EFTA01594933.pdf

OPERATING AGREEM FAT OF JEGE, Etc A 11S V:rgin islands Limited Liability Company THIS OPERATING AGREEMENT (this -Agee:nem") is made aad entered inxo as of October 19, 2012 by Jeffrey E, Epstein (hereinafter referred to as 'Sole Member), with an ackozets at 6100 Red Hook Quarter, 33, St. Thomas, I,:SVI C0802 who hereby fiam-,s 2EGE. LLC. a U.S. Virgin Is foods limited liability company (the -Company") pursuant to the US. Virgin Islands Urtiromt Limited Liability Company Act !the '.Act"li upon the following terms and conditions. SECTION! ORGANIZATION & FORMATION A. Formation. The Company has been tarvartiied as n U.S. Virgin Islands limited liability comparty urlder and Frorsoant to thel).S Virgin Islands I iroited Liability Company Act (the ***Ace) by the filing of Aricies of Osarivation rAnicleal with the Office of the Lieutenant Governor, on °doter 19,1012, as required by the Act. B :lime. The name a! fr.e Company shall be JE.CiE, l_LC". The Company upon proper nctioe anti filing with the Orrice of the Lieutenant Otnernur el the U.S. Virgil islands may conduct its operations under one or more assumed flames. C. Purnascl. The pispase rif the Company is to engage in any law11:1 sctiVlty, apc.ate 3tly lawful enterprise or to have any other lawful purpose permitted by the low of the Imhof.) of the Visigie islands The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers granted by the Act D . The Company shall Crinlinuc tfl esiStenee ptopetually. beeinr.ing on the date of filing of the Article% unless terminated by law or dissolved afid leCrunaled, E. Office and Resident Aotto and Place of Dasiriess. The Registered Ofnee and Feciderd .Agerll of the Company for service of process within the territory shall be: BLsinesS Basics VI, 11C, at 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin 'slouch 0011:12. The Company's peincipal place of business shall be 6100 Red Hook QlOrttr, ill, St Thomas U.S. Virgin Islands 00802 or such other piaci: or places as the Sole tvkinher may hereafter iirterrni-y: SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND EFTA01594933 CONTRIBUTIONS/TRANSFER OF.MEMBERSHIP A. (*Mil Contribution by the Sole Member, ithbal leveance. The Sole teten*4er owiwiship rights in the Compary ellen be reflected in -Membership Units."' as recorded Lt the Crimper!), 's record.' Upon the formation of the Company, the Sole Member shall make a capital contribution to the copital of the Company lathe amount of cash. or of the property -in -kind, or both, set forth opposite the Sole Menther's name on the Schedule of Capital Contribetiens attaehed hereto. The. Comply shall thereupois iesue o dee Sole Member that number of Membership Units so subscribed and contributed for aS reflected one.-nd Schedelc The Sole Member rittly make additional capita: enntribatiere from time to time tine' at any trei . aind ii ane amotaes trlat he may desire. B. Transfer or rvkmbership (kilts, Subject to the provisions of this Secfeet, a Member ntay transfer and assign any or all of his Membership Units to any one or more persons or entities, at any time and from hew to time. The transfer and assigement of a Membership Unit does not. ie end of itself*,nite the assignee to partie_ipete in the manegernerit and affairs of tree Cempan), or to become n member. Such assignee is only entitled to receive to the extent assigned, the distributions the a.ssigning Member would otherwise, be cne'lled to, and such ass;eexe shall only become an assignee of a Membership Unit and not a sahstitule Member An assignee of a membership .init shall be admitted as a substitute Member and shall be entitled to all the righte and wevers of the assignor only if all the Members eunsent. If admitted, the substitute telember, has to the extert assigneti all of the rights and powers. and is subject to at of the restrictions and of a tie:ember of the Company. Notes it hstarding the foregoing. without the aliment of al) other Member, the Sole Member may. by a du .:e executed agreement with the axsignee, assign any or all of the Membership Units and any or all of the Membership Interest then held by the Sole Member, together with the Sole Member's management and