being used to give Rahbar an option on the
funds from Avison Young. From my perspective, Rahbars diversion of the Avison Young
dollars from the Company account to the Raezer Sponsors account enabled Rahbar to send funds
directly to himself or to the company in the form of a loan. I am unaware of any such loan,
however. In any event, Rahbar failed to provide me with a credible explanation as to why these
funds were in the Raezer Sponsors account, rather than a company account. To my knowledge,
Shapiro never asked Rahbar to return these funds to the Company.
24. In previous conversations with Rahbar, months before my findings on December
6,2016, he had informed me that there had been instances in the past where Avison Young had
directly paid vendors on behalf of MakeOffices. I had asked him to try to recall all of those
instances for me, since there was no practical way for me to verify the legitimacy of these vendor
payments. He outlined thi'ee or four occasions in past years where this had happened. He did
not mention either of the two payments to Raezer Sponsors. This is especially curious because
he was able to recall transactions for smaller dollar amounts, at points farther in the past to
people that he did not know as well as Raezer. However, he omitted from the list that he
provided me more recent transactions, for material dollar amounts, made to a personal friend.
For this reason, I believe that Rahbar intentionally withheld information from me relating to the
payments made by Avison Young to Raezer Sponsors.
Rahbars Tenant Improvement Scheme
25. Shortly after I was hired, Rahbar disclosed to me the following scheme.
reimburse the Company for certain types of build-out costs. Rahbar s

Landlords would agree to
11
plan was to falsely inflate certain elements of the Companys build-out costs and submit falsified
tenant reimbursement packages. This was done so that it would appear to the landlords that the
reimbursable build-out costs were higher than they actually were. To accomplish this, Rahbar
used Raezer Construction, LLC (which I understand replaced American Majestic Construction,
LLC, a business that he and his parents control) to pose as the general contractor for
MakeOffices build-out projects and to acquire necessary project materials, including glass.
carpet. lighting, and other furniture, fixtures, and equipment. Neither Raezer Construction nor
American Majestic, however, was the general contractor actually building the tenant
improvements; other contractors unaffiliated with the Company would actually perform the
work.
Unwittingly, the landlords would reimburse MakeOffices for hundreds of
26.
thousands of dollars or more of costs that the Company never actually incurred.
27, Given my exposure to the Companys financial statements, I believe it is likely

financial transactions relating to American Majestic that are not recorded
that there are numerous
properly in the Companys 2015 financial statements.
Rahbars Excessive Distributions

