EFTA00312908.pdf

it Corp No. 581737 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES 0 — CHARLOTTE AMALIE, ST. THOMAS, VI 00802 CERTIFICATE OF EXISTENCE C lio MI to Whom Into *resents ibbali tote 1, GREGORY R. FRANCIS, Lieutenant Governor of the Virgin Islands do hereby certifl, that I am, by virtue of the laws of the Virgin Islands, the custodian of the corporate records and the proper officer to execute this certificate. I flintier certify that the records of this office disclose that LSJ EMPLOYEES, LLC Limited Liability Company was duly registered to conduct business in the Territory on October 27, 2011 and has a legal existence as a Limited Liability Company so far as the records of this office show. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie. St. Thomas, this 7th day of November, 201 I. GREGORY R. FRANCIS Lieutenant Governor of the Virgin Islands EFTA00312908 OPERATING AGREEMENT OF LSJ EMPLOYEES, LW A U.S. Virgin Islands Limited Liability Company THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of December $. 2011 by Jeffrey E. Epstein (hereinafter referred to as "Sole Member"), with an address at 6100 Red Hook Quarter, Suite B-3, St. Thomas, USVI 00802 and who hereby forms LSJ EMPLOYEES, LLC, a U.S. Virgin Islands limited liability company (the "Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the "Act") upon the following terms and conditions: SECTION I ORGANIZATION & FORMATION A. Formation. The Company has been organized as a U.S. Virgin Islands limited liability company under and pursuant to the U.S. Virgin Islands Limited Liability Company Act (the "Act") by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on October 27, 2011, as required by the Act. B. Name. The name of the Company shall be "LSJ EMPLOYEES, LLC". The Company upon proper notice and filing with the Office of the Lieutenant Governor of the U.S. Virgin Islands may conduct its business under one or more assumed names. C. Purposes. The purpose of the Company is to engage in any lawful activity, operate any lawful enterprise or to have any other lawful purpose permitted by the law of the territory of the U.S. Virgin 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. Duration. The Company shall continue in existence perpetually, beginning on the date of filing of the Articles, unless terminated by law or dissolved and terminated. E. Registered Office and Resident Agent and Place of Business. The Registered Office and Resident Agent of the Company for service of process within the territory shall be: Erika A. Kellerhals, at 9100 Havensight, Port of Sale, Suite 15/16, St. Thomas, U.S. Virgin Islands 00802. The Company's principal place of business is 6100 Red Hook Quarter, Suite B-3, St. Thomas U.S. Virgin Islands 00802 or such other place or places as the Sole Member may hereafter determine. I EFTA00312909 SECTION II CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONSTIRANSFER OF MEMBERSHIP UNITS A. Capital Contribution by the Sole Member; Initial Issuance. The Sole Member's ownership rights in the Company shall be reflected in "Membership Units," as recorded in the Company's records. Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both, set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so subscribed and contributed for. The Sole Member may make additional capital contributions at any time and in any amount that it may desire. B. Transfer of Membership Units. The Sole Member may transfer any or all of its Membership Units to any person or persons, at any time and from time to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Units in the Company in whole or in part. The assignment of a Membership Unit does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the distributions the assigning Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Unit and not a substituted member. An assignee of a Membership Unit shall be admitted as a substitute member and shall be entitled to all the rights and powers of the assignor only if all the members consent. If admitted, the substitute member, has to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of the members. Notwithstanding the foregoing, the Sole Member may, by a duly executed agreement, assign all of its Membership Units together with the management and voting rights in the Company. C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a return of, a capital contribution or any portion thereof. SECTION III CAPITAL ACCOUNT A. Capital Account. A capital account ("Capital Account") shall be maintained for the Sole Member, and any additional member in accordance with the provision of this Article. I. Increases in Capital Account. The Capital Account of the members shall be increased by: (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to 2 EFTA00312910 Capital Accounts required by Treasury Regulation Section 1.704-1(bX2Xiv)(d), (e), (f) and (g) and Section 1.704-1(b)(4)(1) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to the members of profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section 1 .704-1 (b)(2Xi v). (e) The amount of Company liabilities that are assumed by the Sole Member. 