voting rights in the Company with respect to the Members -lap Unite and Membership Interest so assigeet . ant upon the consummation of Stith assignment, the assignee thereof shall be automatic -ally admitted as it EFTA01594934 substitute member, with all of the rights and powTrs held by. aitd sute,tet to all of the restrictions aed liabilities imposed upon, the Sole Member immediately prior to :such assignment, to the full extent tat the Membership Units aid Membership Interest go assigned. C. No Interest: No Return of Cepieel. Capital contributions to the Compote. shall not cenn interest. except as otherwise expressly provided for in this Agrecenent. Except as otherwise providod m this Ageeement, a Member shall not be entitled to withdraw, or to receive a return of. a capital contribution or any portion thereof provided however. thee subject to the prot.isions of Seelion 1' hereof. the Sole Member shall from time to lime and al any lime, in the Sole Member's diberetion. be entitled to withdraw, and receive a return of, all or any part of the Sok Member's capital contri bution SECTION III CAPITAL ACCOUNT A .s.:anita AL -cull -I A capitil ay.:mail ("Capital Account") shall be maintained for the Sok miber, and CAL:11 additional Member, i any , in accordance milh the piovistun of this Article. 1. increases in Capita: Account. The Capita; ACIX1111t of ach Member shall be increased by; (a) The lair market value of the Member's initial capital contribution and any additional capita; e.ontributions by the Merril= to the Company If any property, other than cash, is cattributed to or distributed by the Company, the adjusunents to Carta I ACCOU:111 required by 'Treasury Regulation Section 1.704- I (b):2; (iY )(d), (e), (f) and (g) and Section 1.704, (b)(4)(1) shall he made. fb) 'Che Member's share of the increase in the tax basis of -Company property, if any, arising .0111Orthe recapture of any 1LX credit. Allocations to the Member of Plntit. (d) Company income iar gain (itiduding income zind Fain exempt frnm inenme taxation) as provided under this .A..grerment, or othemsc by Regulation Section I .704- lthX2Xivi The amount of Compaq) liabilities that arc assumed by the Member 2. 1)eerc4es in Capital ,Ac -count, The Capital Account of cac;h Member shall he decreased by (a) The erniTanl of money distributed to the Mendier by the Comport) pursuant to any provision of -this Agreement. EFTA01594935 (b) The fair market valluc of property distributed to the Member by the Cell -Tony (net of liabilities secured by such distributod properly 1:!kil Member is C0115ktered to asswnc or take subjcul to under Cotle Section 752!. ) Allocatiors c the Member of Luses. td) Allocatiork'shi 11-4 Member of deductions, expenses, Nonrecoarse Deductions and net losses allocanxi to him pursuant to this Agreement, and the Member's share of f:ompany expenditures which are neither deductible nor prrl), chargeutge to Capital Accounts wtder Code Section 7050)00) or are ?mate as such expenditures under Ire asur7, Regulation Section I -704- I ,t bh 2101, I "Nartreoourse Deductions" shall have the nuramng set forth in Treasury 'Regulation Sccl ton I . 742 te) The amount of any liabinies of the Member that are assumed by Compam SECTION TV ALLOCATION AND DIN! RIM I I IONS A. Al'Aicalons. For purposes of maintaining each Mereber's Capital Account all of it* Crwripany4s net profits, net losses expenses and other items of income, gath, 'toss, and credit shall 're idlcxasted to the Member in proportion to the Membership Units held by such Iv:ember a.s compared to lhr total number of outstanding Membership Units. Al: items or Company actable Moline, gan. loss, deduction, and credit recognized or allowable for Federal income tax Imposes shall be similarly attuned and credited ur charvd to each Nfembe: in proportion to the Membership Units held by such Member as cocnparod to the total nuniller ulotastanding Membership Units. R. Distributions. Net casth flow shall be distributed at such times and in saich ameuntsas may be determined from time to time Lind at any time by the Sole Member of the Company it the foilowieg priority:. 