From the time I was hired up until a Board of Directors meeting that occurred
28,
in early June of 2016, my main focus was repairing the Companys financial statements so that I
could present a clean set of statements at the meeting that accurately reflected the Companys
financial condition. In the course of the process, I discovered that Rahbar had taken large
distributions of cash from the Company in the latter part of 2015 totaling hundreds of thousands
of dollars. These were very material amounts given the Companys cash position.
12
29. I worked with Rahbar to try to quantify the total amount of the distributions.
Because I was still new to the company, and given the poor state of the Companys books, I had
to rely on Rahbar for information about the distributions to try to recreate what he had done.
Rahbar told me that he had taken approximately $540,000 in distributions m 2015, but, as
discussed below, I later learned that he had taken a total of $715,000. His rationale for the
distributions was that he was entitled under the Operating Agreement to take tax distributions.
30. In the lawsuit MRP UO and Harris UO filed on behalf of MakeOffices in August
2016, they asserted that Rahbar had taken unauthorized and excessive distributions that were not
permitted under the Companys Operating Agreement. I decided to revisit and further research
the issue of Rahbars distributions in light of that claim. I was able to determine that the cash
distributions that Rahbar took in 2015 actually totaled $715,000, I also calculated that, assuming
that Rahbar was entitled to take distributions -1 am aware that there is a dispute as to whether he
was allowed to take distributions without notifying the Board of Directors and obtaining its prior
approval - he would only have been allowed to take $536,810 in tax distributions in 2015 based
2014 profitability. Rahbar did not submit any of his personal tax filings or tax documents for
on
my review, and, therefore, I could not know what his actual tax liability was. These distributions
were all taken by Rahbar in the 4' quarter of 2015. The Company would not have been in a
financial position for Rahbar to have taken these distributions but for the cash inflows allowed
under the Facility Agreement executed by Rahbar with EagleBank and the $1 million equity
investment of Harris UO. The line of credit under the Facility Agreement had been drawn down
in its entirety - a total of $3 million - by 12/31/15, In fact, the Company had $1.8 million in
of 12/31/15 and would have been in a negative $2.2 million cash position absent fully
cash as
drawing the line of credit and the Harris UO investment.
13
31. On December 13, 2016,1 sent a letter to the Companys Board of Directors,
which included information on Rahbars distributions. A true and correct copy of that letter is
attached hereto as Exhibit B.
32. In addition to the distributions to Rahbar in 2015,1 am aware that distributions
were made to Defendant Chris Juniors member company, Best Inbestuhment, LLC, and to
Ethan Assals member company. Current Yield With Participation Fund I, LLC. The latter
company also received distributions in 2016. No distributions to Hands UO or MRP UO were
made in 2015 or 2016.
Rahbars Use Of A Company Credit Card For Personal Expenses
33. When I began at MakeOffices in March 2016, Rahbar was using his personal
Bank of America credit card to pay both Company expenses and his personal expenses. He
would do a rough calculation of the amount of charges that were company related in nature and
make corresponding payments against his personal credit card out of the Companys checking
account. These payments were typically made in round-number amounts of tens of thousands of
dollars - e,g,, $30,000, $90,000, $50,000, etc. The fact that more detailed records werent kept
compounded to the problem of the comingling of company and personal funds.
34. Not long after I joined the Company, I urged Rahbar to discontinue the use of his
personal credit card to pay for personal and Company expenses and, instead, to use it for
company purchases only. Although the credit card was now to be used only for Company
expenses. the account number remained in Rahbars personal name. This meant that it was
Rahbar personally who received into his own personal account any cash rewards generated from
the cards use for Company purposes.
14
In my role as CFO, I began regularly reviewing the statements for Rahbars credit
35.
card. Given that in most cases receipts for purchases made on the credit card were not
maintained, the credit card statement often functioned as the receipt for the associated purchases.
Rahbar did not keep receipts, invoices, or other proof for his credit card expenditures, nor did he
documentation that the amounts of Company cash he was withdrawing

submit any calculation or
actually correlated to legitimate business expenses as opposed to his personal expenses.
Therefore, the best I could do was to scan the purchase descriptions on the statement itself,
unintelligible, and compare them with my memory or whatever
which frequently were vague or
other information that I could gather from others in the Company, As a practical matter, this
that I simply could not know whether they were personal to Rahbar or legitimate
approach meant
business expenses. This was especially true for meals and entertainment entries. I often could
not tell whether a particular restaurant meal, for example, was purchased for a business purpose
meal that Rahbar bought for himself. In the instances where I was
like a client meeting or was a
confirm that a credit card expense was personal in nature to Rahbar, I would discuss the
able to
transaction with Rahbar, and he would make a personal payment on the credit card to cover the
expense,
36. The sheer volume of meals and entertainment transactions that appeared on the
of America credit card indicate that the majority of all meals that Rahbar was consuming
Bank
transaction-by-transaction basis I had no way of
were being charged to the Company. On a
knowing which meals were business related. However, the volume of meals related charges
leads me to believe that a significant portion of the meals expenses charged to the Company were
actually personal in nature.
15
The clearest example of Rahbars misuse of Company funds for meals and
37.
entertainment purposes relates to a trip he took to London with two other MakeOffices
employees In October 2016. Rahbar informed me that the trip was for business purposes to
identify potential locations for expansion. However, at the time of the trip MakeOffices had no
immediate plans to expand internationally, and even if the Company had the desire to do so, it
did not have the financial wherewithal to make that desire a reality. Over the course of the three-
day trip, Rahbar and his two companions spent approximately $15,000 on meals and
entertainment alone - or roughly $ 1,700 per person per day. While the appropriate level of
meals and entertainment spending can be somewhat subjective, in my experience this level of
spending is unreasonable and excessive, given that there was no clear and immediate business
reason for the trip.

