Motion to Amend in Jan S. Wimpfheimer, Simche Daniel Fulda v. East Hudson Capital Llc| Trellis.Law

On August 23, 2023 a Exhibit,Appendix was filed involving a dispute between Jan S. Wimpfheimer, Simche Daniel Fulda, and East Hudson Capital Llc, for Special Proceeding - Other - Commercial Division (CPLR ARTICLE 75) in the District Court of Queens County.

Preview
iD: PK 0:49 WV INDEX NO. 717523/2023
QU OUN JS
NYSCEF BOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

EXHIBIT “D”
INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

| AMND/OP/AGREE/ V 1/2022 ‘Tuesday,
2023Monday,
August 22, August 8, CONFIDENTIAL

ENTITY IDENTIFICATION
Name EAST HUDSON CAPITAL, LLC
(DELAWARE)
State ID N° "7104236
FEIN N° (83 2521253
Date ‘August22, 2023/\ 8, 2022

FIRST AMENDED OPERATING AGREEMENT
(‘Agreement’)

CONFIDENTIALITY NOTIC This document andall informationcontained herein, inclusive of any ad nd 1, amendment, appendix, exhibit, or schedule hereto, is Legally Privileged
and onfidential, and tity a Trade Secret ithin the meaning of the ric Espionage Act of 1996 [Codifiedat 18 USC. (90), 1 USC §§ 1 1832, (3). Ai
dectronic communication of this document ered by the Elec ic ommunica s Privacy Act of 1986 [Codified 18 USC §§ 136; 2510-2521, 01 N10, 3121
Unauthorized review, use, disc , Copy, ord tribution is stictly prohibited
= INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

| AMND/OP/AGREE/ V 1/2022 ‘Tuesday,
2023Monday,
August 22, August 8, CONFIDENTIAL

TABLE OF CONTENTS

11 Name.
1.2. Articles of Organization ignation of mit Classes.
1.3. Duration.
14. Designated Office and Agent
for Service of Process.
1.5. Purposes and Powers.
1.6. Intention for Company.
17. Title to Assets.
1.8. Amending of Article I.

2.1 Books and Records.
2.2. Fiscal Y ear Accounting.
2.3. Reports.
24, Audits.
2.5. Amending of Article I

3.1 Capital Contributions and Membership Interests.
3.2. Admission of New Members.
3.3. Amending of Article III.

41 Allocations.
4.2. Optional Establi e ACCOl
43, Distributions...
44. Amending of Article IV.

5.1 General.
5.2. Membership Interests.
5.3. Lost Certificates.
5.4, Assignments and Permitted Dispositions.
5.5. Admission of Substitute Members.
5.6. Recording of Transfers of Membership Units.
5.7. Withdrawal.
5.8. Involuntary Conversion...
5.9. Sale of Members Unit.
5.10. Expulsion.
5.11 Amending of Article V.

61 Meetings of the Members.
6.2. Voting.
63. Required Vote.
64. Methodof Vot
65. Amending of Article VI.

71 Management of the Business.
7.2. Appointment, Nomination and. ion
7.3. Manager Designations......
7A, Meatings & Voting of the Board of Managers.
7.5. Interim Changes in the Board of Managers.
7.6. General Powers of the Managers..... a
7.7. Board of Manager's Decisions and Annual Meetings.
7.8. Standardof Care; Liability....
79. Appointment of Officers,
CONFIDENTIALIT This document and al al conta The ec lend mendmen xxhibit Legally vileged
and Confidential, nd c Trade Secret hin th meaning the E rom t of 96[( fied at 18 BL 11
dectronic commu ion o ycument iby Electronic Communic Act of 1986 ‘odified 18 1367, 2: 6]
authorized revi se,di copy, ord cy prohibited.
INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

| AMND/OP/AGREE/ V 1/2022 ‘Tuesday,
2023Monday,
August 22, August 8, CONFIDENTIAL

7.10. Compensation Structure. .....
711 Amending of Article VIL....

8.1 Exculpation of Liability.
8.2. Indenmification.
8.3. Amending of At le

9.1 Continuity of Life—Continuation of Company after Disassociation.
9.2. Dissolution.
9.3. Winding Up...
9.4, Amending of Article IX. 11

10.1. 11
10.2. Amendment. ..
10.3. Binding Authority and Severability.
10.4. Captions and Headings........
10.5. 11
10.6. Entire Agreement.
10.7. Facsimile, Digital Copies, and Communication. 122
10.8. Force Majeure. ..... 12
10.9. 12
10.10. Goveming Law, - Mediation, and Arbitration.
10.11. Independent Review; Construction.
10.12. Interpretation.
10.13. Language. 13
10.14. No Partnership.
10.15. Reference to Statutes.
10.16. Rights Cumulative
10.17. Signatories.
10.18. Time of the Essence.

