FILED: NEW YORK COUNTY CLERK 11/29/ :52 PM INDEX NO /2017 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 11/29/2017 EXHIBIT 10

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1 FILED: NEW YORK COUNTY CLERK 06:52 PM INDEX NO /2017 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: EXHIBIT 10

2 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO / WEST 45TH STREET LLC AMENDMENT NO. 1 TO OPERATING AGREEMENT This AMENDMENT TO OPERATING AGREEMENT (this "Amendment") is effective as of November_, 2013, is entered into for the purpose of amending that certain 2 West 45th Street LLC Operating Agreement, dated November_, 2013 (the "Agreement"), and is by and among Barry J. Jacobson ("Jacobson"), Estate of Arthur D. Emil, David Emil as executor ("Emil"), and Judy Tenney ("Tenney", and together with Emil and Jacobson, the "Parties"). Unless defined herein, capitalized terms used in this Amendment shall have the same meanings given to them in the Agreement. RECITALS A. Immediately prior to execution of this Amendment, Larry Wohl, who was a Manager of the Company and a Member holding 37.5% of the Membership Interests of the Company, sold all of his Membership Interests to the Parties (the "Sale Transaction"). B. As part of the Sale Transaction, Wohl agreed to (i) assign all of his right, title and interest in and to his Membership Interests to the Parties, and (ii) resign as a Manager of the Company. C. The Estate of Arthur D. Emil, a Member of the Company, bas simultaneously with the execution of this Amendment, distributed its Membership Interests to Emil LLC, a New York limited liability company, which is owned by trusts created by the estate. The trusts were created for the benefit of the spouse and certain descendants of Arthur Emil. D. The Patties desire to amend the Operating Agreement to affect the changes resulting from the Sale Transaction. AGREEMENT Therefore, pursuant to Section 3 0 of the Joint Venture Agreement, which Joint Venture Agreement is attached to the Agreement (as Exhibit A) and made a part thereof, the Parties hereby amend the Agreement as follows: 1. The Members hereby agree that, from and after the date hereof and notwithstanding anything to the contrary in the Agreement, the Membership Interests (as specified in Section 2 of the Joint Venture Agreement and as amended in the Second Amendment to Joint Venture Agreement), as well as the voting rights and the application of rents, loan or sale proceeds or other profit participation rights described in Section and/or Section of the Joint Venture Agreement ( as amended in the Second Amendment to Joint Venture Agreement), or otherwise in any other amendment to the Joint Venture Agreement, shall be deemed to be: (a) Barry J. Jacobson - 60%

3 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO /2017 (b) Judy Tenney- 20% (c) Emil LLC-20% (a) 2. Article V of the Joint Venture Agreement is hereby amended as follows: Sections 5.01 and 5.02 of the Joint Venture Agreement are hereby deleted in their entirety and replaced with the following: "5.01: The Members hereby designate Barry J. Jacobson as the Manager ("Manager"), to do all things proper, necessary or expedient in his discretion to carry out the purposes of this Company. Upon the resignation, death or incapacity of a Manager where no successor is herein stated, a new Manager or Managers shall be selected by those Members having a two-thirds interest in the Company [Intentionally Omitted.]" (b) The first 16 lines of Section 5.03 up to clause (b) are deleted and there is substituted the following: "The designation of Barry Jacobson as Manager of the Company shall not be changed by the Members except as provided in this Section 5.03, upon reasonable cause as defined herein or as determined by arbitration in accordance with paragraph 27. For the purposes hereof, and for the purpose of any management agreement executed pursuant to either paragraph 6.14 or 7 hereof, "reasonable cause" shall include (but not be limited to) the occurrence of any of the following events: (a) if Barry Jacobson shall die, be disabled for a period of more than 45 days, or fail to devote his full time to his activities on behalf of the management firm designated under paragraph 6.14 (it being understood that Joseph P. Day Realty Corp. is to be so designated) or if he shall no longer own at least twenty five percent (25%) of the voting stock in said management firm, or.... " 3. Section 18 of the Joint Venture Agreement is hereby deleted in its entirety and replaced with the following: "18. Any Member may transfer or assign his/her/its Membership Interests to one or more trusts (or an entity wholly owned by such trust(s)), limited liability companies, or other entities for his/her benefit, to his or her spouse, to his or her descendants, or to trusts, limited liability companies or other entities in which the principal beneficiaries, members or equity holders are said spouse and/or descendants, or any of them; provided, however, that promptly upon such transfer or assignment, whether by lifetime gift or testamentary disposition, the transferee(s) shall become a signatory to this Agreement by executing a counterpart copy hereof and shall thereafter be bound and hold such Membership Interest, or any portion thereof, subject to the terms of this Agreement and provided further that no such transfer shall affect or diminish any obligations of such transferor Member. Any transfer by a trust or the beneficiaries or remaindermen of such a trust or by a limited liability company or the members of such a limited liability company ( or by any other entity or the equity holders of such entity) shall be subject to the same transfer limitations set forth above; "spouse" and "descendants" shall be deemed to refer to spouse and W 2

4 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO /2017 descendants of (i) the original "Joint Venturers" and (ii) the then current beneficiaries, remainderrnen, members, or equity holders (provided such beneficiary, remainderrnan, member, or equity holder was a spouse or descendant of an original "Joint Venturer'' (or a permitted transferee of an original "Joint Venturer'' under this Section 18)). The executor(s) of the Estate of Arthur D. Emil and the manager of Emil LLC each represents that the distribution of the Membership Interests of the Estate of Arthur D. Emil from the estate to Emil LLC complies with this Section 18 of the Joint Venture Agreement and therefore, upon execution by Emil LLC of this Agreement, all of the Members and the Manager hereby agree that Emil LLC shall assume all right, title, interest and obligations in and to the Membership Interest previously held by the Estate of Arthur D. Emil." 4. Except as amended hereby, the Agreement remains in full force and effect. 5. This Amendment shall be governed in all respects by the internal laws of the State of New York, without reference to principles of choice oflaw. 6. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [remainder of page intentionally left blank] W 3

5 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO /2017 [N WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. l to the Operating Agreement as of the date first set forth above. JUDY TENNEY ESTATE OF ARTHURD. EMIL David Emil, as Execlrtor Assignment of Membership Interests of Estate of Arthur D. Emil hereby accepted by: EMILLLC

6 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO /2017 ACKNOWLEDGMENT STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK) On the [ l/fv"\ day of November in the year 2013 before me, the undersigned, a notary public in and for said state, personally appeared Barry J. Jacobson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. L~~ Notary Public MARIA CLAIRE POLISKI Notary Public, State of New York No. 01 P Qualified In Kings County Commission Expires 09/22/2015

7 FILED: NEW YORK COUNTY CLERK 09/28/ :38 06:52 PM INDEX NO /2017 ACKNOWLEDGMENT STATEOFNEWYORK ) )ss.: COUNTY OF NEW YORK) On the 30--th day of October in the year 2013 before me, the undersigned, a notary public in and for said state, personally appeared Judy Tenney, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. SIMON J. LINCOLN Notary Public, State of New York No. 02Ll Qualified in New York County Commission Expires January 16, ;).o~- ary Public ACKNOWLEDGMENT STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK) On the '~o-\\- day of October in the year 2013 before me, the undersigned, a notary public in and for said state, personally appeared David Emil, Executor of Estate of Arthur Emil, and Manager of Emil LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. SIMON J. LINCOL.N Notary Public, State of New York No. 02Ll Qualified in New York County Commission Expires January 16, 26tt'.:101S