Amended and Restated Operating Agreement of DocHouse LLC
Exhibit T3B-30
Amended and Restated
of
DocHouse LLC
This Amended and Restated Operating Agreement (the "Agreement") of DocHouse LLC (the "Company"), effective as of November 18, 2020, is entered into by and between the Company and CSAC Acquistion Inc., as the single member of the Company (the "Member").
WHEREAS, the Company was formed as a limited liability company on February 9, 2015 by the filing of a certificate of organization (the "Certificate of Organization") with the Department of State of the Commonwealth of Pennsylvania ("Department of State") pursuant to and in accordance with the Pennsylvania Uniform Limited Liability Company Act of 2016, as amended from time to time (the "ULLCA"); and
WHEREAS, on November 18, 2020, DocHouse Holdings, LLC, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx XxXxxxxx and Xxxxxxx Xxxxx collectively, the Sellers, transferred their 100% ownership interest in the Company to Member; and
WHEREAS, the Member now desires to amend and restate the original agreement in its entirety. The Member and the Company agree that the membership in and management of the Company shall be governed by the terms set forth herein.
NOW, THEREFORE, the Member and the Company agree as follows:
1. Name. The name of the Company is DocHouse LLC.
2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the ULLCA and to engage in any and all activities necessary or incidental thereto.
3. Powers. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is organized, including the powers granted by the ULLCA.
4. Registered Office. The registered office of the Company in the Commonwealth of Pennsylvania shall be the location or commercial registered office provider set forth in the Certificate of Organization.
If the registered office or commercial registered office provider shall change, the Member shall promptly amend the Certificate of Organization or file a certificate of change of registered office with the Department of State in the manner provided by the ULLCA.
| 5. | Members. |
a. Current Member. The Member owns 100% of the transferable interests of the Company. The name and the business, residence, or mailing address of the Member is as follows:
000 Xxxxxxx Xxx., 00xx Xx.
New York, NY 10022
b. Additional Members. One or more additional members may be admitted to the Company with the written consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement or adopt a new operating agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.
c. No Certificates for Transferable Interests. The Company will not issue any certificates to evidence ownership of transferable interests.
| 6. | Management. |
| 6.1 | Management of the Company. |
a. The Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial manager is Xxxxxxxx Xxxxxxxxx.
b. The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the ULLCA, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement.
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c. The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. Officers may be removed by the Manager for any reason with or without cause. If an Officer is removed, resigns, dies or becomes incapacitated, the Manager may appoint a new Officer.
d. The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.
6.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing and Section 6.1(b), the Manager shall have the power and authority to (and may delegate such power and authority to any Authorized Person):
a. establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
b. bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and
c. execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the purchase of business assets and the assumption of liabilities.
The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.
7. No Management by Other Persons or Entities. Other than as authorized in this Agreement, no other person or entity shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.
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8. Reliance by Third Parties. Any person or entity dealing with the Company may rely upon a certificate signed by the Member, the Manager or any Officer as to:
a. the identity of the Member, the Manager or any Officer;
b. the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member, the Manager or any Officer or are in any other manner germane to the affairs of the Company;
c. the persons who or entities which are authorized to execute and deliver any instrument or document for or on behalf of the Company; or
d. any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Member, the Manager or any Officer.
| 9. | Liability of Member; Indemnification. |
a. Liability of Member. Except as otherwise required by the ULLCA, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member shall not be personally liable for any such debt, obligation, or liability of the Company solely by reason of being or acting as a member of the Company or participating in the management, control, or operation of the business of the Company.
b. Indemnification. To the fullest extent permitted under the ULLCA (after waiving all ULLCA restrictions on indemnification other than those which cannot be eliminated), the Member, the Manager and each Officer (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim, or expense (including attorneys' fees) whatsoever incurred by the Member, the Manager and each Officer relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Member, the Manager and each Officer on behalf of the Company; provided, however, that any indemnity under this Section 7(b) shall be provided out of and to the extent of Company assets only, and neither the Member nor any other person shall have any personal liability on account thereof.
10. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 12.
11. Capital Contributions. The Member hereby agrees to contribute to the Company such cash, property, or services as determined by the Member from time to time, or loan funds to the Company, as the Member may determine in its sole and absolute discretion; provided, that absent such determination, the Member is under no obligation whatsoever, either express or implied, to make any such contribution or loan to the Company.
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| 12. | Tax Status; Income and Deductions. |
a. Tax Status. As long as the Company has only one member, it is the intention of the Company and the Member that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Member shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company's tax status as a disregarded entity.
b. Income and Deductions. All items of income, gain, loss, deduction, and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction, and credit of the Member.
13. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager.
| 14. | Dissolution and Liquidation. |
a. Dissolution Events. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Subchapter G of the ULLCA, unless the Company's existence is continued pursuant to the ULLCA.
b. Winding Up. Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. The Member may, in the Member's discretion and in accordance with the ULLCA, do either (or both) of the following: (i) file a certificate of dissolution with the Department of State or (ii) give written or published notice (or both) of the dissolution to claimants of the Company.
c. Distribution of Proceeds. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) second, to the Member.
d. Certificate of Termination. Upon the completion of the winding up of the Company, the Member shall file a certificate of termination with the Department of State in accordance with the ULLCA.
| 15. | Miscellaneous. |
a. Amendments. Amendments to this Agreement may be made only with the written consent of the Member.
b. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.
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c. Severability. If any provision of this Agreement shall be declared to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall survive to the extent it is not so declared, and the validity, legality, and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.
d. No Third Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first written above.
MEMBER:
| CSAC ACQUISITION INC. | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Xxxxxxxx Xxxxxxxxx, President | ||
COMPANY:
| DOCHOUSE LLC | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Xxxxxxxx Xxxxxxxxx, Manager | ||
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