EFTA01298501.pdf

ARTICLES OF ORGVYUATION OF ZORRO MANAGEMENT, LLC copy I, the undersigned natural person of the age of eighteen years or more, acting as organizer of a limited liability company under the Uniform Limited Liability Company Act Chapter 15, Title 13, Virgin Islands Code ("Uniform Limited Liability Company Act"), do hereby adopt the following Articles of Organization for such limited liability company: ARTICLE ONE NAME ADDRESS AND PRINCIPAL OFFICE Name I. The name of the limited liability company shall be Zorro Management, LLC (the "Company"). Address 2. The physical address of the Company is Royal Palms Professional Building, 62-3A & 62-3B Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802. The mailing address of the Company is Royal Palms Professional Building, 9053 Estate Thomas, Suite 101, St Thomas, Virgin Islands 00802. Principal Office 3. The principal office and permanent address for the transaction of business of the Company shall be the addresses stated in Paragraph 2 of these Articles as the physical and mailing addresses of the Company. C Resident Agent and Office 4. The physical address of the Company's initial designated office is Royal Palms Professional Building, 62-3A & 62-3B Estate Thomas, Suite 101, St Thomas, Virgin Islands 00802. The mailing address of the Company's initial designated office is Royal Palms Professional Building, 9053 Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802. The name of its initial resident agent at such address is Business Basics VL LLC. The business address of the resident agent and the address of the designated office are identical. SDNY_GM_00063108 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0025933 EFTA_00173616 EFTA01298501  ARTICLE TWO PURPOSE The purpose for which the Company is organized is to engage in any and all lawful business for which a limited liability company may be organized under the Uniform Limited Liability Company Act and the other laws of the U.S. Virgin Islands. The foregoing paragraph shall be construed as enumerating both objects and purposes of this Company, and it is hereby expressly provided that the foregoing numeration of specific purposes shalt not be held to limit or restrict in any manner the purposes of this Company otherwise permitted by law. ARTICLE THREE DURATION AND CONTINUITY The period of duration of this Company shall be perpetual. No member shall have the power to dissolve the Company by his or her independent act of any kind. ARTICLE FOUR ORGANIZER The name and address of the organizer of this Company is: Brett Geary Physical Address: Royal Palms Professional Building, 62-3A & 62-315 Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802 Mailing Address: Royal Palms Professional Building. 9053 Estate Thomas, Suite 101, St. Thomas, Virgin Islands 00802 ARTICLE FIVE MANAGEMENT The Company shall be member managed. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US 51,000.00). 2 SONY_GM_00063109 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-0025934 EFTA_00I 73617 EFTA01298502  ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (1) a breach of a manager's duty of loyalty to the Company or its members. (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute, If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. ARTICLE EIGHT MEMBER LIABILITY No member of the Company shall be liable for the debts and obligations of the Company under Section 1303, Subsection (c) of the Uniform Limited Liability Company Act ARTICLE NENE SEVERABIUTY If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization is held to be void or illegal, then it shall not impair or affect the balance of these Articleli,. and the undersigned Organizer of the Company does hereby declare that she would have signed and executed the balance of these Articles without such void or illegal provisions. [signature page follows] 3 SDNY_GM_00063110 CONFIDENTIAL — PURSUANT TO FED R.QP . ,11EIDENTIAL DB-SDNY-0025935 EFTA_00173618 EFTA01298503  IN WITNESS WHEREOF, the undersigned person has hereunto set her hand as Organizer of the Company this 14th day of December, 2016. IN THE TERRITORY OF THE UNITED STATES VIRGIN ISLANDS UNITED STATES OF AMERICA BEFORE ME, the undersigned authority, on this 14th day of December, 2016, personally appeared Brett Geary, who. being by me first duly sworn, declared that she is the person who signed the foregoing document as the Organizer of the Company and that the statements contained in these Articles of Organization are true. Nf ti2 Publ4 in and for the Territory of United States Virgin Islands My commission expires: 15 n Gina Marie Bryan Notary Public NP-76-I3 Commission Expires 09105/17 St.Thornas/ScLshn, USVI 4 SDNY_GM_00063111 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0025936 EFTA_00I736I9 EFTA01298504  FORM - RACA12 ree LNIEO 500E; \?Ito' 15.0.01 OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS RESIDENT AGENT FORM CONSENT OF AGENT FOR SERVICE OF PROCESS This wilting witnesseth that t, the undersigned Business Basics VI, LLC having been designated by Zorro Management, LLC as resident agent of said company, upon wrom service of process may be mode in OK suits arising against said company in the Courts of the United States Virgin Islands, do hereby consent to act as such agent and that service or process may be made uoer me in accordance with fine 13. Virgin islands Code. tni WITNESS WHEREOF, I nave hereunto set my signature this 14th day of December 2016 I OICLAO UMW WWII 01 PRAM urea tit LAM Of in One° safts viRON DSLOOL NAT Al TIOODOWO COMMOO M DOS Mt ADO ANT ACCOAVAIMOO COOMOO. OW ow COMICT. MIN Mu ariOM1OO1THOALL f FAMMion AMON 4.40 MAI An Mat O*ODSKOWIT Ann** Off OO15OOm An If 640005 Me WUCAn0.0 AK NMCI SefimiOf1 OINIAL Oil Of MAMMON. YE4 -"SIGNATURE 0F/ RESIDENT ACTT OA Y rimE CONTACT NUMBER (340) 776-8812 (1 11 MAILING ADDRESS Rays Pettus Professional Bokting, 9063 Estate Thomas. Suite 101. St. Thomas. VI 00802 ; Rays Pains Professions SIMON 62-3A 66238 Estate Thomas. Suite 10+ Si. Thomas, +100802 1 PHYSICAL ADDRESS EMAIL ADDRESS [email protected] NOTARY ACKNOWLEDGEMENT Subscribed end sworn to before me MIS 14th dcy of e 2016 oh St. Thomas Dion Pubic ina arM Notary Pub NP-76-13 Commission Expires 09/05/17 hn USVI SDNY_GM_00063112 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-0025937 EFTA_00173620 EFTA01298505