Preview
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
Exhibit A
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
From: Saint Hung saint@uprocessing.com
Subject: Re: Draft Operating Agreement
Date: May 5, 2019 at 8:04 PM
To: Joshua D. Brinen jbrinen@brinenlaw.com
Cc: Eva Jiang evaj@uprocessing.com, Buffan Yang bufan@uprocessing.com, Nana Huo nana@uprocessing.com, Mike Chu
mikec@uprocessing.com
Hi JB,
I've reviewed and agree with all the edits, but we still do not have David's company (MoreViews Inc., or
whatever it's called) listed as a signatory or equity holder.
It's supposed to be 50 David/45 UP/5 Eva, and we can put in an option agreement for Eva, but separate to
the OA.
Regards,
Saint Hung
CEO
Universal Processing LLC
Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA
60 W 38th Street
Floor 2
New York, NY 10018
T: 212.779.3977
F: 212.779.5939
M: 917.612.6448
------------------------------------
This message is the property of Universal Processing LLC and is intended only for the use
of the addressee(s) and may be legally privileged and/or confidential. If the reader of this
message is not the intended recipient, or the employee or agent responsible for delivering it
to the intended recipient, he or she is hereby notified that any dissemination, distribution,
printing, forwarding, or any method of copying of this information, and/or the taking of any
action in reliance on the information herein is strictly prohibited except by the original
recipient or those to whom he or she intentionally distributes this message. If you have
received this communication in error, please immediately notify the sender, and delete the
original message and any copies from your computer or storage system. Thank you.
**Please Consider the Environment Before Printing This Email**
On Mon, Apr 29, 2019 at 2:22 PM Joshua D. Brinen wrote:
Ladies and Gentlemen:
Please review this redline and, if this is final version, I will prepare execution copies.
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
Please review this redline and, if this is final version, I will prepare execution copies.
Should you have any questions, please do not hesitate to contact me at the below number or via
electronic mail at jbrinen@brinenlaw.com.
Yours truly,
Joshua D. Brinen
On Apr 28, 2019, at 5:04 PM, Saint Hung wrote:
Hi JB,
We've finalized the NU Media contract and I've had time to wrap up the
review. Please insert David (NXTFactor [MoreViews Inc.]) as the other 50%
partner, along with the following:
P3. We are fine with "a marketing company"
P6. I am not sure what is a reasonable % for "Priority Return," but leave that
up to you. Never understood that legal detail, but you're the boss there.
P8. Not sure we have a registration date yet? This is also you, right JB?
Also, name of the Company should be "NU Media LLC," please remove
the dots? Too old school!
P.14 General Manager will be Eva Jiang
P.17 New York, NY
P.18 $10k / $5k / $5k? I know the first one is "big," but the next two are
mostly inconsequential, no? Please fill in as appropriate and keep in mind that
NU Media is a startup and not as cash intensive as UP
P.26 UP as accountant? Leo & Nana were going to run the books
Eva Jiang as Tax Matters Partner
P.28 New York, NY
Shout out to KFC with the assist for bitching at me to get the Touch Plus and
NU Media contracts done before ETA. JB, I think you still owe us HR
contracts from Serene's day.
We have a new HR manager, so let's try to get caught UP!
P.S. I even saved you a step and attached the Draft OA, because you were
bound to ask me to forward it to you, though you wrote it and sent it to me in
the first place ;-).
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
Regards,
Saint Hung
CEO
Universal Processing LLC
Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA
60 W 38th Street
Floor 2
New York, NY 10018
T: 212.779.3977
F: 212.779.5939
M: 917.612.6448
------------------------------------
This message is the property of Universal Processing LLC and is intended only for the
use of the addressee(s) and may be legally privileged and/or confidential. If the reader
of this message is not the intended recipient, or the employee or agent responsible for
delivering it to the intended recipient, he or she is hereby notified that any dissemination,
distribution, printing, forwarding, or any method of copying of this information, and/or
the taking of any action in reliance on the information herein is strictly prohibited except
by the original recipient or those to whom he or she intentionally distributes this
message. If you have received this communication in error, please immediately notify
the sender, and delete the original message and any copies from your computer or
storage system. Thank you.
