this Agreement. 5. The Term may be extended with the unanimous consent of all Members. Place of Business 6. The principal office of the business of the Venture will be located at 512 Bayshore Drive Suite 201 Fort Lauderdale, FL 33304 or such other place as the Members may from time to time designate. Business Management 7. The following managers (the "Managers") have been appointed by the Members to manage the Venture: ● Aaldo PIscitello ● Jody Stewart 8. Except as otherwise provided in this Agreement, the individual Managers may be appointed, replaced, or removed upon unanimous consent of the Members. 9. The Managers will have a primary duty to the best interest of the Venture and not directly to any individual Member. 10. Within the limits of the Purpose of the Venture and the terms of this Agreement, the Managers, acting jointly, will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Conduct and actions of the Managers will be dictated by policy and procedure established by the Members. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Managers, acting jointly. 11. The Managers will jointly decide major issues concerning the Venture. Where Managers are unable to reach agreement in deciding major issues, approval by a majority vote of the Members at a regular or special meeting will be required. Page 2 of 13 Management Duties 12. Except as otherwise specified in this agreement, the duties and obligations of the Managers in relation to the Venture will include the following: a. managing the day to day business of the Venture; b. monitoring, controlling and directing the financial, business and operational affairs of the Venture; c. proper maintenance of books