CONFIDENTIALIT This document andall informationcontained herein nd eo ny addendum, amendment s Electronic Communic Act of 1986 Codified 18 67, 25: 21 6]
thorized n se, disc opy, ord stricly prohibited.
= INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

ENTITY IDENTIFICATION
Na EAST HUDSON CAPITAL, LLC BPRS UAT TO) aod WTS CPL) LZ
(DEI
State ID Ne 7104236 (OX cern)
FEIN N° 83 2521253
Date ‘August 2022

RECITALS
This First Amended (hereinafter
the “Agreement’) is made on August_ 2022 among EAST HUDSON CAPITAL, LLC, a
Delaware Limited Liability Company (the “Company”), those entities executing this Agreement as the members of the Company and all of those who
shall hereinafter
be admitted as members (hereinafter referred to individually, as a “Member,” and collectively, as “Members”) agree as follows:

ARTICLE I: ORGANIZATION
LL.
‘The nane of this limited liability company is EAST HUDSON CAPITAL, LLC.
1.2. Artides of Organization and Designation of Unit Classes.
Articles of Organization for the Company were filed with the Secretary of State for the State of Daaware on or about October 16,2018, pursuantto
provisions of Delaware Revised Stabutes Section 86 (hereinafter the “Act”). The Artides of Organization are altached as Exhibit B. The Company
hhas authorized a total of one hundred (100) authorized Class A membership interest units. The Company's Class Avmembership interest units
(hereinafter “Membership Interest Units”) confer upon their holders the right to vote on Company matters and all the additional rights, benefits and
obligations expressly set forth herein.
13.
‘The Company shall be unless otherwise stated in the Articles of Organization or until the Company @issolves and its affairs
are wound up
in accordance with the Act or this Agreement.
14. Designated
Office and Agent far Service
of Process.
‘The Registered Office and Resident A gent of the Company shall beas designated in the initial Articles of Organization. The Registered Office and/or
Resident. Agent may be changed from time to time. Any such change shall be made in accordance with the A ctand related regulations. If the Resident
Agent resigns, a simple plurality of the Members shall promptly appoint a sucoessor,
15. and Powers.
‘The purpose of the Company is to engage in any activity within the scope of the capital syndication industy. The Company shall have all the powers
necessary or convenient to affect any purpose for which it is formed, induding“all
powers granted by the Act.
16. Intention
for
The Members
have formed the Company as alimited liability company underthe Act. The Members specifically intend and agree that: the Company
isnota partnership, ora limited partnership, or any other fom of venture, but alimited liability company under and pursuantto the Act. No Member
or Manager shall be construed to be partner in the Company ora partner of any other Member, Manager, orperson, and the Articles of Organization,
this Operating Agreement, and the relationships created by and arising from the aforementioned shall not be construed to suggest otherwise.
17. Title
to Assets,
Title to all assets of the Company will be had in'the name of thé Company. No Member has any right to the assets of the Company or any ownership
interest in those assets except indirectly as a tesult of the Mémber' s ownership of an interest in the Company. No Member has any right to partition
any assets of the Company or any right to receive any Specific assets upon liquidation of the Company or upon any other distribution from the
Company, unless such written right expressly arises in the form of: (i) an agreement ‘a super majority affirmative
vote of the Membership
Interest Units, or (ii) a non-appeelable final order from a Court of competent jurisdiction, which final order binds the Company and the affected
Member(s).
18. of ArtideI.
Artide I and all subsections thefeof shall require
a super mgjority affirmative
vote of the Members holding Membership Interest Units to make a
change, alteration or amendment:

