LIMITED LIABILITY COMPANY AGREEMENT OF LIGHTHOUSE LIFE CAPITAL, LLC (A Delaware Limited Liability Company)
Exhibit 2(a)
OF
(A
Delaware Limited Liability Company)
THIS
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is effective as of
July 8, 2020, by LHL Strategies, Inc. (the “Member”) as the sole member of
Lighthouse Life Capital, LLC (the “Company”). In consideration of the
premises and the covenants 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 cash, 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
MANAGEMENT OF THE COMPANY
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 sole initial signatory for such
accounts shall be Xxxxxxx X. Xxxxxxxx.
Section
6.2. Fiscal
Year. The
Company’s fiscal year shall begin on January 1 and end on
December 31 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:
/Xxxxxxx Freedman_____
Name:
Xxxxxxx Xxxxxxxx
Title:
Chief Executive Officer
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Exhibit A
Certificate of Formation
Schedule 2.1
Initial Contribution
$100.00
