AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROYALTYTRADERS LLC
Exhibit 2.2
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of RoyaltyTraders LLC, a Delaware limited liability company (the “Company”) is entered into effective as of October 11, 2024 by SAJA LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”) and as the initial manager of the Company (a “Manager”). The Member and the Manager agree as follows:
1. The Limited Liability Company.
1.1 Formation. The Company was originally formed as a limited liability company by the filing of certificate of formation under the Delaware Limited Liability Company Act (the “Act”). The name of the Company shall be RoyaltyTraders LLC and the Company shall do business under such other trade names as the Manager shall determine from time to time.
1.2 Certificate of Formation. A certificate of formation that complies with the requirements of the Act have been properly filed with the Delaware Secretary of State. In the future, the Manager shall execute such further documents and take such further action as shall be appropriate or necessary to comply with the requirements of law for the formation and operation of a limited liability company in all states and counties where the Company elects to carry on its business.
1.4 Principal Office; Agent. The principal office of the Company shall be as on record with the Delaware Secretary of State, unless and until changed by the Manager. The Company’s initial registered office and the name of the registered agent at such address are as set forth in the Certificate of formation. The registered office and registered agent may be changed from time to time by the Manager by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State pursuant to the Act.
1.5 Sole Member. The Member is the sole member of the Company.
1.6 Supersedes Prior Agreements. This Agreement amends and restates in its entirety and supersedes the Limited Liability Company Agreement of the Company dated March 28, 2021 and all other prior limited liability company agreements of the Company in any form.
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(a) first, paying the debts and liabilities of the Company and the expenses of liquidation; and
(b) next, establishing such reserves as the Manager, acting as liquidator (in accordance with Article 8) reasonably may deem necessary for any contingent liabilities of the Company.
5. Management, Actions, Limitation of Liability and Indemnification.
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5.3 Limitation of Liability/Indemnification.
i. To the fullest extent permitted by the laws of Delaware, the Company shall indemnify and hold harmless the Member, each Manager, and each officer of the Company (each, an “Indemnitee”), from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Damages”) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Company, regardless of whether an Indemnitee continues to be a Member, Manager or officer of the Company at the time any such liability or expense is paid or incurred.
ii. Expenses (including reasonable attorneys’ fees and disbursements) incurred in defending any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid (or caused to be paid) by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined, by a court of competent jurisdiction from which no further appeal may be taken or the time for any appeal has lapsed (or otherwise, as the case may be), that the Indemnitee is not entitled to be indemnified by the Company as authorized hereunder or is not entitled to such expense reimbursement.
iii. The indemnification provided by Section 5.3(b)(i) hereof shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or vote of the Member or Manager, as a matter of law or otherwise, both (A) as to action in the Indemnitee’s capacity as a Member or as a Manager or as an officer of the Company, and (B) as to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee and shall not be deemed to create any rights for the benefit of any other persons.
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iv. Any indemnification hereunder shall be satisfied only out of the assets of the Company, and the Member shall not be subject to personal liability by reason of these indemnification provisions.
v. The Company may purchase and maintain insurance on behalf of one or more Indemnitees and other persons against any liability that may be asserted against, or expense that may be incurred by, any such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability under the provisions of this Agreement.
vi. An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies.
7. Term. The Company shall continue until dissolved by any of the following events:
(a) the written consent of the Member; or
(b) any other event causing dissolution of a limited liability company under the Act.
8. Dissolution and Termination.
9.2 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.
[Signature page follows.]
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In witness whereof, the Member and the Manager have executed this Agreement to be effective as of the date first above written.
MEMBER: | ||
SAJA LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Xxxx Xxxxx | |
Xxxx Xxxxx, Manager |
By: | /s/ Xxxx Xxxxx | |
Xxxx Xxxxx, Manager |
MANAGER: | ||
SAJA LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Xxxx Xxxxx | |
Xxxx Xxxxx, Manager |
By: | /s/ Xxxx Xxxxx | |
Xxxx Xxxxx, Manager |
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