ARTICLE I: BOOKS, RECORDS, AND ACCOUNTING
21, Books
and Records.
‘The Company shall maintain complete and acourate books and records of the Company’ business and affairs as required by the Act. The Company’s,
books and recons shall be kept at the Company’s Registered Office or at such altemate place as may be designated by the Managers. When the
the Company shall designate a regional independent firm of Certified Public Accountants (hereinafter the
“Acoountants”) with industry expertise to maintain the Companys books and records and interface as required with the Company, the Managers
and the Company’ independent auditors as may be required.
2.2. Fiscal Year Accounting.
‘The Company's fiscal year shall be the calendar year. The Managers shall initially establish, and thereafter in concert with the Company’s
‘independent Certified Public Accountants establish, the accounting, conventions, methods, and principles to be followed by the Company. The tax
matters Manager of the Company shall be a competent third-party tax professional appointedby Boris Musheyev
in his sole, professional discretion.
23. Reports Ez

CONFIDENTIALITY NOTICE: This document and al information contained here ir i e of any ack dum, amendment ppendix, ¢ nibit, or sche iule hereto, Legally
Privilegedand Confidential and a 1 Trade Secret thin the m saniingof the Economic 'spic nak of 1996 [Codi at 18 SC. (90), 18 5
3)]. Any electronic communicatio of this 2cument i x by the lectronic Communic ations Pr 5 Actof 1986 [Codific at 18 USC 136) 251( 01
m0 3121-3126]. Unauthorized view, use, disclosun ‘opy, or dishibutioni ti prohibit
AMND/OP/AGR' V 122y
INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

ENTITY IDENTIFICATION
Na EAST HUDSON CAPITAL, LLC BPRS UAT TO) aod WTS CPL) LZ
(DEI E
State ID Ne 7104236 (OX cern)
FEIN N° 83 2521253
Date ‘August 2022
Subject to the express requirements of this Section 2.3, the Managers shall provide to the Members, in the time, manner, and form that the Managers
determine, reports concerning the financial condition and results of operationof the Company. Such reports shall be provided at least annually, as
soon as practicable after the end of each calendar year and shall include a statement of each Member's share of profits and other items of income,

gain, loss, deduction, and credit, presented in conformity with US Generally Accepted Accounting Principles (“GAAP”) and the Intemational
Financial Reporting standards (“IFRS”) to its Members.
‘The Company shall also be required to report to its Members, on ano less than monthly basis, all and memorialized or
otherwise, (i) by and between the Company and its syndicators, and (ii) by and between
the Company’ s syndicators
and the syndicators’ participating
‘investors.
‘The foregoing notwithstanding, the Company may not share any financial condition or operating reports it produces with any third patties who are
neither Members nor Managers of the Company, absent: the express written consent of the Co-1
2.4, Audits.
U of the Managers,the shall i regional or national independent firm of Certified Public Accountants (hereinafter
“ Auditors’) with industry expertise to audit the Company’
s books and records in conformity with US Generally Acoepted Auditing Standards
(“GAAS”).
2.5. ling of ArtideII.
Artic II and all subsections thereof shall require a super majority affirmative vote of the Menibers holding Membership Interest Units to make a
change, alteration, oramendment thero.

ARTICLE II: CAPITAL CONTRIBUTIONS & MEMBERSHIP INTERESTS
3.1. Capital Contributions
and Membership Interests.
Each Member holding Membership Interest Units owns a membership interé8t (hereifafter “Membership Interest’) in the Company, representedby
the Member s interests in the Membership Interest Units of the Company set forth in the “Units” column of Exhibit A. The capital contributionsof
Members holding Membership Interest Units are fully vested, as set forth in the attached Exhibit A. Any additional, future Member holding
Membership Interest Units (other than an assignee of a Membership Interest Unit: who has been admitted as a Member) shall make the capital
contribution as may be required in a written agreement with the Gompeny, inveash or kind. Orly Members holding Membership Interest Units vote
on corporate matters.
3.2. Admission
of New Members.
Admission of new members shall require a super majority affitmative vote of the Members holding Membership Interest Units,
3.3, ling of Artide
TIT.
Artide IIT and all subsections thereof shall require
a supePimajority affirmative
vote of the Members holding Membership
Interest Units to make a
change, alteration, oramendment thero,

