REBUILD MIAMI-EDGEWATER, LLC Amended and Restated Operating Agreement

Exhibit 2.1

REBUILD MIAMI-EDGEWATER, LLC
Amended and Restated Operating Agreement

This Operating Agreement (the “Agreement”) is created this 22 day of December, 2015, by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Member”) and USA Capital Management, Inc. a Puerto Rican Corporation a/k/a USA Capital Management Co., Inc., a Puerto Rican Corporation (the “Manager”).

Explanatory Statement

The Member and Manager have organized and operated a limited liability company in accordance with the terms of, and subject to the conditions set forth in the articles of organization and this Agreement.

Section I
Defined Terms

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

“Act” means the Florida Limited Liability Company Act, as amended from time to time.

“Agreement” means this Agreement, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company organized in accordance with this Agreement.

“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“Interest Holder” means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

“Involuntary Withdrawal” means, the occurrence of any of the following events:

(i)

The Member makes an assignment for the benefit of creditors;

(ii)

The Member files a voluntary petition of bankruptcy;

(iii)

The Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding;

“Manager” means any person named in the articles of organization as an initial Manager of the Company and any person hereafter elected as a Manager of the Company as provided in this Agreement, but does not include any person who has ceased to be a Manager of the Company.

“Member” means the Person signing this Agreement and any Person who subsequently is admitted as a member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) right to participate in the management of and vote on matters coming before the Company; and (iv) unless this Agreement or the Articles of Organization provide to the contrary, right to act as an agent of the Company.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Positive Capital Account” means a Capital Account with a balance greater than zero.

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

“Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Department of State” means the Florida Department of State.

“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (i) the sale or gift by Member of all or any part of her Interest, (ii) an assignment of Member’s Interest due to Member’s Involuntary Withdrawal, or (iii) because Member dies and the Persons are Member’s personal representatives, heirs, or legatees.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

“Withdrawal” means a Member’s dissociation from the Company by any means.

Section II
Formation and Name; Office; Purpose; Term

2.1 Organization. The Member and Manager hereby organize a limited liability company pursuant to the Act and the provisions of this Agreement and, for that purpose, have caused Articles of Organization to be prepared, executed and filed with the Department of State on December 16, 2014, as amended on this date December 22, 2015.

2.2 Name of the Company. The name of the Company shall be “Rebuild Miami-Edgewater, LLC.” The Company may do business under that name and under any other name or names upon which Manager may, in his sole discretion, determine. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a fictitious name registration as required by law.

2.3 Purpose. Company is organized to purchase, finance, own, improve, operate, lease, manage and or ultimately dispose of that certain parcel of improved real property (hereinafter the “Property”) legally described in Exhibit “B” attached hereto and to engage in such other lawful activities as are reasonable and necessary or useful to the furtherance of the foregoing purpose, upon and subject to the terms and conditions of this Agreement.

2.4 Term. The term of the Company began upon the acceptance of the Articles of Organization by the Department of State and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Section VII of this Agreement.

2.5 Principal Office. The principal office of the Company shall be located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at any other place which Member, in her sole discretion, determines.

2.6 Registered Agent/Registered Office. The name and street address of the Company’s registered agent and registered office in the State of Florida shall be Ritter, Zaretsky, ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, located at: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

2.7 Member. The name, present mailing address, and Interest of each Member is set forth on Exhibit “A”.

Section III
Capital; Capital Accounts

3.1 Initial Capital Contributions. Upon the execution of this Agreement, Member shall contribute to the Company the cash and property set forth on Exhibit “A”.

3.2 No Other Capital Contributions Required. Member shall not be required to contribute any additional capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.

3.3 Loans. Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

3.4 Capital Accounts. A capital account shall be maintained by the Company for the Member.

Section IV
Profit, Loss, and Distributions

4.1 Distributions of Cash Flow. Cash Flow for each taxable year of the Company shall be distributed to Member no later than seventy-five (75) days after the end of the taxable year.

4.2 Allocation of Profit or Loss. All Profit or Loss shall be allocated to Member.

4.3 Liquidation and Dissolution. If the Company is liquidated, the assets of the Company shall be distributed to Member or to a Successor or Successors.

Section V
Management: Right, Powers, and Duties

5.1 Management. Except for situations in which the approval of the Member is required by this Agreement or by nonwaivable provisions of applicable law, the Manager shall have the sole and exclusive control of the management, business and affairs of the Company, and the Manager shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:

(a) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;

(b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;

(d) collecting sums due the Company;

(e) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;

(f) acquiring, utilizing for Company purposes, and disposing of any asset of the Company;

(g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt;

(h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;

(i) obtaining insurance for the Company;

(j) determining distributions of Company cash and other property as provided in this Agreement;

(k) establishing a seal for the Company; and

(l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.

5.2 Liability and Indemnification.

5.2.1 The Manager shall not be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by her with respect to Company matters, except for fraud.

5.2.2 The Company shall indemnify Manager for any act performed by her with respect to Company matters, except for fraud.

Section VI
Transfer of Interests and Withdrawals of Members

6.1 Transfers.

6.1.1 Transfers by Member. Member may Transfer all, or any portion of, her interest or rights in, her Membership Rights to one or more Successors.

6.2 Transfer to a Successor. In the event of any Transfer of all or any part of Member’s Interest to a Successor, the Successor shall thereupon become a Member and the Company shall be continued.

Section VII
Dissolution, Liquidation, and Termination of the Company

7.1 Events of Dissolution. The Company shall be dissolved upon the happening of any of the following events:

7.1.1 if the Member determines to dissolve the Company.

7.2 Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the Person(s) who is/are the Member(s) of the Company in proportion to her/their Interests.

7.3 Filing of Articles of Dissolution. If the Company is dissolved, Articles of Dissolution shall be promptly filed with the Department of State. If there are no remaining Members, the Articles of Dissolution shall be filed by the last Person to be a Member; if there are no remaining Members, nor a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Member.

Section VIII
Books, Records, Accounting, and Tax Elections

8.1 Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Manager shall unanimously determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

8.2 Books and Records. The Manager shall not be required to keep or cause to be kept complete and accurate books and records of the Company nor supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices.

8.3 Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Manager, subject to the requirements and limitations of the Code.

8.4 Manager Compensation (Fees). The Manager shall be compensated a fee equal to two percent (2%) of the total assets of the Company, on an annual basis. Any fees not paid in any year shall accumulate and be paid out at the Manager’s discretion. In addition, the Manager shall be entitled to an amount equal to twenty percent (20%) of all profits earned by the Company.

Section IX
General Provisions

9.1 Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Florida.

9.2 Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Operating Agreement or the intent of the provisions hereof.

9.3 Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

9.4 Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Operating Agreement which are valid.

IN WITNESS WHEREOF, the Member and Manager have executed this Agreement under seal, as of the date set forth hereinabove.

	MEMBER(s):

	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

	MANAGER:

	USA CAPITAL MANAGEMENT, INC.
	a/k/a USA CAPITAL MANAGEMENT CO, INC.

	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, PRESIDENT

Exhibit A
(Member[s])

Member’s Name and Address	Initial Capital Contribution		Interest
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	$	15,000,000.00		50	%
_____________________
_____________________

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	$	15,000,000.00		50	%
_____________________
_____________________