Talking Art LLC - Operating-Agreement_last

7/25/2019 Talking Art LLC - Operating-Agreement_last

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LIMITED LIABILITY COMPANY OPERATINGAGREEMENT

FORTalking Arts LLC

A Limited Liability Company

ARTICLE 1Company Formation

1.1 FORMATION. The Members hereby form a Limited Liability Company("Company") subject to the proisions of the Limited Liability CompanyAct as currently in e!ect as of this date. Articles of rgani#ation shall be$led %ith the &ecretary of &tate.

1.2 NAME. The name of the Company shall be' Talking Arts LLC.

1.3 REGISTERED AGENT. The name and location of the registered agentof the Company shall be'

ini#io ini#io *.A.+,- & /th&treet

ort Lauderdale0 L 111+-

1. TERM. The Company shall continue for a perpetual period0 unless'

(a)Members %hose capital interest as de$ned in Article 2.2 e3ceeds 4,percent ote for dissolution5 or

(b)Any eent %hich makes it unla%ful for the business of the Companyto be carried on by the Members5 or

(c) The death0 resignation0 e3pulsion0 bankruptcy0 retirement of a

Member or the occurrence of any other eent that terminates thecontinued membership of a Member of the Company5 or

(d)Any other eent causing dissolution of this Limited LiabilityCompany under the la%s of the &tate of lorida.

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1.! CONTIN"ANCE OF COMPANY. 7ot%ithstanding the proisions ofArticle +.80 in the eent of an occurrence described in Article +.8(c) and(d)0 if there is at least one or more remaining Members0 said remainingMembers shall hae the right to continue the business of the Company.&uch right can be e3ercised only by the unanimous ote of the remainingMembers %ithin ninety (/,) days after the occurrence of an eentdescribed in Article +.8(c). 9f not so e3ercised0 the right of the Members to

continue the business of the Company shall e3pire.

1.# B"SINESS P"RPOSE. The purpose of the Company is to undertakeany la%ful business0 including sell an online subscription bo3 serice tocustomers. &ubscription bo3es %ill contain gift items such as but notlimited to fashion accessories0 lifestyle0 home and beauty products.

1.$ PRINCIPAL PLACE OF B"SINESS. The location of the principal placeof business of the Company shall be'

+-,+ &: 41rdAenue*lantation0 L 111+;

*rincipal place of business may be changed at a location the Managersfrom time to time select.

1.% T&E MEMBERS. The name and place of residence of each member arecontained in 3hibit 2 attached to this Agreement.

1.' ADMISSION OF ADDITIONAL MEMBERS. 3cept as other%isee3pressly proided in the Agreement0 no additional members may beadmitted to the Company through issuance by the company of a ne%interest in the Company0 %ithout the prior unanimous %ritten consent ofthe Members.

ARTICLE 2

M(m)(r*+ Contri),tion*2.1 INITIAL CONTRIB"TIONS. The Members initially shall contribute to

the Company capital as described in 3hibit 1 attached to this Agreement.The agreed total alue of such property and cash is 14,


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2.2 ADDITIONAL CONTRIB"TIONS. 3cept as proided in Article -.20 noMember shall be obligated to make any additional contribution to theCompany>s capital.

ARTICLE 3Pro-t* Lo**(* an/ Di*tri),tion*

3.1 PROFITS0LOSSES. or $nancial accounting and ta3 purposes theCompany>s net pro$ts or net losses shall be determined on an annualbasis and shall be allocated to the Members in proportion to eachMember>s relatie capital interest in the Company as set forth in 3hibit 2as amended from time to time in accordance %ith Treasury ?egulation+.;,86+.

3.2 DISTRIB"TIONS. The Members shall determine and distribute

aailable funds annually or at more fre@uent interals as they see $t.Aailable funds0 as referred to herein0 shall mean the net cash of theCompany aailable after appropriate proision for e3penses and liabilities0as determined by the Managers. =istributions in li@uidation of theCompany or in li@uidation of a Member>s interest shall be made inaccordance %ith the positie capital account balances pursuant toTreasury ?egulation +.;,86l(b)(2)(ii)(b)(2). To the e3tent a Member shallhae a negatie capital account balance0 there shall be a @uali$ed incomeo!set0 as set forth in Treasury ?egulation +.;,86l(b)(2)(ii)(d).

ARTICLE I

Mana(m(nt

.1 MANAGEMENT OF T&E B"SINESS. The name and place of residenceof each Manager is attached as 3hibit + of this Agreement. y a ote ofthe Members holding a majority of the capital interests in the Company0as set forth in 3hibit 2 as amended from time to time0 shall elect somany Managers as the Members determine0 but no fe%er than one0 %ithone Manager elected by the Members as Chief 3ecutie Manager. Theelected Manager(s) may either be a Member or 7on6Member.

