LIMITED LIABILITY COMPANY AGREEMENT OF INTERNATIONAL INVESTMENTS MANAGEMENT LLC A Delaware Limited Liability Company DATED AS OF: JULY 11, 2007
TABLE OF CONTENTS
| Page | ||||
1. Name; Formation |
1 | |||
2.
Definitions; Rules of Construction |
1 | |||
3. Purpose |
2 | |||
4. Offices |
2 | |||
5. Shareholders |
3 | |||
6. Term |
3 | |||
7. Management of the Company |
3 | |||
8. Capital Contributions; Administrative Matters; Certificates |
4 | |||
9. Assignments of Interests |
5 | |||
10. Resignation |
5 | |||
11. Additional Shareholders |
5 | |||
12. Distributions |
5 | |||
13. Return of Capital |
5 | |||
14. Title to Company Property |
6 | |||
15. Dissolution |
6 | |||
16. Winding up of the Company |
6 | |||
17. Distributions in Kind |
7 | |||
18. Cancellation of Certificate of Formation |
7 | |||
19. Limitation of Liability |
7 | |||
20. Standard of Care; Indemnification of Directors, Officers,
Employees and Agents |
7 | |||
21. Amendments |
8 | |||
22. Governing Law |
9 | |||
23. Entire Agreement |
9 | |||
24. Parties in Interest |
9 | |||
Schedule I
|
- | Identification of Shareholders, Addresses and Capital Contributions | ||
Schedule II
|
- | Identification of Officers | ||
Schedule III
|
- | Identification of Directors | ||
Exhibit A
|
- | Bylaws | ||
Exhibit B
|
- | Form of Certificate |
-i-
OF
INTERNATIONAL INVESTMENTS MANAGEMENT LLC
July 11, 2007
THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for
the purpose of setting forth certain of the terms and conditions for International Investments
Management LLC, a limited liability company (the “Company”) formed pursuant to the provisions of
the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as in
effect from time to time, the “Delaware Act”):
1. Name; Formation.
(a) The name of the Company is International Investments Management LLC, or such other name as
the Board of Directors may from time to time hereafter designate.
(b) The Company was formed as a limited liability company under the Delaware Act by the
execution and filing by an “authorized person,” within the meaning of the Delaware Act, of a
certificate of formation with the Secretary of State of the State of Delaware on June 14, 2007. The
execution, delivery and filing of such certificate of formation is hereby approved, ratified and
confirmed in all respects.
2.
Definitions; Rules of Construction. In addition to terms
otherwise defined herein, the following terms are used herein as defined below:
“CBIH” means CBI Holdings Inc., a Delaware corporation.
“Board” or “Board of Directors” means the governance board of
the Company consisting of all Directors, as referenced in Section 7.
“Bylaws” shall mean the Bylaws of the Company as amended from
time to time which Bylaws are expressly incorporated herein by
reference as part of this Agreement. The initial Bylaws of the
Company are attached hereto as Exhibit A and are hereby adopted and
approved by the Shareholders.
“Capital Contribution” means, with respect to any Shareholder,
the amount or value of cash (or promissory obligations), property or
services contributed by such Shareholder to the Company in
accordance with Section 8.
1
“Certificate” means a certificate substantially in the form of
Exhibit B to this Agreement issued by the Company that evidences an
Interest in the Company.
“Director” means a member of the Board of Directors as
designated in, or selected pursuant to, Section 7. Each Director
shall constitute a ‘manager’ of the Company, as such term is defined
in Section 18-101 of the Delaware Act.
“Interest” means the ownership interest of a Shareholder in the
Company (which shall be considered personal property for all
purposes), consisting of (i) such Shareholder’s interest in
distributions of the Company (based, at any time of determination,
on the number of Shares owned of record by such Shareholder divided
by the number of all then-issued and outstanding Shares), (ii) such
Shareholder’s right to vote or grant or withhold consents with
respect to Company matters as provided herein or in the Delaware Act
and (iii) such Shareholder’s other rights and privileges as provided
herein or in the Delaware Act.
