EFTA Document EFTA01295071

Oyu si, cbPili tstb ARTICLE OF ORGANIZATION OP Ma MC I, the undersigned natural person of the age of eighteen years or more, acting as Organizer of a limited liability company under the Uniform Limited Liability Company Act, Chapter IS, Title IS, Virgin blends Code ('Uniform limited li ability Company Act"), do hereby adopt the following Articles of Organimain such limited liability company: ARTICLE ONE NA)16.41WBEILANXIMODETAMIT Name )• : 4 FS. w, co ;,S t The name of the limited Stability company organized hereby is (the "Compauf), Address Z. The physical end mailing addressee of the initial designated office of the Company are 9100 Port of Sok Mall, Suite a St Thomas, U.S. Virgin blends 00802. Resident Agent 3. The name and physical address of the Company's Initial resident agent for service of process are Business Basics VI, LIG, 9100 Port of Sate Mell, Suite 15, St Thomas, US. Virgin islands 00802, ARTICLE TWO PIBUSUB The purpose for which the Company is organised Is to engage in any and all lawful purposes for which a limited liability compact maybe organized under the Uniform limited LlabilIV Company Act and other laws of the US. Virgin Ishinds, The foregoing paragraph shall be construed as enumerating both ablest: and purposes of the Company, and ft Is hereby esprestity provided that the foregoing enumeration of spedfit purposes shall not be held to limit or resbict in any manner the purposes of this Company othetwhe permitted bylaw. ARTICLE TRUE aumimmAND_Cfnaltaall The period of duration of the Company shall be perpetual. No member or disassociated member shell hove the power tn dissolve the Company by his or her 1 SDNY_GM_00053789 CONFIDENTIAL — PURSUANT TO FED R.QP .NEIDENTIAL DB-SDNY-0016613 EFTA_00164359 EFTA01295071 independent act pursuant to the provisions of Section 1801, Subsections (4) and (5) of the Uniform Limited Liability Company Act. ARTICLE FOUR 9.826.1BIZEB The name and physical address of the Organizer of the Company Is Erika A. Kellerhals, 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ARTICLE FM MANAGEMENT The Company shall be manager managed. The initial manager of the company shall be Lawrence Visoski. The physical and mailing address of the manager is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (1) a breach of a manager's duty of loyalty to the Company or its members, (II) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves Intentional misconduct or a /mowing violation of the law, (ill) a transaction from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. 2 SDNY_GM_00053790 CONFIDENTIAL — PURSUANT TO FED_ R.Q0 AKE I DENTIAL DB-SDNY-0016614 EFTA_00164360 EFTA01295072 Anima EIGHT MEMBER LIAtilLITY No member of the Company shall be liable for the debts end obligations of the Company under Section 1303, Subsection (c) of the Uniform Limited Liability Company Act ARTICLE NINE SZa If any phrase, clause, sentence, paragraph, or provision of these Articles of Organization is held to be vold or Illegal, then it shall not Impair or aften the balance of these Articles of Organisation, and the undersigned Organizer of die Company does hereby declare that she would have signed and executed the balance of these Articles of Organization without such void or Mega! provisions. frlimature pap klIcnits) a SDNY_GM_00053791 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0016615 EFTA 00164.361 EFTA01295073 IN vartiess wugazoir, the undersigned person has hereunto set her band as Organiser of the Company this/Styof October, 2012. &Dot ; IN THS TERRITORY OF THI3UNITBD STATES VIRGIN ISLANDS ) DISTRICT OF ST. THOMAS/ST. JOHN ) • .. 1— r• r- ,, BOFORS ME, the undersigned authority, on this eday or October kot2; personally . .. . appeared 8dM A. Kellerhak, who being by me first duly sworn, dethiredshat she Is the person who signed the foregoing Amides of Organisation as the Organiser of NICE, LLC, * US. Virgin Islands limited Ilablitty company, and that theitatementst contained In the foregoing Articles ofOrganization am true. Public In an r the Territory of the United States Wen Islands My commission actress 4 km A. Cesri Mary Millelt1•134-11 A Twos Cassiake tem OtawS1901/ SDNY_GM_00053792 CONFIDENTIAL — PURSUANT TO FED. R.CON(F IDENTIAL DB-SONY-0016616 EFTA_00 I 64362 EFTA01295074