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS
41, Allocations.
‘The designated Tax Manager shall establishthe Company’s elections pursuant to U. S. Treasury Regulations, Except as may be required by the
Intemal Revenue Code orby this Agreement, the Company’s net profits, net losses, and other items of income, gain, loss, deduction, and credit shall
be allocated among the Members in the same ratios as their respective Members Interests.
4.2. Optional Establishment
of Reserve Accounts.
‘The Managers may from time to time, recommend to the Members the establishment of various cash reserves to protect the financial well-beingof
the Company (hereinafter “Reserve Accounts”). The establishment, amount, and funding method of each Reserve Account, if any, shall be
determined by a super majority affirmative vote of the Members holding Membership Interest Units. The Managers shall review such acoount{s), if
any, on an annual basis, and Managers shall make formal record of such determinations and record said determinations in the minutes of the
Company.
4.3, Distributions.
Subject
to the Managers’ recommendation to make disbibutions, distributions shall be made to the Members, para passu, on a pro rata basis in
acoordance
with each Member's Membership Interest Units as sot forth in Exhibit A. The Company shall make cash or property distributions to
Members as follows:
43.1. Asa first priority, distributions
shall only oocur when there exist excess Company funds beyond the Company’ requirement to fund extant
MCA transactions.
43.1.1. Subject to the strict requirements set forth in Section 4.3.1, the Managers shall thereafter distribute up to one hundred percent Ez
(100%) of the net profits of the Company on a “no-less” than monthly basis, paid in arrears.
CONFIDENTIALITY NOTICE: This document and al infomation contained here ir i re of any add dum, amendment appendix, ¢ nibit, or schedule hereto, s Legally
Privileged and Confidential, and c a 1 Trade Secret thin the meaning of the Economic 'spic nag of 1996 [Codi at 18 SC. (90), 18US 5
) (3)]. Any electronic communicatio of this document i x by the lectronic Communications Pr 5 Act of 1986 [Codified at 18 USC 136) 251( 01
2710, 3121-3126]. Unauthorized view, use, disclosun ‘opy, or distributionis sti prohibit
AMND/OP/AGR' V 122y
= INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

ENTITY IDENTIFICATION
Na EAST HUDSON CAPITAL, LLC BPRS UAT TO) aod WTS CPL) LZ
(DEI
State ID Ne 7104236 (OX cern)
FEIN N° 83 2521253
Date ‘August 2022
43.2. Inno event, shall the annual cash distributions made to the Members be less than the amount required for each Member to pay the tax
obligation, calculated
at the highest US tax rate, that: would result from distributions received by the Member at the time of the distribution.
44. of Artide IV.
Article IV and all subsections thereof shall require a supemnajority affirmative vote of the Members holding Membership Interest Units to make a
change, alteration, oramendment

ARTICLE V: DISPOSITION OF MEMBERSHIP INTERESTS
5A. General.
No sale, assignment, transfer, exchange, mortgage, ledge rant. hypothecaion, or other disposition of ery Merb Inkrest Unit sal be med
unless in compliance with this Article. ‘No Unit call bel tanstared or hypothecated in any manner
5.1.1. ‘The disposition would causea termination of the Company under the Intemal Revenue, as amended; or,
5.1.2. ‘The disposition would not comply with all applicable State and Federal laws and regulations; or,
5.1.3. ‘The disposing Member fails to first offer the disposition in writing to the Members holding Membership nterést Units, providing said
‘Members thirty (30) calendar days within which to exercise a right of first refusal to the disposition, on the same contractual terms the
‘Member intends to offer to any non- Member third party; or
5.14. ‘The recipient of any Unit fails to provide the Company the information and agreements that the Managers may reasonably require in
connection with such a disposition.
Any attempted disposition of a Unit in violation of this Artide shall be void.
5.2. Interests.
Membership Interests may be represented by a certificate or certificates representing the number of Membership Interest Units of the Company that
correspon to the percentage ownership interest of the Member in the Company, Agreements entered into by the Company or its Members, which
requirethe issuance, or cancellation
of certificates shall explicitly call for such action by their tems, The name and address of each Membership
Interest holder, the number and class of Membership Interest Units held and the date on which the Membership Interests were issued shall be entered
on the books of the Company and maintained by the Managers. The person or entity in whose name Membership Interests stand on the books of the
Company shall be deemed the owner of record for any and all purposes:
5.2.1, Ceatificates representing Membership Interests in the Company shall bé signed by the Managers. Each cettificate representing Membership
Interests shall be consecutively numbered or otherwise identified and shall also state the name of the person or entity to whom issued, the
number and class of Membership Interests (with’designation of series, if any), the date of issuance, and that the Company is organized
under the law in the state of organization. If the Company is authorized to issue Membership Interests of more than one class or series
within a class, the certificate shall also contain such infomation or statement, as may be required by law.
5.2.2, Ceatificates issued that are subject to restrictions and or hypothecations shall bear an appropriate legend on the certificates.
5.2. Nothing herein shall require the Corfipany to isshe Such certificates, unless required by law.
5.3, Lost Certificates,
Ifa certificate representing a Membership Intarésts has allegedly been lost or destroyed, the Managers may at their discretion, subjectto requirements
of the Act, direct that a new certificate be issued: upon such indemnification and other reasonable requirements as the Ifa
new certificate is issued, then the books and records of the Company shall reflect that the original cettificate thereby replaced is null and void.
5.4. and Permitted
Bees ay aatgns wiatigr 3 Merrbehp Interest inthe Commpary, in whole or in part, to a parent or a wholly owned subsidiary of the
Member. In the case of thé foregoing, and upon the Company’s confirmation, to its reasonable satisfaction, that the proposed assignee is actually
either a parent or a/Wholly owned Subsidiary of the assigning Member, then the assignee shall be required to execute this Agreement, as maybe
properly amended from time to time, and the assignee shall then be admitted as a Member of the Company with all the rights and obligations pursuant