Tke Of Company Funds To Pay Ppr.nnal Living Expenses
At an inspection of the books and records of the Company conducted by Hams
38.
asked about apartments being paid for by MakeOffices. Prior to the
UO and MRP UO, I was
of all of the apartments that MakeOffices was paying for.
inspection, I did not know the locations
After the impectiou I researched the issue on my own. including surveying employees who had
traveled to and used the apartments. I concluded that the Company maintained three apartments
leased only three sites there, In most months I saw four to

in Chicago, although the company
bank statement relating to apartment rent, generally
five charges flow through the credit caid or
, Given the minimal descriptions on the credit card statement, I did
in the $3,000 to $4,000 range
. After multiple attempts to engage Rahbar on the
not know where the other apartments weie
months the Company paid the rent on the apartment in which
topic, he informed me that in most
16
he lived in Arlington, Virginia. He also indicated that in many months the Company paid the
rent for Defendant Reid Fetters.

I asked Rahbar what his justification was for paying his personal rent with
39.
that he had established a policy to pay the rent of employees who
Company funds. He told me
travel more than 50% of the time in a given month in order to eompensate them for the lost
. Rahbar said that this policy appears in his written compensation

enjoyment of their residences
....ngement which I Understand to be refleeted in the Written Consent dated 3/14/16. To my
MakeOfflces employee submits time records or travel logs to the Company to

knowledge, no
demonstrate when they are traveling and when they are home.
40. Rahbar also caused the Company to lease two vehicles. One lease is with
Mercedes, and the other is with BMW. It is my understanding that Rahbar maintains possession
ion ofthe other vehicle. To my
of one ofthe two vehicles and Shapiro maintains possession
knowledge, neither submits records relating to when the vehicles are used for Company business
After the lawsuit brought by MRP UO and
and when the vehicles are used for personal business.
Harris OO that challenged Rahbars misuse of Company ftinds had been filed, Rahbar, using
ofthe two vehicles.
Company funds, prepaid multiple years worth of monthly payments on one
weak cash position, there was no rational reason
From my perspective, and given the Company s
to voluntarily make these payments early.

books and records and from internal
41. I know from my review of the Companys
paid the legal fees ofthe law firms that Rahbar hired to defend
discussions that MakeOffices has
is UO and MRP UO, most notably Freeman Rauch,
himself personally in the litigations with Harris
LLC.
17
Regarding Rahbars compensation. I know that, at the time I was hired, Rahbar
42.
was receiving minimal compensation by way of salary. When I asked him why he did no. take a
that he did not need the money and would rather leave it in the Company.
full salary, he told me
learned that the Company paid for the majority of
43. However, in my role as CFO, I
paid for his apartment; the majority of his food, which
Rahbars living expenses. The Company
; his vehicle; his travel expenses; and his
he was eating almost exclusively at restaurants
. Furthermore, he took hundreds of thousands of dollars of distributions
entertainment expenses
from the Company in 2015. On top of tot. he ultimately did write himself acheck from the
Company in late 2016 for $180,000 of executive pay. Although I had requested, as CFO, to take
ceded control over payroll functions.

over payroll duties shortly after I was hired, Rahbar never
Harris UP, MKP IJO. And Eaglej^
ttnbhars Accusations Against Ron
Board of Directors held a Board Meeting. The
44. On June 8,2016, the Companys
persons present at the meeting included Zach Wade. Ron Paul, Raymond Rahbar, me, Manu
Director of Digital Marketing, and Jackson Prentice, who attended the