2. Decreases in Capital Account. The Capital Account of the members shall be decreased by: (a) The amount of money distributed to the members by the Company pursuant to any provision of this Agreement. (b) The fair market value of property distributed to the members by the Company (net of liabilities secured by such distributed property that such members are considered to assume or take subject to under Code Section 752). (c) Allocations to the members of Losses. (d) Allocations to the members of deductions, expenses, Nonrecourse Deductions and net losses allocated to them pursuant to this Agreement, and the members' share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2XB) or are treated as such expenditures under Treasury Regulation Section 1.704-1(bX2Xiv)(i). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of the members that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the Company's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be allocated to the Sole Member. All items of Company taxable income, gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be allocated and credited or charged to the Sole Member. 3 EFTA00312911 B. Distributions. Net cash flow shall be distributed in the following priority: I. First, to the Sole Member in repayment of any advance of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if any; 2. Additional distributions, if any will be made to the Sole Member, in such amounts and at such times as determined by the Sole Member. C. Distribution upon Liquidation of the Company. 1. At the termination of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the Sole Member and any dissociated members whose Membership Units have not been previously redeemed first, in discharge of their respective Capital Accounts; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will make distributions in proportion to the amount of the respective Capital Accounts of the Sole Member and any dissociated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In General. The Company shall be manager-managed. The initial Manager of the Company shall be Jeanne Brennan. The Manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. B. Limitation of Manager's Authority. Notwithstanding the authority of the Manager, the written consent of the Sole Member shall be required for the Manager to: 1. Sell, transfer, assign, convey, or otherwise dispose of any part of the Company's assets; 2. Cause the Company to incur any debt in excess of $5,000, whether or not in the ordinary course of business; 3. Cause the Company to incur any debt less than $5,000 other than in the ordinary course of business; 4. Cause the Company to encumber any assets in connection with any debt referred to in clause 2 or 3 above; 4 EFTA00312912 5. Issue, sell, transfer, assign, convey or otherwise dispose of any Membership Interest in the Company; 6. Adopt, amend or repeal the Operating Agreement of the Company; 7. Appoint or fill the vacancy of the Manager, 8. Approve a plan of merger of the Company with any other entity; 9. Amend, alter, repeal, or take any action inconsistent with any resolution of the Sole Member; and 10. Incur any single expense or combination of related expenses in excess of $5,000. C. Voting of Membership Units. A Membership Unit is entitled to be voted only if it is owned by a mcmbcr and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIFICATION A. Exculpation of Liability. Unless otherwise provided by law or expressly assumed pursuant to a written instrument signed by such Person, neither the Sole Member nor the Manager shall be personally liable for the acts, debts or liabilities of the Company. B. Indemnification. I. Except as otherwise provided in this Section, the Company, its receiver or its trustee shall indemnify, defend and hold harmless the Sole Member and the Manager and their respective heirs, personal representatives, and successors, and may indemnify, defend and hold harmless any employee or agent, who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, from and against any expense, loss, damage or liability incurred or connected with, or any claim, suit, demand, loss, judgment, liability, cost or expense, including, without limitation, reasonable attorney's fees, arising from or related to, the Company or any act or omission of the Sole Member, the Manager or such employee or agent on behalf of the Company, and amounts paid in settlement of any of the above, provided that such amounts were not the result of fraud, gross negligence, or reckless or intentional misconduct on the part of the Sole Member, the Manager or such employee or agent against whom a claim is asserted. The Company may advance to the Sole Member, the Manager or any such employee or agent and their respective heirs, personal representatives, and successors the costs of defending any claim, suit or action against such Person if such Person undertakes to repay the funds advanced, with interest, if the Person is not entitled to indemnification under this Section. 