AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIGHTHOUSE LIFE CAPITAL, LLC (A Delaware Limited Liability Company)
Exhibit 1.1
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
(A
Delaware Limited Liability Company)
THIS
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this
“Agreement”) is
effective as of February 2, 2021, by LHL Strategies, Inc. (the
“Member”) as the
sole member of Lighthouse Life Capital, LLC (the
“Company”).
W I T N E S S E T H
WHEREAS, the Member previously entered
into that certain Limited Liability Company Agreement of the
Company, dated as of July 8, 2020 (the “Initial LLC
Agreement”);
WHEREAS, under Section 8.7 of the
Initial LLC Agreement, the Initial LLC Agreement may be amended
upon the consent of the Member; and
WHEREAS, the Member desires to amend and
restate the Initial LLC Agreement in its entirety.
NOW THEREFORE, in consideration of the
premises and the agreements hereinafter provided, and other good
and valuable consideration, the sufficiency and adequacy of which
are acknowledged by the execution of this Agreement, the Member
hereby agrees as follows:
ARTICLE
I
FORMATION
Section
1.1. Formation and
Organization. The Member
(a) acknowledges, confirms and ratifies the formation of the
Company as a limited liability company under the Delaware Limited
Liability Company Act (the “Act”) upon the filing of the
Company’s Certificate of Formation (in the form attached
hereto as Exhibit
A) with the Secretary of State of the State of Delaware on
July 8, 2020; and (b) agrees that this Agreement constitutes the
“limited liability company agreement” of the Company
within the meaning of Act.
Section
1.2. Admission of Member. By executing this Agreement, the Member
acknowledges and confirms its admission as the sole member of the
Company, all upon the terms and subject to the conditions set forth
in this Agreement.
Section
1.3. Name of the Company. The name of the Company is
“Lighthouse Life Capital, LLC.” The Company shall conduct its business
under such name, or under any assumed, fictitious or other name as
may be determined by the Member and permitted by
law.
Section
1.4. Principal Place of
Business. The principal place
of business of the Company shall be located at 0000 X. Xxxxxx Xx.,
Xxxxx 000, Xxxxxxxxxxxx, XX 00000, or at such other place as the
Member may determine from time to time. The Company shall qualify
to do business in such jurisdictions as the Member may
determine.
Section
1.5. Purpose; Powers. The Company is formed for the purpose of
engaging in any lawful businesses, purposes or activities for which
limited liability companies may be formed under the
Act.
The Company shall possess and may exercise all the powers and
privileges granted by the Act or by any other law or by this
Agreement, together with any powers incidental thereto, so far as
such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the business purposes or
activities of the Company.
ARTICLE II
CAPITALIZATION
Section
2.1. Capital
Contributions.
(a) The Member has
contributed, or simultaneously with the execution and delivery of
this Agreement the Member is contributing, the property or assets
set forth on Schedule
2.1, and shall own One Hundred percent (100%) of the
membership interests of the Company. Without limiting the
foregoing, the membership interest in the Company owned by the
Member represents the Member’s 100% participatory share in
the profits, losses, distributions, capital and assets of the
Company and shall entitle the Member to any and all rights of a
member of the Company. The Company will not issue any certificates
to evidence ownership of its membership interests.
(b) The Member may in its discretion, but shall not
be required to, make any additional capital contribution or lend or
advance funds or property to the Company for any reason
whatsoever.
ARTICLE III
Section
3.1. Management by
Member. The business and
affairs of the Company shall be managed and all of its powers shall
be exercised by or under the direction of the Member. Without
limiting the foregoing, the Member shall have all power and
authority of a “manager” within the meaning of the
Act.
Section
3.2. Delegation of
Authority. The Member shall
have the power and authority to delegate authority to any number of
individuals or entities, who or which shall have such titles and
powers as may be determined by the Member in its sole discretion.
Any such delegation may be rescinded at the sole discretion of the
Member.
Section
3.3. Other Business. The Member may
engage in and/or possess any interest in other businesses or
transactions of any nature or description, independently or with
others, whether existing on the date hereof or hereafter, and
whether or not directly or indirectly competitive with the business
of the Company, and may provide services to the Company in other
capacities and be separately compensated for such
services.
ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS
Section
4.1. Distributions. The Company shall make distributions (including,
without limitation, interim distributions) of cash or other
property to the Member at such times and in such amounts as the
Member may determine.
Section
4.2. Allocation of Profit and
Loss. A capital account shall
be established and maintained for the Member. All profit or loss of
the Company for each period shall be allocated to the
Member.
ARTICLE V
FISCAL MATTERS
Section
5.1. Tax Matters. The Company shall prepare and file, or shall
cause to be prepared and filed, all tax returns required to be
filed for the Company. For
federal, state and local income tax purposes, all items of income,
loss and deduction shall be allocated to the Member on the same
basis as profits are allocated and losses are charged as provided
herein, and all items of credit shall be allocated to the Member in
the manner provided for in the Internal Revenue Code of 1986, as
amended, and applicable Treasury Regulations.
Section
5.2. Elections. Except as otherwise specifically provided
herein, all tax and accounting decisions and elections required or
permitted to be made by the Company under applicable law shall be
made by the Member.
Section
5.3. Books and Records. The Company shall maintain or cause to be
maintained at its principal place of business complete and accurate
books and records of the assets, business and affairs of the
Company.