.2 MEMBERS. The liability of the Members shall be limited as proidedpursuant to applicable la%. Members that are not Managers shall take nopart %hateer in the control0 management0 direction0 or operation of theCompany>s a!airs and shall hae no po%er to bind the Company. TheManagers may from time to time seek adice from the Members0 but theyneed not accept such adice0 and at all times the Managers shall hae thee3clusie right to control and manage the Company. 7o Member shall be

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an agent of any other Member of the Company solely by reason of being aMember.

.3 POERS OF MANAGERS. The Managers are authori#ed on theCompany>s behalf to make all decisions as to (a) the sale0 deelopment

lease or other disposition of the Company>s assets5 (b) the purchase orother ac@uisition of other assets of all kinds5 (c) the management of all orany part of the Company>s assets5 (d) the borro%ing of money and thegranting of security interests in the Company>s assets5 (e) the pre6payment0 re$nancing or e3tension of any loan a!ecting the Company>sassets5 (f ) the compromise or release of any of the Company>s claims ordebts5 and0 (g) the employment of persons0 $rms or corporations for theoperation and management of the company>s business. 9n the e3ercise oftheir management po%ers0 the Managers are authori#ed to e3ecute anddelier (a) all contracts0 coneyances0 assignments leases0 sub6leases0franchise agreements0 licensing agreements0 management contracts and

maintenance contracts coering or a!ecting the Company>s assets5 (b) allchecks0 drafts and other orders for the payment of the Company>s funds5(c) all promissory notes0 loans0 security agreements and other similardocuments5 and0 (d) all other instruments of any other kind relating to theCompany>s a!airs0 %hether like or unlike the foregoing.

. C&IEF E4EC"TIE MANAGER. The Chief 3ecutie Manager shallhae primary responsibility for managing the operations of the Companyand for e!ectuating the decisions of the Managers.

.! NOMINEE. Title to the Company>s assets shall be held in theCompany>s name or in the name of any nominee that the Managers maydesignate. The Managers shall hae po%er to enter into a nomineeagreement %ith any such person0 and such agreement may containproisions indemnifying the nominee0 e3cept for his %illful misconduct.

.# COMPANY INFORMATION. s possession regarding the Company or its actiities. The

e3ercise of the rights contained in this A?T9CL 8.- shall be at there@uesting Member>s e3pense.



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.$ E4C"LPATION. Any act or omission of the Managers0 the e!ect of%hich may cause or result in loss or damage to the Company or theMembers if done in good faith to promote the best interests of theCompany0 shall not subject the Managers to any liability to theMembers.

.% INDEMNIFICATION. The Company shall indemnify any person %ho%as or is a party defendant or is threatened to be made a partydefendant0 pending or completed action0 suit or proceeding0 %hetherciil0 criminal0 administratie0 or inestigatie (other than an action by orin the right of the Company) by reason of the fact that he is or %as a

Member of the Company0 Manager0 employee or agent of theCompany0 or is or %as sering at the re@uest of the Company0 forinstant e3penses (including attorney>s fees)0 judgments0 $nes0 and

amounts paid in settlement actually and reasonably incurred inconnection %ith such action0 suit or proceeding if the Members

determine that he acted in good faith and in a manner he reasonablybelieed to be in or not opposed to the best interest of the Company0and %ith respect to any criminal action proceeding0 has no reasonablecause to beliee hisBher conduct %as unla%ful. The termination of any

action0 suit0 or proceeding by judgment0 order0 settlement0 coniction0or upon a plea of "nolo Contendere" or its e@uialent0 shall not in itselfcreate a presumption that the person did or did not act in good faithand in a manner %hich he reasonably belieed to be in the best interestof the Company0 and0 %ith respect to any criminal action or proceeding0

had reasonable cause to beliee that hisBher conduct %as la%ful.

.' RECORDS. The Managers shall cause the Company to keep at itsprincipal place of business the follo%ing'

(a) a current list in alphabetical order of the full name and the lastkno%n street address of each Member5

(b) a copy of the Certi$cate of ormation and the Company peratingAgreement and all amendments5

(c) copies of the Company>s federal0 state and local income ta3returns and reports0 if any0 for the three most recent years5

(d) copies of any $nancial statements of the limited liability companyfor the three most recent years.



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ARTICLE Comp(n*ation

!.1 MANAGEMENT FEE. Any Manager rendering serices to the Companyshall be entitled to compensation commensurate %ith the alue ofsuch serices.