‘A Membef may not assign its Member's Membership Interest in the Company, in whole or in pat, to any natural person or entity, if such entityis
neither’a
parent not a wholly owned subsidiary of the assigning Member (hereinafter “Extemel Third Party.”) For any assignment to an Extemal
Thin gry to bpllaaned efetve te asigning Members roid to (fins offer such assigmnet to the non-asguing Member fay, in
to the same material terms to be proposed to the Extemal Third-Party, and (ii) provide the non-assigning Member, if any, aperiod
of fifteen15) business days after the dete of the witien offer to exercise its option to obtain the Member's Membership Interest in the Company
‘pursuant to the same material terms to be proposed to the Extemal Third-Party. Should the non-assigning
Member, if any, either (i) affirmatively
decline, in writing to the assigningMember, to exercise its option to obtain the Member's Membership Interest in the Company ‘to the same
material terms to be proposed to the Extemal Thirc Patty, or (i) fal to respond to the offer after the expiration of fifteen (15) business days after the
date of delivery of the written offer by the assigning Member, then the assigning Member shall be entitled to proceed with the assignment to the
Extemal Thirtt Party pursuant to the same material terms as set forth in the declined or expired offer to the non-assigning Member, if any.
Any penmitted assignment of a Membership Interest to an Extemal Third Party does not itself entitle the Extemal Third-Party assignee to participate
in the management and affairs of the Company orto become a Member. Such Extemal Thi Party assignee is only entitled to receive, to the extent Ez
assigned, the distributions to which the assigning Member would otherwise be entitled, and such disposition shall be deemed as only an assignment
‘CONFIDENTIALITY NOTICE: This document and al information contained here ir isive of any ad dum, amendment, ppendix, ¢ iibit, or schedule hereto, Legally
Privilegedand Confidential, ar Secret hin 1e meaningof 1e Economic Espiona Actof 1996[C i al 18 U SC 5§
$C, (90),
]. Any electronic communi of t uument i wedby the at 18 USC § 1367, 22, c 21, 2°
sctronic Communications Privat Actof 19 Codified
2710, 3126]. Unauthorized jew, use, disclosun copy, or distributioni ictly prohibit
A MND/OP/AGREE/ V 122
INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