Aggarwal, the Companys
week after the meeting, Rahbar told me that he wouldnt
meeting remotely. Approximately
investor in MakeOffices via member Harris UO and a
continue to work with Ron Paul, who is an
MakeOffices-s Board. Ron Paul is also the Chairman and CEO of EagleBank, the
Director on
MakeOffices. Rahbar said that he received an e-mail from Ron Paul that was
primary lender to
and also indicated that EagleBank would not let
critical of his management of MakeOffices
MakeOffices draw on its loan facility without Ron Pauls approval.
On July 11,2016. Rahbar held a meeting in Chicago that included most of the
45.
At the meeting he said that
members of the Senior Team at the Companys River North location.
after him and MakeOffices and
Harris UO and MRP UO were improperly and illegally coming
18
risk of losing control of the Company. To convince ris, he
that he and the Senior Team were at
delivered a prepared presentation in which he projected documents on screen and explained
showed. Rahbar said the documents showed that his
what he claimed each of the documents
loan guarantee relating to the Companys credit facility in order
signature had been forged on a
him and force him out of the Company. Rahbar also said that Ron
to put economic pressure on
Paul had cut off MakeOfficess access to its credit facility with EagleBank. Rahbar also said that
Paul had violated other ethics-related regulatory statutes. Rahbar told the members of the Senior
Team that were in the meeting that he was getting ready for wai with Harris UO and MRP UO.
Rahbar made a point of saying that he was not going to send e-mails about the
46.
in
presentation to the Senior Team because he did not want anything about the presentation i
, He said he would only show the contents of his presentation to us in person. He
writing
instructed the Senior Team not to send e-mails about what he had told us.
47. Rahbar also repeated the above accusations about Ron Paul, Harris UO, and MRP
he felt Mr, Paul should be investigated for unethical
UO to me from time to time, including that
practices.
After the fallmg out that occurred in mid-June, the Company was abie to access
48.
. MakeOffices withdrew the last
its loan facility with Eagle Bank on three additional occasions
$500,000 of cash available under the facilitys $3 million revolving line of credit, and it also
of the summer of 2016. After receiving

obtained two $500,000 letters of credit over the course
new
the two $500,000 Letters of Credit in the summer of 2016, Make Offices did not sign any
leases for which a letter of credit would be needed. MakeOffices did not pay down any of the $3
no more cash
million line of credit that it had exhausted in June, and, therefore, there was
that his strategy against Harris UO and Ron Paul
available for it to borrow. Rahbar told me
19
included appearing cooperative outwardly for long enough to extract as much debt as possible
before changing to a more aggressive path forward.

Rahbars strategy also involved moving the majority of the Companys funds
49.
away from EagleBank, its primary lender. Prior to entering into the $10 million credit facility
with EagleBank, MakeOffices banked primarily at BB&T, and the four legacy locations held
accounts there. When the Company opened the EagleBank credit facility, as a requirement of
Company additionally opened accounts at EagleBank. However, following

the facility, the
^ in mid-June, Rahbar instructed me to move the Companys funds
Pauls critical e-mail to Rahbar in
at EagleBank over to BB&T over a period of time. Rahbars view was that the Companys loan
facility only required that MakeOffices use EagleBank as its primary bank, not that EagleBank
had to be the Companys only bank. However, as the cash balance got smaller and smaller at
not true that MakeOffices held its primary cash accounts with EagleBank.
EagleBank, it was
50. Around the start of August 2016, Rahbar informed me that he no longer viewed
MRP UO as a member of MakeOffices. Prior to the falling out in mid-June, Rahbar had referred
to and treated MRP UO as a member. In the Companys financial records - including records
that I distributed at the June 8, 2016 Board Meeting with Rahbars approval - there are
member; and that it owns approximately 22% of the
documents reflecting MRPs status as a
else dispute these facts prior to mid-June 2016.
Company. I never heard Rahbar or anyone
would not distribute tax documents such as K-ls to MRP
Rahbar also decided that the Company
UO.
$600,000 of the
51. After I confronted Rahbar about his diversion of over
December 7, 2016, he refused to
Companys commission payments from Avison Young on
speak with me again.
20
52. On August 3,2016,1 received an Audit Review Notice from Zach Wade and Ron
behalf of MRP UO and Harris UO. Exhibit 9 to the
Paul, two of the Companys Directors, on
of the Audit Review Notice. The
Verified Complaint in this action is a true and accurate copy
to different categories of the Companys documents and information. I
Notice requested access
of the information requested. Shapiro and I also
was instructed by Shapiro not to provide most
on and shortly after August 3.
corresp onded with Zach Wade about the inspection notice
Exhibits 10 through 15 to the Verified Complaint in this action are true and accurate copies of
this correspondence.
21
The foregoing statements are true and correct.
<Z
Brian Bharwani
)
DISTRICT OF COLUMBIA ) ss;
)
SUBSCRIBED AND SWORN TO before me this of April, 2017.
7
/
v<-
Notary Public
CHRISTINE RENEE LE8SNER
My Commission Expires noiahwbuc district of CaUMBIA
My Commission Expires November 30,2021
district of COLUMBIA: SS
SUBSCRl
fm'
f'/t
L.7^notary PUlCi
o ^pV
O Z CXP. C\ ri'
o : 50
,, . . 11-30-21 / f
4
..........
22

2017-04-07 Amended Complaint 2017-00817

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2017-04-07 Amended Complaint 2017-00817

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VIRGINIA:

L.L.C., alleging as follows:

NATURE OF THE CASE

1. This action arises from the mismanagement, misconduct, misappropriation of

Treasurer of MakeOffices since its formation in 2011.