“Shareholders” means CBIH and all other persons or entities
admitted as additional or substituted Shareholders pursuant to this
Agreement, so long as they remain Shareholders. Reference to a
“Shareholder” means any one of the Shareholders. Each Shareholder
shall constitute a “member” of the Company, as such term is defined
in Section 18-101 of the Delaware Act.
“Shares” means the units into which Interests in the Company
shall be divided, which term may include fractions of Shares as well
as whole Shares. The Shares shall be designated Common Stock, par
value $0.01 per share. The Company shall be authorized to issue 500
shares. All Shares issued hereunder shall be fully paid,
non-assessable and non-redeemable.
Words used herein, regardless of the number and gender used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.
3. Purpose. The purposes and powers of the Company shall be to engage in any lawful
act or activity that may be engaged in by a limited liability company formed under the Delaware
Act, as such businesses or other activities may be determined by the Board of Directors from time
to time.
4. Offices.
(a) The principal office of the Company, and such additional offices as the Board of
Directors may determine to establish, shall be located at such place or places inside
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or outside of the United States, but not in the United Kingdom, as the Board of Directors may
designate from time to time.
(b) The registered office of the Company in the State of Delaware is located at 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The registered agent of the Company for service of
process at such address is The Corporation Trust Company. Such registered office or registered
agent may be changed by the Board of Directors from time to time.
5.
Shareholders. The name and business, mailing or residence address of each Shareholder of
the Company are as set forth on Schedule I, as the same may be amended by the Board from time to
time to reflect the addition, substitution or resignation of Shareholders in accordance with the
terms of this Agreement.
6.
Term. The term of the Company shall be perpetual unless the Company is dissolved and
terminated in accordance with Section 15.
7. Management of the Company.
(a) Subject to the delegation of rights and powers as provided for herein and in the Bylaws,
the Board of Directors shall have the sole right to manage the business of the Company and shall
have all powers and rights necessary, appropriate or advisable to effectuate and carry out the
purposes and business of the Company. No Shareholder, by reason of its status as such, shall have
any authority to act for or bind the Company or otherwise take part in the management of the
Company, but shall have only the right to vote on or approve the actions specified herein or in the
Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or
determined by the Shareholders. At any time that there is only one Shareholder, any and all action
provided for herein or in the Bylaws to be taken or approved by the “Shareholders” shall be taken
or approved by the sole Shareholder.
(b) The Company shall have such officers as are provided for in the Bylaws, and such officers
shall be elected and removed in accordance with the Bylaws. The names and titles of the initial
officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ,
or otherwise contract with such other persons or entities for the transaction of the business of
the Company or the performance of services for or on behalf of the Company as it shall determine in
its sole discretion. The Board of Directors may delegate to any officer of the Company or to any
such other person or entity such authority to act on behalf of the Company as the Board of
Directors may from time to time deem appropriate in its sole discretion (which delegated authority
may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by
the Board). The salaries or other compensation, if any, of the officers and agents of the Company
shall be fixed from time to time by the Board of Directors.
(c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking
of any of the following described actions has been authorized by the Board of Directors, any
Director or officer of the Company, or any other person specifically authorized by the Board of
Directors, may execute any contract or other agreement or document
3
on behalf of the Company and may execute on behalf of the Company and file with the Secretary of
State of the State of Delaware any certificates or filings provided for in the Delaware Act.
(d) The Board of Directors shall consist of three (3) Directors or such other number as the
Board of Directors shall determine. The Board of Directors shall be composed of the individuals
identified on Schedule III, as the same shall be amended by the Board from time to time to reflect
changes in the membership of the Board of Directors in accordance with terms of this Agreement.
(e) Vacancies on the Board of Directors from whatever cause shall be filled by the remaining
Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1)
year and thereafter until their respective successors are duly elected by the Shareholders or until
their earlier death, retirement, incapacity or removal. Directors can be removed with or without
cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with
the conduct of the business of the Company shall be made in the manner provided in the Bylaws,
unless otherwise specifically provided herein.
8.
