0001047469-11-002880 Sample Contracts

OPERATING AGREEMENT OF MANHATTAN CAPITAL MARKETS LLC
Operating Agreement • March 30th, 2011 • Manhattan Bancorp • National commercial banks • California

This Operating Agreement (the “Operating Agreement”) of Manhattan Capital Markets LLC, a California limited liability company (the “Company”) is made as of July 30, 2010, by and among each of the Persons whose name is set forth on Exhibit A to this Operating Agreement, as it may be amended from time to time (each such party a “Member” and collectively, the “Members”).

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MANHATTAN CAPITAL MARKETS LLC AMENDMENT NO. 1 TO OPERATING AGREEMENT
Operating Agreement • March 30th, 2011 • Manhattan Bancorp • National commercial banks • California

This Amendment No. 1 to Operating Agreement (this “Amendment”) is made as of November 30, 2010 and amends that certain Operating Agreement of Manhattan Capital Markets LLC, a California limited liability company, dated as of July 30, 2010, by and between MBFS Holdings, Inc., a California corporation, and Bodi Advisors, Inc., a California corporation (the “Operating Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement.

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