EFTA01295189.pdf

ro4fifitz, ARTEMIS or OMNI/A/10N OF ItYPFIUON ME, USC I, the undersigned natural po»,on of the age or *Maim years or more, acting as Organizer of a limited liability company order the Uniform Litnitoti Liability Company Act, Chapter 15, 71Re 13, Vitgin Islands Code ("Uniform limited MAWRty Company Ace), do hereby adopt the following Artides or Organization ter such Melted liability marrow: MUM= ONE MMILAIMISSEMILIVVITAMINX Name 1. The name of the limited liability company OVBAbiZeti hereby is 'gm'Rion MR, I.I.0 (the "Compntws). Address 2. 'rho physical and mailing addresses of tint Initial designated Ake of the Company are 9100 Fort of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00002. Itesidivot Agent a me name cad physical address of the Company's halal resident service of inmost are Bitsiness pasha; VI, lit, 9100 Purl of sale Mall, toleant (or Suite 15, Si. Thomas, U.S. Virgin islands 00002.. AllittIlt TWO mega The porywse for which tiro COnlinillY is orgattiznil is to mote in any and MI lawful purposes for which n limited liability company may int organiged under the Uniform Limited Liability Company Act and other laws of the U.S. Virgin islands. The foregoing paragnipli uliall he constraint as ontinierating both objects and ptirrnsco of the Conn:my, and It is hereby awe:ugly provider] that the foregoing enumeration of specific purposes shall not Ire held to limit or irulHct in any manner the purposes or th Is Cotnpany otherwise permitted by law. ARIICLE THRI38 RIMATIPRAWIIMItiniti The period of duration of the Conway shall be peapettud. No monism. or disassociated member shall balm pier pOWer to dissolve the Cotmmuy by his or bine 1 SDNY_GM_00053919 CONFIDENTIAL - PURSUANT TO FED R.CDFN(E IDENTIAL DB-SDNY-0016743 EFTA_00164489 EFTA01295189  independent act pursuant to the provisions of Section 1801, Subsections (4) and (5) of the Uniform Limited Liability Company Act. ARTICLE FOUR ORGANIZER The name and physical address of the Organizer of the Company is Erika A. Mkt-hale, 9100 Port of Sate Mall Suite 15, St. Thomas, U.S. Virgin islands 00802. ARTICLE FIVE INANAWEINENT The Company shall be manager managed. The initial manager of the company shall be Lawrence Visoald, The physical and mailing address of the manager Is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ARTICLE SDI C4PITGli The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SEVEN WilITATiON OF mAitign 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 loyahy 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 o 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. 2 SDNY_GM_00053920 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0016744 EFTA_00I 64490 EFTA01295190  uncutMGM MENELIWABILTLY No member of the Company shall be liable for the debts ingt obligati* of the Company under Section 1303, Subsection (e) of the Willem Waited Liability Company Act AR71(1.0MNR 101801141r1 If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization Is held to be void or Illegal, than it shall nut linpair or affect thelgalance of these Articles of Organization, and the undersigned Organizer of aid COMpany does hereby declare that she worn have signed and executed the Mantis ^leg, Articles of Organisation without such void or Illegal provisions. . 7.1 Co ti a$6. *0 "I {vtgnaturo page Mims) 3 SDNY_GM_00053921 CONFIDENTIAL - PURSUANT TO FED_ R.QQN(F IDENTIAL DB-SDNY-0016745 EFTA_00164491 EFTA01295191  IN HOTNESS WHEREOF, the undersigned person has hereunto set ber hand as Organizer of the Company this/9.day ofOctober, 2012, IN 'rue TERRITORY OP TUEUNITED STATES VIRGIN ISLANDS ) i•• DISTRICT OP S1'.THOWtS/ST.101IN BEFORE ME, the undersigned authority, on this11day of October 2012, pemmaRy appearedErika A. Ka erhals, who being by me first duly twin n, declared that she it the person who signed the foregoing Articles of Organization as the Oren:tor of HYPERION AIR, 11C, a U.S. Virgin Islands limited liability tympany, and that the statements contained in the foregoing Articles of Organization are true. Hy Public In for the Territmy ofthe On d States } Virgin Islands My commission expires; Brat A. Oval y Volity Publk N1%124.11 ST.memos t$, Mitr..USVI 21. ?WS My edneslitiez )U4plitm Myosin 4 SDNY_GM_00053922 CONFIDENTIAL — PURSUANT TO FED R.QC.141A(F IDENTIAL DB-SDNY-0016746 EFTA_00164492 EFTA01295192