Capital Contributions; Administrative Matters; Certificates
(a) CBIH has contributed to the Company the cash or other property identified, and has been
issued the class and the number of Shares listed, on Schedule I. Except as otherwise agreed by all
Shareholders, CBIH has no right or obligation to make any further capital contributions to the
Company. Any other persons or entities hereafter admitted as Shareholders of the Company shall make
such contributions of cash (or promissory obligations), property or services to the Company as
shall be determined by the Board of Directors at the time of each such admission.
(b) (i) Each Shareholder’s Interest in the Company shall be evidenced by a Certificate.
Each Certificate shall be executed by the President or any Vice President and the Secretary or any
Assistant Secretary (or other persons designated by the Board of Directors or in the Bylaws).
(ii) The Company shall keep or cause to be kept a register in which, subject to such
regulations as the Board of Directors may adopt, the Company will provide for the registration of
Shares and the registration of transfers of Shares. The Board of Directors shall maintain such
register and provide for such registration. Upon surrender for registration of transfer of any
Certificate, and subject to the further provisions of this Section 8(b) and the limitations on
transfer contained elsewhere in this Agreement or in the Bylaws, the Company will cause the
execution, in the name of the registered holder or the designated transferee, of one or more new
Certificates, evidencing the same aggregate number of Shares as did the Certificate surrendered.
Every Certificate surrendered for registration of transfer shall be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly
executed, by the registered holder thereof or such holder’s authorized attorney.
(iii) The Company shall issue a new Certificate in place of any Certificate previously
issued if the record holder of the Certificate (A) makes proof by affidavit,
4
in form and substance satisfactory to the Board of Directors, that a previously issued Certificate
has been lost, destroyed or stolen, (B) requests the issuance of a new Certificate before the
Company has received notice that the Certificate has been acquired by a purchaser for value in good
faith and without notice of an adverse claim, (C) if requested by the Board of Directors, delivers
to the Company a bond, in form and substance satisfactory to the Board of Directors, with such
surety or sureties and with fixed or open liability as the Board of Directors may direct, to
indemnify the Company, as registrar, against any claim that may be made on account of the alleged
loss, destruction or theft of the Certificate, and (D) satisfies any other reasonable requirements
imposed by the Board of Directors.
(iv) A Share in the Company evidenced by a Certificate shall constitute a security for all
purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of
Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction.
Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the
issuer of Shares.
9. Assignments of Interests.
(a) The Shares shall be freely transferable.
(b) The Board of Directors shall amend Schedule I from time to time to reflect transfers made
in accordance with, and as permitted under, this Section 9. Any purported transfer of Shares in
violation of this Section 9 shall be null and void and shall not be recognized by the Company.
10. Resignation. No Shareholder shall have the right to resign from the Company except
with the consent of all of the other Shareholders and upon such terms and conditions as may be
specifically agreed upon between such other Shareholders and the resigning Shareholder. The
provisions hereof with respect to distributions upon resignation are exclusive and no Shareholder
shall be entitled to claim any further or different distribution upon resignation under Section
18-604 of the Delaware Act or otherwise.
11. Additional Shareholders. The Board of Directors shall have the right to admit
additional Shareholders upon such terms and conditions, at such time or times, and for such Capital
Contributions as shall be determined by the Board of Directors; and in connection with any such
admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address and
Capital Contribution of the additional Shareholder and the number of Shares issued to the
additional Shareholder in respect of its Capital Contribution.
12. Distributions. Distributions of cash or other assets of the Company shall be made
at such times and in such amounts as the Board of Directors may determine. Distributions shall be
made to Shareholders pro rata based on the number of Shares owned by each.
13. Return of Capital. No Shareholder or Director shall have any liability for the
return of any Shareholder’s Capital Contribution which Capital Contribution shall be payable
5
solely from the assets of the Company at the absolute discretion of the Board of Directors,
subject to the requirements of the Delaware Act.
14. Title to Company Property. All property owned by the Company, whether real or
personal, tangible or intangible, shall be deemed to be owned by the Company, and no Shareholder,
individually, shall have any interest in such property.
15. Dissolution. The Company shall be dissolved and its affairs wound up and
terminated upon the first to occur of the following:
(a) The determination of all of the Shareholders to dissolve the Company; or
(b) The occurrence of any event causing a dissolution of the Company under Section 18-801 of
the Delaware Act, unless the Company is continued as permitted under the Delaware Act.