ENTITY IDENTIFICATION
Na EAST HUDSON CAPITAL, LLC BPRS UAT TO) aod WTS CPL) LZ
(DEI E
State ID Ne 7104236 (OX cern)
FEIN N° 83 2521253
Date ‘August 2022
of economic interest (“Economic Interest”). In further clarification, an Extemal Third-Party assignee of an Economic Interestis entitled to receive
distributions
from the Company only to the same extent that the transfering Member would have received distributions under this Agreement. An
Extemal Third-Party assignee of an Economic Interest has no rights to Company records or information; no right to participate in any Company
decision making process, no vote in any matter, and no other legal or economic rights whatsoever that: may otherwise inure to a Member beyond the
Economic
Interest set forth herein.
5.5. Admission
of Substitute Members.
A Thin Party assignee of a Membership Interest may be admitted as a substitute Member and be entitled to all the rights and powers of the assignor
only upon the supermajority vote of the remaining Members entitled to vote. If admitted, the substitute Member has, to the extent assigned, all of
the rights, powers, restrictions, and liabilities of a member.
5.6. ‘Recording of Transfers of Membership
Units.
‘Transfer of Membership Units of the Company shall be recorded on the books of the Company by the Managers or by a designated institutional
‘transfer agent.
5.6.1. The transfer of Membership Units represented by a cettificate, except in the case of a lost or destrdved:cattificaté, shall
be made on
‘surrender for cancellation of the certificate for such Membership Units. A certificate presented for transfer must be duly endorsed and
‘accompanied by proper authentication and or guaranty of signature and other appropriate assurances that the endorsement is effective.
5.7. Withdrawal.
‘A Member may voluntarily withdraw from the Company only after giving written notice of voluntary withtrawal to the other Member at least 90
days prior to the effective date of the voluntary withdrawal. Upon such property noticed voluntary withdrawal, the withdrawing Member's
Membership Interest shall automatically revert to the Company’s treasury and may be redistributed as deeméd ate upon the supemejority
vote of the remaining Members entitled to vote. For the sake of clarity, withdrawal of a Member doesnot, in and of itself, effect in any manner
any
other contractual ri separate from those from being a Member, that a Member may have, including but not limited to any: (i) net
interest royalty, (ii) off-take discount, and or (ii) right of first refusal to process (mill, smelt and orréfine) the assets under the custody or control if
the Company.
5.8. Conversion.
An “Involuntary Conversi is any transfer or assignment of an interest'in the Company; (i) madeby a Member and which is not in material
compliance with the terms and limitations on transfers or assignments aS set forth in the Agreement, or (ii) made on accountof, or required
by (a)
the death or dissolution
of a Member, (b) a court order imposed upon’ Member, or (c) by operation of law, including any transfer of an interest in
the Company incident to a bankruptcy proceeding, divorce or marital property séltlement, or any other transfer pursuant to applicable community
property, quasi-community property or similar
state laws. Any person or entity acquiring an interest in the Company as the result of an Involuntary
Conversion shall be deemed an assignee and shall obtain only those rights Set forth for an assignee of an Economic Interest subject to Artie 5.4
and 5.5 above. A Member or holder of an interest in a Member's Interest who knows or is reasonably aware of circumstances that are likely to lead
to an Involuntary Conversion shall notify the Company of such circumstances immediately.
5.9. Sale of Members
Unit.
‘A Member may only sell a Membership Unit inthe Company as follows: Upon obtaining a bone fide third party offer to acquire the Membership
Unit supportedby evidenceof cash capacity’to close the accusition (hereinafterthe “Offered Price”), the Selling Member shall: (i) first offer the
Membership Unit for sale to the Company at the Offered Price; and thereafter
(ii) offer the Membership Unit forsale to the remaining Members or
any willing subset thereof acting together at the Offered Price; and thereafter (iii) offer the Membership Unit for sale to any willing individual
Member at the Offered Price. If neither the Company nor any combination or individual Member(s) are willing to aoquire the Membership Unit,
then the Selling Member may sall said Membership Unit to a third party as an Economic Interest subject to Article 5.4 and 5.5 above.
5.10.
FB Manbat may be expe froththe Compeny upon
5.10.1. Being convicted of @ felony charge, if that charge was related to the operation of the Company; or,
5.10.2. The Mamnber is guilty of committing willful or persistent material breaches of the Articles of Oryanization of the Company or this
‘Agreement, provided such breaches are not fully and timely cured pursuant to the terms of the Articles of Organization of the Company
and this Agreement; or,
5.10.3, ‘The Members guilty of committing willful or persistent acts that adversely affect the reputation or brand of the Company; provided such
‘breaches are not fully and timely cured; or,
5.10.4. The Member is guilty of committing willful or persistent acts that adversely and materially affect the business
or affairs of the Company;
provided such breaches are not fully and timely cured,
Any Member expelled under the tems of this Agreement shall retain the Economic Interest of their Membership Interests but shall lose all other
rights and privileges of membership.
5.11. ling of ArtideV.
ArtideV and all subsections thereof shall require
a supemajority affimmative vote of the Members holding Membership Interest Units to make a
change, alteration, oramendment thero.
ARTICLE VI: MEETINGS & VOTING OF MEMBERS Ez
6.1. ‘Meetings of the Members.
‘CONFIDENTIALITY NOTICE: This document andall information contained here ir sive of any add dum, amendment appendix, ¢ iibit, or schedule hereto, s Legally
Privileged and Confidential, ar Secret thin the meaning of the Economic Espionage Act of 1996[C i at SC. (90), 18 SC §5
9 (3)]. Any electronic communi of th vument is wed by the sctronic Communications Privacy Act of 196 Codified at 18 USC § 1367, 2 , c 21, 2°
2710, 2 3126]. Unauthorized review, use, disclosun ‘Opy, or distributionis strictly prohibited
A MND/OP/AGREE/ V 122
INDEX NO. 717523/2023
NYSCEF DOC. NO. 7 RECEIVED NYSCEF: 08/23/2023