Section
5.4. Limited Liability;
Indemnification. The Member
shall have no personal liability for the obligations, losses,
debts, claims or expenses of or against the Company except to the
extent required by a non-waivable provision of the Act. The
Company shall indemnify and hold harmless the Member, and may
indemnify any officer of the Company as the Member shall determine
(the Member and any such officer, an “Indemnitee”), in each case, to the
fullest extent permitted by law against losses, damages,
liabilities, costs and expenses (including reasonable
attorneys’ fees and expenses and amounts paid in settlement)
incurred by such Indemnitee in connection with any claim, action,
suit, investigation or proceeding with respect to which such
Indemnitee may be made a party or otherwise involved or with which
it, he or she shall be threatened by reason of being a member,
manager or officer, or while acting as (or on behalf of) the Member
on behalf of, the Company. Such attorneys’ fees and expenses
shall be paid by the Company as incurred upon receipt, in each
case, of an undertaking by or on behalf of such Indemnitee to repay
such amounts if it is ultimately determined that such Indemnitee is
not entitled to indemnification with respect thereto.
Section
5.5. Certain Expenses.
The
Company shall pay such portion of the Member’s overhead
expenses as shall be allocated to the Company by the Member in its
sole discretion, and such portion of such expenses shall be deemed
to have been an expense incurred by the Company.
ARTICLE VI
ADMINISTRATION
Section
6.1. Bank Accounts. The Company shall maintain one or more accounts,
including, without limitation, checking, cash management, money
market or investment accounts, in such banks or other financial
institutions as the Member may select. All amounts deposited by or
on behalf of the Company in those accounts shall be and remain the
property of the Company. Withdrawals from such accounts shall be
made by the signatories designated by the Member. The signatories
for such accounts shall be the Chief Executive Officer, the
President and the Chief Financial Officer of the Company, and such
other individuals as the Member may designate from time to
time.
Section
6.2. Fiscal Year. The
Company’s fiscal year shall begin on October 1 and end on
September 30 of each year.
ARTICLE VII
DISSOLUTION AND LIQUIDATION
Section
7.1. Dissolution. The Company shall be dissolved upon the first of
the following events to occur:
(a) the determination
of the Member;
(b) the entry of a
judicial decree of dissolution of the Company pursuant to the Act;
or
(c) if there are no
Members.
Section
7.2. Liquidation.
(a) Upon a dissolution
of the Company, the Company shall wind up its affairs and
distribute its assets as follows:
(1) first,
to creditors for the payment of debts and liabilities of the
Company (including liabilities to the Member in respect of loans,
together with interest thereon);
(2) next,
to the establishment of such reserves for contingent liabilities of
the Company as are deemed necessary or desirable by the Member;
and
(3) thereafter,
to the Member.
(b) Following the
liquidation of the Company, the Member shall cause to be filed a
Certificate of Cancellation of the Certificate of Formation of the
Company with the Office of the Secretary of State of the State of
Delaware.
ARTICLE VIII
MISCELLANEOUS
Section
8.1. Governing Law. This Agreement shall be governed by, construed,
interpreted and enforced in accordance with the laws of the State
of Delaware, without regard to choice or conflict of laws
principles that would defer to the substantive laws of any other
jurisdiction.
Section
8.2. Severability. The provisions hereof are severable and in the
event that any provision of this Agreement shall be determined to
be illegal, invalid or unenforceable in any respect by a court of
competent jurisdiction, the remaining provisions hereof shall not
be affected, but shall, subject to the discretion of such court,
remain in full force and effect, and any illegal, invalid or
unenforceable provision shall be deemed, without further action by
the Member, amended and limited to the extent necessary to render
such provision, as so amended and limited, legal, valid and
enforceable.
Section
8.3. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Member and the Member’s legal
representatives, successors and permitted assigns. This Agreement
is not intended, and shall not be deemed, to create or confer any
right or interest for the benefit of any person or entity not a
party hereto.
Section
8.4. Titles and Captions. The titles and captions of the Articles and
Sections of this Agreement are for convenience of reference only
and do not in any way define or interpret the intent of the parties
or modify or otherwise affect any of the provisions hereof and
shall not have any effect on the construction or interpretation of
this Agreement.
Section
8.5. Grammatical
Conventions. Whenever the
context so requires, each pronoun or verb used herein shall be
construed in the singular or the plural sense and each capitalized
term defined herein and each pronoun used herein shall be construed
in the masculine, feminine or neuter sense.
Section
8.6. References. The terms “herein,”
“hereto,” “hereof,” “hereby,”
and “hereunder,” and other terms of similar import,
refer to this Agreement as a whole, and not to any Section or other
part hereof.
Section
8.7. Amendments. Amendments to this Agreement may be made only
with the consent of the Member.
IN
WITNESS WHEREOF, the Member has
duly executed this Agreement as of the date first above
written.
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LHL
STRATEGIES, INC.
By: /s/
Xxxxxxx Freedman_____
Name:
Xxxxxxx Xxxxxxxx
Title:
Chief Executive Officer
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[Signature
Page Lighthouse Life Capital, LLC Amended and Restated Limited
Liability Company Agreement]
Exhibit
A
Certificate of Formation
Schedule 2.1
Contributed Assets
1.
The Member’s
membership interest in Lighthouse Life Direct, LLC, a Delaware
limited liability company; and
2.
The Member’s
membership interest in Lighthouse Life Solutions, LLC, a Delaware
limited liability company.