1. FiriA, to the Members in repoyment of any advance of funds to the Company as a lender, to the extent of and in proportion Cu such advance, includicg interest thereOlk, tfaii 2. Additional distributions, if any will be made to the Members En proportion to the beruhip Units held by them respectively, in such ams-wries and at such times as may be alined by the Solt Member of the Company. Diibiskaisgailitujibtion of the (7empany, EFTA01594936 I, At the termination of the Company and after the Company has satisfied or provided for the sausfaction of all the Company's dehts and other obligations, the Company's assets veil: he distributed in cash to the Members and any. dissociated members $A hose efattSti have sot been previously redeemed first., in discharge of their respective capital interests, and the, ;.n propertion to the tvtembership 1;11:ls held by them, respectie. 2. lithe Company lacks sufficient 11$1V5 to make the distributions described in the foregoing paragraph the Company ',sill make distributions in proportion lc the eAliOttlit the respective capital accounts of the Members and any dissociated members whose interests he not been previously redeemed SECtION MANAGEM ENT OF BUM" k'SS A. hi General. The Comrxiny shall be manager-rranaged, The initial Manager of the Company shall be 1.a,..vrente Visoski. The Manager shall manage the brasiness and affairs of the Company and shall have frill and complete authority, power and discretion to do all things nezessary or convenient to manage. COntiol and carry nut the business, ailairs and properties of the Coinpany. to make all decisions regarding those matters and to petform any and all other acts aCtivrnes ci.storoary or incident io the management of Conran) 's business B. Limi.%tonofi'yllmmis Authority_ Notwithstanding the authority oldie Manager, the *Arleen, I. -onset -it or the Soli Noterriber shall be required for the ? vianager to, Sell, transfer. assign. convey, or orherwisc dispn5r rif ar.y pas of the Company's assets; 2. Cause the Company to incur any debt in excess of 55,030, whether or not in the ordinary course of business; 3. Cause the Company to incur an> debt less than S5,000 other than in the ordinari course .af business:, 4 Cause the Company to emu -miler an) assets in COlInCC:1011 with any debt referred to in drum 2 or above: 5 issue OF Skil. Of approve the ti.-ansier, assign:Tient, conveyance Of other itispasitien or any Membership Units or Mernbership interest in the Corvany; 6. Adopt. amend or repeal the ()pending Agreement of the Company: 7. Appoint or fill the vowiney of the Manager: EFTA01594937 g. Approve a plan of merger ofthe Company with an other tni 9. Antend, alter, repeal. or take any action ineonsistere with any resolution of the Sok Member; 10. Incur any nnglr expense or combination of related experzes in excess of $5,000.; I I, Cause the Company to make arty distrikeions to its Merr.hers C Yotthu of Member -Shin Lhits. A Membefship Unit is twitted to be voted only if it is owried by a Member and each such Membership Unit shall be entitled -',c; one vote. Neither an as..„ignee nor a transferee cnalit vOLe a trtentberinip Unit LinleiS such C1SSi.gnee of lraosteree Amino] as$ Member. sccrioN Vl C ULpKno N. OF LIMMITY: INDEMNIFICA,TION A. EXculothon of Viability. Unites otherwise pmvided by law. or expressiy assumed pursuant to a written iitstrument signed by such person, netthe: the Sole ! via-ober nor the rit.anager ,hal I be personally liable for the acts. debts or liabiiines of the Company. 13 ipsieninification. I Except as otherwise provided in this Section, the Company. its receiver or ks :TUS..er chall indemnify, defend toed hold hanntesc the Sac Member and the Manages and :her respevtive hcirs, personal repreentantres, and si,ccessors, and moy indemnify. defend and hold Ilarintess arty employee or agent, who as or 11; 4 part) or Is threatened to be made a party lo a threatened. pending or completed action, suit on proceeding, from :nut against any expense, Inss, dati,age or liability incurred or connected with, nr any claim, suit, demand loss. Judgin(nue ”lability, cost or expense. including. without limitation. reasonable attorney's fees, arising from 0: Mated tee the Company or 013y ad or omission of the Sole