16. Winding up of the Company. If the Company is dissolved pursuant to Section 15, the
Directors, or if there is no remaining Director, such person as is designated by the Shareholders
(the remaining Directors or such person being herein referred to as the “Liquidator”), shall
proceed to wind up the business and affairs of the Company in accordance with the requirements of
the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in
light of prevailing market conditions and so as to avoid undue loss in connection with any sale of
Company assets. This Agreement shall remain in full force and effect and continue to govern the
rights and obligations of the Shareholders and Directors and the conduct of the Company during the
period of winding up the Company’s affairs. The Liquidator, if other than a Director, shall have
and may exercise, without further authorization or consent of Shareholders, all of the powers
conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable
in the good faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably required in the good
faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The
Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such
liquidation in the following order of priority, unless otherwise required by mandatory provisions
of applicable law:
(a) to creditors, including Shareholders who are creditors, to the extent otherwise permitted
by law, in satisfaction of the liabilities of the Company (whether by payment or by the
establishment of reserves of cash or other assets of the Company for contingent liabilities in
amounts, if any, determined by the Liquidator to be appropriate for such purposes), other than
liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or
18-604 of the Delaware Act;
(b) to Shareholders and former Shareholders in satisfaction of liabilities for distributions
under 18-601 or 18-604 of the Delaware Act; and
(c) to
the Shareholders pro rata based on the number of shares owned by each.
6
17. Distributions in Kind. Notwithstanding the provisions of Section 16 which require
the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator
determines that a prompt sale of part or all of the Company’s assets would be impractical or would
cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time
(up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy
liabilities of the Company (other than those to Shareholders), and/or may distribute to the
Shareholders, in lieu of cash, as tenants in common undivided interests in such Company assets as
the Liquidator deems not suitable for liquidation. Any such in-kind distributions shall be made in
accordance with the priorities referenced in Section 16 as if cash equal to the fair market value
of the distributed assets were being distributed. Any such distributions in kind shall be subject
to such conditions relating to the disposition and management of such properties as the Liquidator
deems reasonable and equitable and to any joint operating agreements or other agreements governing
the operation of such properties at such time. The Liquidator shall determine the fair market
value of any property distributed in kind using such reasonable methods of valuation as it may
adopt.
18. Cancellation of Certificate of Formation. Upon the completion of the distribution
of Company property as provided in Sections 16 and 17, the Company shall be terminated, and the
Liquidator shall cause the cancellation of the Certificate of Formation and all qualifications of
the Company as a foreign limited liability company and shall take such other actions as may be
necessary to terminate the Company.
19. Limitation of Liability. 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 no Shareholder, Director or officer of the Company shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of being a Shareholder,
Director and/or officer.
20.
Standard of Care; Indemnification of Directors, Officers, Employees and Agents.
(a) No Director or officer of the Company shall have any personal liability whatsoever to the
Company or any Shareholder on account of such Director’s or officer’s status as a Director or
officer or by reason of such Director’s or officer’s acts or omissions in connection with the
conduct of the business of the Company; provided, however, that nothing contained herein shall
protect any Director or officer against any liability to the Company or the Shareholders to which
such Director or officer would otherwise be subject by reason of (i) any act or omission of such
Director or officer that involves actual fraud or willful misconduct or (ii) any transaction from
which such Director or officer derived improper personal benefit.
(b) The Company shall indemnify and hold harmless each Director and officer and the affiliates
of any Director or officer (each an “Indemnified Person”) against any and all losses, claims,
damages, expenses and liabilities (including, but not limited to, any investigation, legal and
other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any
action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person
may at any time become subject to or liable for by reason of the
7
formation, operation or termination of the Company, or the Indemnified Person’s acting as a
Director or officer under this Agreement, or the authorized actions of such Indemnified Person in
connection with the conduct of the affairs of the Company (including, without limitation,
indemnification against negligence, gross negligence or breach of duty); provided, however, that no
Indemnified Person shall be entitled to indemnification if and to the extent that the liability
otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person
that involves actual fraud or willful misconduct or (ii) any transaction from which such
Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive
termination of the Company. Each Indemnified Person shall have a claim against the property and
assets of the Company for payment of any indemnity amounts from time to time due hereunder, which
amounts shall be paid or properly reserved for prior to the making of distributions by the Company
to Shareholders. Costs and expenses that are subject to indemnification hereunder shall, at the
request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified
Person prior to final resolution of a matter, so long as such Indemnified Person shall have
provided the Company with a written undertaking to reimburse the Company for all amounts so
advanced if it is ultimately determined that the Indemnified Person is not entitled to
indemnification hereunder.