2. To the extent that the Sole Member, the Manager, or any such employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including, without limitation, attorneys' fees, incurred by such person in connection with the action, suit or 5 EFTA00312913 proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. My indemnification permitted under this Section, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by the vote of the majority of the Membership Units of the members who are not parties or threatened to be made parties to the action, suit or proceeding. Notwithstanding the foregoing to the contrary, no indemnification shall be provided to any Manager, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or assenting to a distribution to the members in violation of this Agreement or the Act, or a knowing violation of law. SECTION VII LIOUIDATION The Company shall be dissolved, and shall terminate and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section Headings. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement. B. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. C. Amendment This Agreement may be amended or revoked at any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. D. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns. E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. 6 EFTA00312914 IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreement on the day and year first written above. WITNESSETH: 7 EFTA00312915 EXHIBIT A MEMBER LISTING; CAPITAL CONTRIBUTIONS Members Capital Contributed Membership Units Percentage Interest JEFFREY E. EPSTEIN $1000.00 100 100% ACC AGRE By? JEFFREY E. EPSTELN 8 DATE tr (5- 00(1 EFTA00312916 THE GOVERNMENT OM THE VIRGIN ISLANDS UP THE UPHIED STATES OFFICE°, THE LIEIRENEANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS • $049 Kenos Cade, Y Torras. VI e0802-64S7 TEL (30)776451S FAX (140) 776.4612 EMPLOYER ID. NO. 66-0776615 NATURE OF BUSINESS Services ANNUAL REPORT AND COMPUTATION OF FILING FEE PURSUANT TO TTITE Ii. ACT NO 6201. CIIPTR. IS. SUECIWIR D. SEC 1211 LIMITED LIABILITY COMPANY - DOMESTIC/FOREIGN (THISREPORTIS MON OR DEFOREJUNS 30140F EACH YEAR) I) (a) Name of Limited Liability Company LW Employees LLC Darr *Mere hoe 39 22012 lhis Report is for the Period Ending Juno 30, 2012 (Financial Statements filed should be IiirdiiiVeliar year ended before lone 30th of the ulnae year.) (b) Scala or Country where organized U.S Virgin Islands 2) (a) Mailing address of designated office 4100 Red Hook Ouarter 143._Si. llamas U.S. Virgin Islands 00802 (b) Physical address of designated office 6100 Rod Nook Wafter. I33 St. Thomas U S. Virgin Islands 00802 (c) Name of Agent for service of prooess in the Virgin Islands Mao& Ferguson k S (d) Physical address of Agent 9100 Havenfight Pon of Sale Suite 15-16 St. Thomas U.S. V Rein Islands 3) Mailing address of Principal office *100 Red liookOuarter. B3 St. Thomas U.S. Virgin Islands_008-02 Physical address of Principal office 6100 Red I look Olleder. B3 St. Thomas U S. Virgin Islands 00802 4) (a) Names of Managers (b) Addresses of Managers Janne Brennan *100 Red Hook Charter. B3 St. 'Thomas U.S. Virgin Islasth 5) AMOUNT OF CAPITAL • USED IN CONDUCTING BUSINESS IN THE VIRGIN ISLANDS (a) As shovm on last mon. Si 000 (b) Additional Capital since last report S- (e) Sum of (a) and (b) $1000 (d) Capital withdrawn since last report S- (e) Total Capital al date of this report SIOOr (0 Highest Capital during REPORTINGPERIOD c poem; •CAPIT AL (Capital Calculated according to GASP) 6) COMPUTATION OF FILING FEE: Rate of $1.50 per M (fractions of a thousand disreganicd) on f\) highest total paid-in capital as reported on Line 5 (0 above $1.5 _ FEE DUE: (Above figure or 5300,00, whichever is greater) S100: 7) PENALTY FOR LATE PAYMENT: 20% of FEE or 550.00 whichever is greater for failure to pay by June 30° 5- 01 8) INTEREST r N3 1.5% (compounded annually) for each month or pan thaeof by which payment is delayed beyond June 3(g° S - TOTAL PENALTY AND INTEREST S- 9) TOTAL FEE DUE AND FORWARDED HERWTHI (Sam of (6), (7), and (8)). S-100 (Attach cheek payable to the Government of the Virgin Islands and mail to Office dike Lieutenant Governor, Division of Corporations and Trademarks, 5049 Bongos Gade, St. Thomas, USV1 00802-6487) Certified C (y,\S`HZ Date EFTA00312917