Member, the Mareteer or such employee or ageut on behalf of the Company; and amounts paid in %time% of any of the above, provided thal such amounts we not the Testa of fraud, gross negligence, ut reckless 01. tentional misconduct un the par, of the Sole Member, the hfarager of welt employee or agent against whore a claim ti asserted_ The Compri) may adeanee to the Sole Member, the Manager or any such employee or agent and their respeetite heirs, persenal representatives, and SuCccssOrS the costs of defending any claim, suit or action against sveh person if sac person EFTA01594938 undeqakes 10 repay the fends advanced, with into:wee if the person is nut entitled to indertetificatien under this Section. 2. To the extent that the sole Mmnbei, the Manager, oe any such employee or agent of the Company has been successful on the merits Or otherwise in defense of ;In action. suit or prnceeeling or in defense of any claim, issue or oi.lur ntattei in the action, suit or pre -needing, such person shall be indemnified against actual and reasonable expenses ineleding. without timitati0rt, attorneys' fees, iocureed by seich person in connection with the action. suit or proceeding and any action, soft or proceeding broeglit to crtiorce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Section, unless ordered by a court. shall be made by the Company only as authorized in the specific ;ease upon a determination that the indetnnificatien is proper under the circumstances berauet the nem= to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement ".1 his determination and evaluatiori studi be made by the vote et the anajurity of the Membership Units of the members who are not parties or threatened to be made patties to the action, suit or proceeding. Notwithstanding the foraying to the COLitritry, au indemnification shall be pro% idod to any Manager, employee or agent of the Company for or 'n connection with the receipt of a financial benefit to which such persori is r.ot entitled, votieg rt)r or BsSelithig 10 a distribution to the Meenhers in violation of this Agreement or the Act, or a kreoeing violation of law. SECTION VII LIQUIDATION • !tic C(Ropany sail he disexilved, and shall ter ntinete arid VI ind up ite affairs. LIpCT: determinetion of the Solt Member et de so, SEcnoN Viii MISCELLANEOUS PROVISION,: A. Section Ifeadings. The Section headings arid numbers contained in this Agreement have been inserted only as a nutter of cotvenienee and for reference, and in no way shall be construed to defile:, limit or describe the scope or intent of an pru'iSii)U of this Agreement 13. Seventbilitv. The invalidity ur unenforcrability of a.ny particular EFTA01594939 provis.s.on of 1,4is A);reement shall r411 affect the other provisions hereof, and this Agreement shal: be cur .strue0 irall respects as if wen Invalid GT wrienforceirble provisloris were urni(ted_ C. Amenameni This Agreement may be amended or revoked at any time, ir. writing, with the consent of the Sole Member No change o modification •.r.i this Agreement sh,i1 be 'old unrest in vr-riting and signed by the Sole Member_ 1). Blinding i-llect Slbject to the prOVISiG:LS 01. this Agearivrr rtialing to tansfcra;.:.i.iiil, this Agreement will be binding Lpon and shall inure to the 17,enctrit of 'he parliw, Lind ;heir Tespcctile distributer.% heirs, 5uCCCS5Dr5 and assigns E Governing Law. Re,4lordless of the place where tfrs Agrr,cment may be executed by the Sole Member, the rights and ob:igatiorts of the Sore Member, will any claims and dispures relating theruto. shall be subject to and governed by, and cutistrued and mfg.:Led in accordance ,r,ith the .!aws of the Tei-ritury of the U.S. Virgin Islands. US WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year tifS7 INrilten above W1TNESSETH: SOLE MEMBER: jefirey E. -TO -tern DESIGNATION AS MANAGER AND THE TERMS HEREOF APPLICABLE TO THE MANAGER ARE ACCEP I -A ED EXHIBIT A MEMBER LISTING; CAPITAL CONTRIBUTIONS Nirrfler of PrNertige Cap,Mcmberchip Merntership Mcmhers ConttiLTU mi .dmest .1EFFREV E.. EPSTEIN 51000.00 100 100% ACCI-TIED AND AGREED: thr: DATE.: Odober 19. 20112 JEFFREY E. EPSTEIN Al Form Type"CIT7ADEL'I D:11. 'b r tin I I% EFTA01594940