(c) The contract rights to indemnification and to the advancement of expenses conferred in
this Section 20 shall not be exclusive of any other right that any person may have or hereafter
acquire under any statute, agreement, vote of the Directors or otherwise.
(d) The Company may maintain insurance, at its expense, to protect itself and any
Director, officer, employee or agent of the Company or another limited liability company,
corporation, partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify such person
against such expense, liability or loss under the Delaware Act.
(e) The Company may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to advancement of expenses to any employee or agent of the
Company to the fullest extent of the provisions of this Section 20 with respect to the
indemnification and advancement of expenses of Directors and officers of the Company.
(f) Notwithstanding the foregoing provisions of this Section 20, the Company shall indemnify
an Indemnified Person in connection with a proceeding (or part thereof) initiated by such
Indemnified Person only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Company; provided, however, that an Indemnified Person shall be entitled to
reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof)
initiated by such Indemnified Person to enforce his or her right to indemnity or advancement of
expenses under the provisions of this Section 20 to the extent the Indemnified Person is successful
on the merits in such proceeding (or part thereof).
21. Amendments. Except as otherwise provided herein or in the Bylaws with respect
to amendments to the Schedules or the Bylaws, this Agreement may be amended only upon the
affirmative vote or written consent of all Shareholders.
8
22. Governing Law. This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Delaware.
23. Entire Agreement. This Agreement (including the Bylaws and the Schedules hereto)
contains the entire agreement among the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral or written, with respect to the
subject matter hereof.
24. Parties in Interest. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any person or entity other than the
Company and the Shareholders (and their respective successors or permitted assigns) any rights or
remedies under or by reason of this Agreement. The Company is executing this Agreement as a party,
and this Agreement shall constitute a contract among the Shareholders and between the Company and
each of the Shareholders.
9
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the first date
written above.
| SHAREHOLDER CBI HOLDINGS INC. |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President — Taxation | |||
Consented/Agreed To
By the Company as
Referenced in Section 24
By the Company as
Referenced in Section 24
| INTERNATIONAL INVESTMENTS MANAGEMENT LLC | ||||
By:
|
/s/ Xxxx Xxxxx | |||
| Name: Xxxx Xxxxx | ||||
| Title: Vice President — Taxation | ||||
SCHEDULE I
Shareholders
Shareholders
| Capital | ||||
| Name & Address | Contribution | Number of Shares | ||
CBI Holdings Inc. 000 Xxxx Xxxxxx |
300,100,000 ordinary shares, par |
00 | ||
Xxx Xxxxx, Xxx Xxxx 00000 |
value $1.00 per share, in High | |||
| Ridge Finance Limited | ||||
| 42,375,749 ordinary shares, par |
||||
| value $1.00 per share, of High | ||||
| Ridge Investments Limited | ||||
| $100 | ||||
SCHEDULE II
Identification of Officers
Identification of Officers
Xxxxxxx X. Xxxxxxxx
|
President & CEO | |
Xxxxx X. Xxxxxxx
|
Executive VP & Secretary | |
Xxxx Xxxxxxx
|
Executive Vice President | |
Xxxxx Xxxx
|
Executive Vice President | |
Xxxxx X. Xxxxxxxx
|
Executive Vice President | |
Xxxxx Xxxxxxx
|
Executive Vice President | |