ENTITY IDENTIFICATION
Na EAST HUDSON CAPITAL, LLC BPRS UAT TO) aod WTS CPL) LZ
(DEI E
State ID Ne 7104236 (OX cern)
FEIN N° 83 2521253
Date ‘August 2022
‘The Company shall deliver, mail, email or send by facsimile written notice stating the date, time, place, and purpose(s) of any meetingto each
Member entitled to vote at the meeting. The notice shall be given not less than ten (10) or more than sixty (60) days before the meeting date. All
meetings of Members shall be presided over by the Managers or their designee. Any and all meetings of the Members, may be held and or attended
in person, telephonically, orvia any electonic means of conference, as the Managers shall deem appropriate.
6.1.1. Annual fing of Members for the transaction of such business as may properly come before the meeting shall be held at the time,
date, and place that the Managers shall
6.1.2. ial Meetings of the Members may be called for any proper purpose, at any time, by the Manager or the holders of at least thirty
percent (30%) of the Interests of all Members entitled to vote including those sot forth herein. Provided however, if the Manager and a
super majority of the Members entitled to vote on such matter agree in writing, they shall be pemmitted to take action by written consent
‘without notice and without conducting
a physical or virtual Special Meeting.
6.2. Me
‘All Members holding Membership Interest Units shall be entitled to vote on any matter submitted to a vote of the Members. The Mémbers holding
Membership Interest Units shall have the right to vote on all of the following:
6.2.1, The dissolution of the Company pursuant to this Agreement; and,
6.2. ‘The merger of the Company; and,
The sale, exchange, lense, or other transfer ofall ora matxial component of the Company’ ass otharthan in the ordinary coumseof
;
6.2.4. ‘The expulsion of a Member, and,
6.2.5. ‘The removal of a Manager, and,
‘Any material changes to the Agreement of the Company.
6.3. ired Vote.
Unless a greater vote is required by the Act, the Articles of Oryanization or this Agreaméit the affirmative vote of a majority of the Membership
Interests of all the Members entitled to vote on such matter is required for such matter to pass and take effect.
6.3.1. In the event that a supemajority affirmative vote is required a8 set forth inthis Agreement, the definition of supemgjority shall mean
sixty-seven peroent (67%) of the Members entitled to vote on such matter,
64. Method
of Voting.
‘Voting
on any matter duly submittedto a vote of the Members entitled.to vote on such matter may be executed
by voice, by facsimile, by electronic
means, by proxy, or by ballot. Every proxy must be executed in writing by Members or by their attomey-in-fact. No proxy shall be valid after the
expiratio

Case Info

Judge

Joseph J. Risi Track Judge’s New Case

Case No.

(Subscribe to View)

Document Filed Date

August 23, 2023

Case Filing Date

August 23, 2023

County

Parties

For full print and download access, please subscribe at https://www.trellis.law/.

Exhibit,Appendix: Jan S. Wimpfheimer, Simche Daniel Fulda v. East Hudson Capital Llc

Preview

Related Topics

Case Info

Parties