!.2 REIMB"RSEMENT. The Company shall reimburse the Managers orMembers for all direct out6of6pocket e3penses incurred by them inmanaging the Company.

ARTICLE IBoo55((pin

#.1 BOO6S. The Managers shall maintain complete and accurate books of

account of the Company>s a!airs at the Company>s principal place ofbusiness. &uch books shall be kept on such method of accounting as theManagers shall select. The company>s accounting period shall be thecalendar year.

#.2 MEMBER7S ACCO"NTS. The Managers shall maintain separate capitaland distribution accounts for each member. ach member>s capitalaccount shall be determined and maintained in the manner set forth inTreasury ?egulation +.;,86l(b)(2)(i) and shall consist of his initial capital

contribution increased by'

(a)any additional capital contribution made by himBher5

(b)credit balances transferred from his distribution account to hiscapital account5

and decreased by'

9. distributions to himBher in reduction of Company capital5

99. the Member>s share of Company losses if charged to hisBher

capital account.

#.3 REPORTS. The Managers shall close the books of account after theclose of each calendar year0 and shall prepare and send to each membera statement of such Member>s distributie share of income and e3pensefor income ta3 reporting purposes.

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ARTICLE IITran*8(r*

$.1 RIG&T OF FIRST REF"SAL. 9f at any time a Member proposes to sell0assign or other%ise dispose of all or any part of his interest in the

Company0 such Member shall $rst make a %ritten o!er to sell suchinterest to the other Members at a price determined by mutualagreement. 9f such other Members decline or fail to elect such interest%ithin thirty (1,) days0 and if the sale or assignment is made and theMembers fail to approe this sale or assignment unanimously then0pursuant to the applicable la%0 the purchaser or assignee shall hae noright to participate in the management of the business and a!airs of theCompany. The purchaser or assignee shall only be entitled to receie theshare of the pro$ts or other compensation by %ay of income and thereturn of contributions to %hich that Member %ould other%ise be entitled.

$.2 DRAG9ALONG RIG&T.9f Members o%ning at least -, of the 9nterests(the DCompellorsE) propose to (i) sell for alue the 9nterests held by them(the D Controlling 9nterestsE)0 %hether by a sale of 9nterests or a merger orconsolidation inoling the Company0 or (ii) cause the Company to sell allor substantially all of the assets of the Company (each such transaction0 aD=rag6Along &aleE)0 in each case to a *otential *urchaser0 but only in theeent that the 7on6&elling Members elect not to e3ercise their right topurchase all of the !ered


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Member ption *eriod (the D3piration =ateE). ach Tag6Along Membershall be entitled to include in the Tag6Along &ale each such Tag6AlongMemberFs pro rata portion of interest in the company (the D Tag6Along9nterestE).


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&ignature*ercent' 4,

GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG Print(/ Nam(' Ialerio &pinaci&ignature

*ercent' 4,

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E4&IBIT 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENTFOR

Ta;5in Art* LLC

LISTING OF MANAGERS

y a majority ote of the Members the follo%ing Managers %ere elected tooperate the Company pursuant to A?T9CL 8 of the Agreement'

GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG*rinted 7ame' Melina ?osenberg

Chief 3ecutie ManagerAddress'*lantation0 L 111+;

GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG*rinted 7ame' Ialerio &pinaciManagerAddress' +,- & /TJ&T?Tort Lauderdale0 L 111+-

The aboe listed Manager(s) %ill sere in their capacities until they areremoed for any reason by a majority ote of the Members as de$ned byA?T9CL 8 or upon their oluntary resignation.

&igned and Agreed this 21rd day of Kanuary 2,+-.

GGGGGGGGGGGGGGGGGGGGGGGGGGGGG *rinted 7ame' Melina ?osenberg&ignature of Member

GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *rinted 7ame' Ialerio &pinaci&ignature of Member

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E4&IBIT 2


FORTa;5in Art* LLC

LISTING OF MEMBERS

As of the 21rd day of April0 2,+4 the follo%ing is a list of Members of theCompany'

Nam(


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E4&IBIT 3


FORTa;5in Art* LLC

CAPITAL CONTRIB"TIONS

*ursuant to A?T9CL 20 the Members> initial contribution to the Companycapital is stated to be 14,. The description and each indiidual portion ofthis initial contribution is as follo%s'

Melina ?osenberg +;4

Ialerio &pinaci +;4

&97= A7= A?= this 21rd day of Kanuary 2,+-.

GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGMember Member

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Talking Art LLC - Operating-Agreement_last