Xxxx Xxxxxxx
|
Executive Vice President | |
Xxx Xxxxxxxx
|
Senior Vice President | |
Xxxx Xxxxxxxx
|
Senior Vice President | |
Xxxxxxxx X. Xxxxxx
|
Senior Vice President | |
Xxx XxXxxxx
|
Senior Vice President | |
Xxxx Xxxxxxx
|
Senior Vice President | |
Xxxxxxxx Xxxxxxx
|
Senior Vice President | |
Xxxxx Xxxxxxxxx
|
Senior Vice President | |
Xxxxxx Xxxxxx
|
Senior Vice President | |
Xxxxxxx Xxxx
|
Senior Vice President | |
Xxxxx Xxxxxxxxx
|
Senior Vice President | |
Xxxxx Xxxxxxxx
|
Senior Vice President | |
Xxxx Xxxxxx
|
Vice President | |
Xxxx XxXxxx
|
Vice President | |
Xxxxxxxxx X. Guest
|
Vice President | |
Xxxxx Xxxxxxx
|
Vice President | |
Xxxxxx Xxxxxxx
|
Vice President | |
Xxxxxx X. Xxxxxx
|
Vice President | |
Xxxx Xxxxx
|
Vice President | |
Xx Xxxxxxxx
|
Vice President | |
Xxxxxx Xxxxxxxx
|
Vice President | |
Xxxx Xxxxxxxx
|
Vice President | |
Xxxxxx X. Xxxxxx
|
VP & Assistant Secretary | |
Xxxxxx Xxxxx
|
VP & Assistant Secretary | |
Xxxxxxx Xxx Xxx
|
XX & Assistant Secretary | |
Xxxxxx Xxxxxxx
|
VP & Assistant Secretary | |
Xxxx Xxxxxxxx
|
Assistant Secretary | |
Xxxxx Xxxxxx
|
Assistant Secretary | |
Xxxxxxxxx X. Xxxxxxx
|
Assistant Secretary |
SCHEDULE III
Identification of Directors
Identification of Directors
Xxxxx X. Xxxxxxx
Xxxx Xxxxxxx
Xxxx X. Xxxxx
Xxxx Xxxxxxx
Xxxx X. Xxxxx
EXHIBIT A
BYLAWS
(See Attached)
EXHIBIT B
CERTIFICATE FOR INTEREST IN
INTERNATIONAL INVESTMENTS MANAGEMENT LLC
A Delaware Limited Liability Company
Certificate No. |
||||
| Class of Shares | No. of Shares | |||
International Investments Management LLC, a Delaware limited liability company (the
“Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] shares
of common stock, par value $0.01 per share of the Company (“Shares”). The rights, powers and
privileges associated with such Shares are set forth in the Limited Liability Company Agreement of
the Company dated as of July 11, 2007 (the “Company Agreement”), as the same may, from time to
time, be amended or amended and restated, under which the Company was formed and is existing,
copies of which are on file at the principal office of the Company. The terms of the Company
Agreement are incorporated herein by reference.
The Holder, by accepting this Certificate, is deemed to have agreed to become a Shareholder
of the Company, if admitted as such in accordance with the terms of the Company Agreement, and to
comply with and be bound by, and to have executed, the Company Agreement.
This Certificate and the Shares evidenced hereby are transferable in accordance with the
terms of the Company Agreement (subject to the limitations on transfer therein contained). No
Shares may be transferred unless and until this Certificate, or a written instrument of transfer
satisfactory to the Company, is duly endorsed or executed for transfer by the Holder or the
Holder’s duly authorized attorney, and this Certificate (together with any separate written
instrument of transfer) is delivered to the Company for registration of transfer.
| INTERNATIONAL INVESTMENTS MANAGEMENT LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[FORM OF REVERSE SIDE OF CERTIFICATE]
ASSIGNMENT OF INTEREST
FOR VALUE RECEIVED, the undersigned (the “Assignor”), hereby assigns, conveys, sells and
transfers unto:
Please print or typewrite Name and Address of Assignee
| Please insert Social Security or other Taxpayer Identification Number of Assignee |
of the Shares evidenced by this Certificate. Assignor irrevocably constitutes and
appoints the Company as its attorney-in-fact with full power of substitution to transfer the
above-referenced number of Shares on the books of the Company.
Date: |
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