Company in numerous ways, including by misappropriating millions of dollars of Company

benefits unrelated to Company business, including repayment of Rahbars student loans.

Plaintiffs from discovering the full extent of his misconduct.

4. Rahbars conduct is part of a desperate and transparent scheme to retain control of

the Company so as to cover up years of mismanagement and financial impropriety and to

Company and to Plaintiffs individually.

5. Plaintiff MRP UO Partners, LLC is a limited liability company organized and

Columbia, and which regularly conducts business in the Commonwealth of Virginia.

6. Plaintiff Harris UO Investors, LLC is a limited liability company organized and

Maryland, and which regularly conducts business in the Commonwealth of Virginia.

7. Nominal Defendant MakeOffices, LLC is a limited liability company organized

Commonwealth of Virginia, and which regularly conducts business in the Commonwealth of

8. Defendant Raymond Rahbar, Jr. is a citizen of the Commonwealth of Virginia,

believed to reside at 2250 Clarendon Boulevard, Unit 1605, Arlington, Virginia.

11. Defendant Chris Junior is a citizen of the Commonwealth of Virginia, who

the co-founders of MakeOffices.

12. Defendant Mahrou Rahbar is a citizen of the Commonwealth of Virginia, believed

13. Defendant Raymond Rahbar, Sr. is a citizen of the Commonwealth of Virginia,

conducts business in the Commonwealth of Virginia. Shapiro serves as general counsel to

appoint to the Board of Directors, as more fully described below.

15. Defendant Eric Raezer is a citizen of the Commonwealth of Virginia, who

attempted to appoint to the Board of Directors, as more fully described below.

16. Defendant Reid Fetters is a citizen of the Commonwealth of Virginia, believed to

.TURISDICTTON AND VENUE

Virginia Code 17.1-513, 8.01-328.1(A)(1), and 8.01-328.1(A)(6), because the Defendants

have an interest in real property in the Commonwealth of Virginia, Defendants transacted

business in the Commonwealth of Virginia, Defendants caused tortious injury in the

costs, and attorneys fees.

the Plaintiffs causes of action arose.

FACTS COMMON TO ALL COUNTS

reportedly was a co-founder of MakeOffices,

funds, as more particularly described below.

On April 15, 2015, a letter of credit in the amount of $1,500,000.00 to be used as a

On May 15, 2015, a cash payment in the amount of $50,000.00; and

hereto as Exhibit 1. The Letter Agreement expressly recognizes MRP UO to be in full

hereunder are in full satisfaction of the MRP Contribution).

Investment Trust (the Guarantor) to execute a guaranty agreement pursuant to which it

is the grantor of the Potomac Investment Trust.

II. THE OPERATING AGREEMENT

Exhibit 3, at 10-11 (emphasis added).

removed from the office of Treasurer:

4.6 Action by the Board of Directors Without a Meeting. All actions

7.2.1.5 sell, transfer, lease, license or otherwise dispose of any assets

7.2.1.9 pay or declare any dividend or distribution on any Membership

7.2.1.12 increase or decrease the authorized number of Directors

7.2.1.13 create any subsidiary (excepting any subsidiaries created in

7.2.1.14 change the accountants employed by the Company or change

Exhibit 3, at 15-16 (emphasis added).

1.1.19, which provides as follows;

1.1.19 Majority in Interest means a combination of Members who,

or a Member or Members, for example - was clearly intentional. By requiring a combination

vote or approval of a Majority in Interest.

Exhibit 3, at 12-13 (emphasis added).

by the Members during reasonable business hours:

Exhibit 3, at 25 (emphasis added).

A. Fraudulent Tenant Improvement Scheme

45. At Rahbars direction, the Company has perpetrated a multi-year scheme to

improvement budgets for MakeOffices locations, MakeOfficess former Senior Construction