**Please Consider the Environment Before Printing This Email**
---------- Forwarded message ---------
From: David Zhao (NXTFactor)
Date: Wed, Jan 2, 2019 at 9:20 PM
Subject: Re: Draft Operating Agreement
To: Saint Hung
Cc: David Zhao , Maxwell Xu
, Eva Jiang , Bufan Yang
, Na Huo , Mike Chu
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
Saint,
The OA looks good so far with the 66% voting interest. Given that we're
50/50, we will have to all agree together on major decisions which is great.
Please insert NXTFactor (MoreViews Inc.) as the other 50% membership
interest. Eva's percentage should be within UP's portion and Max's equity cliffs
will be in NXTFactor's own schedule.
Now, I'm looking at domains.
Thanks in advance,
David Zhao
CEO
NXTFactor
p: 844.NXT.IDEA (844.698.4332) m: 347.399.9717
a: 60 W. 38th Street, 2nd Fl, New York, NY 10018
Featured in:
Forbes | Inc | Entrepreneur | Huffington Post
Thrive Global | Everipedia | Influencive
On Mon, Dec 10, 2018 at 2:46 PM Saint Hung
wrote:
Hi David,
As promised, my legal department and I are working on forming the
company with a hopeful 1/1/2019 start. Eva already launched the new
marketing offering, and by the time the deals get consummated, they should
start boarding on our new entity. Please review the attachments and advise
further. I figure I'd leave the more junior members of your team out of this,
and provide this document for the review of you and Max.
Please follow up and let me know. If at all possible, I'd like a final answer to
the actual executable Operating Agreement by Friday.
Regards,
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023
Regards,
Saint Hung
CEO
Universal Processing LLC
Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA
60 W 38th Street
Floor 2
New York, NY 10018
T: 212.779.3977
F: 212.779.5939
M: 917.612.6448
------------------------------------
This message is the property of Universal Processing LLC and is intended only for the
use of the addressee(s) and may be legally privileged and/or confidential. If the reader
of this message is not the intended recipient, or the employee or agent responsible for
delivering it to the intended recipient, he or she is hereby notified that any
dissemination, distribution, printing, forwarding, or any method of copying of this
information, and/or the taking of any action in reliance on the information herein is
strictly prohibited except by the original recipient or those to whom he or she
intentionally distributes this message. If you have received this communication in
error, please immediately notify the sender, and delete the original message and any
copies from your computer or storage system. Thank you.
**Please Consider the Environment Before Printing This Email**
Joshua D. Brinen Principal Attorney
Brinen & Associates, LLC
90 Broad Street, Second Floor, New York, New York 10004
t: (212) 330-8151 f: (212) 227-0201
w: https://brinenlaw.com e: jbrinen@brinenlaw.com
Preview
FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 Exhibit A FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 From: Saint Hung saint@uprocessing.com Subject: Re: Draft Operating Agreement Date: May 5, 2019 at 8:04 PM To: Joshua D. Brinen jbrinen@brinenlaw.com Cc: Eva Jiang evaj@uprocessing.com, Buffan Yang bufan@uprocessing.com, Nana Huo nana@uprocessing.com, Mike Chu mikec@uprocessing.com Hi JB, I've reviewed and agree with all the edits, but we still do not have David's company (MoreViews Inc., or whatever it's called) listed as a signatory or equity holder. It's supposed to be 50 David/45 UP/5 Eva, and we can put in an option agreement for Eva, but separate to the OA. Regards, Saint Hung CEO Universal Processing LLC Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA 60 W 38th Street Floor 2 New York, NY 10018 T: 212.779.3977 F: 212.779.5939 M: 917.612.6448 ------------------------------------ This message is the property of Universal Processing LLC and is intended only for the use of the addressee(s) and may be legally privileged and/or confidential. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering it to the intended recipient, he or she is hereby notified that any dissemination, distribution, printing, forwarding, or any method of copying of this information, and/or the taking of any action in reliance on the information herein is strictly prohibited except by the original recipient or those to whom he or she intentionally distributes this message. If you have received this communication in error, please immediately notify the sender, and delete the original message and any copies from your computer or storage system. Thank you. **Please Consider the Environment Before Printing This Email** On Mon, Apr 29, 2019 at 2:22 PM Joshua D. Brinen wrote: Ladies and Gentlemen: Please review this redline and, if this is final version, I will prepare execution copies. FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 Please review this redline and, if this is final version, I will prepare execution copies. Should you have any questions, please do not hesitate to contact me at the below number or via electronic mail at jbrinen@brinenlaw.com. Yours truly, Joshua D. Brinen On Apr 28, 2019, at 5:04 PM, Saint Hung wrote: Hi JB, We've finalized the NU Media contract and I've had time to wrap up the review. Please insert David (NXTFactor [MoreViews Inc.]) as the other 50% partner, along with the following: P3. We are fine with "a marketing company" P6. I am not sure what is a reasonable % for "Priority Return," but leave that up to you. Never understood that legal detail, but you're the boss there. P8. Not sure we have a registration date yet? This is also you, right JB? Also, name of the Company should be "NU Media LLC," please remove the dots? Too old school! P.14 General Manager will be Eva Jiang P.17 New York, NY P.18 $10k / $5k / $5k? I know the first one is "big," but the next two are mostly inconsequential, no? Please fill in as appropriate and keep in mind that NU Media is a startup and not as cash intensive as UP P.26 UP as accountant? Leo & Nana were going to run the books Eva Jiang as Tax Matters Partner P.28 New York, NY Shout out to KFC with the assist for bitching at me to get the Touch Plus and NU Media contracts done before ETA. JB, I think you still owe us HR contracts from Serene's day. We have a new HR manager, so let's try to get caught UP! P.S. I even saved you a step and attached the Draft OA, because you were bound to ask me to forward it to you, though you wrote it and sent it to me in the first place ;-). FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 Regards, Saint Hung CEO Universal Processing LLC Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA 60 W 38th Street Floor 2 New York, NY 10018 T: 212.779.3977 F: 212.779.5939 M: 917.612.6448 ------------------------------------ This message is the property of Universal Processing LLC and is intended only for the use of the addressee(s) and may be legally privileged and/or confidential. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering it to the intended recipient, he or she is hereby notified that any dissemination, distribution, printing, forwarding, or any method of copying of this information, and/or the taking of any action in reliance on the information herein is strictly prohibited except by the original recipient or those to whom he or she intentionally distributes this message. If you have received this communication in error, please immediately notify the sender, and delete the original message and any copies from your computer or storage system. Thank you. **Please Consider the Environment Before Printing This Email** ---------- Forwarded message --------- From: David Zhao (NXTFactor) Date: Wed, Jan 2, 2019 at 9:20 PM Subject: Re: Draft Operating Agreement To: Saint Hung Cc: David Zhao , Maxwell Xu , Eva Jiang , Bufan Yang , Na Huo , Mike Chu FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 Saint, The OA looks good so far with the 66% voting interest. Given that we're 50/50, we will have to all agree together on major decisions which is great. Please insert NXTFactor (MoreViews Inc.) as the other 50% membership interest. Eva's percentage should be within UP's portion and Max's equity cliffs will be in NXTFactor's own schedule. Now, I'm looking at domains. Thanks in advance, David Zhao CEO NXTFactor p: 844.NXT.IDEA (844.698.4332) m: 347.399.9717 a: 60 W. 38th Street, 2nd Fl, New York, NY 10018 Featured in: Forbes | Inc | Entrepreneur | Huffington Post Thrive Global | Everipedia | Influencive On Mon, Dec 10, 2018 at 2:46 PM Saint Hung wrote: Hi David, As promised, my legal department and I are working on forming the company with a hopeful 1/1/2019 start. Eva already launched the new marketing offering, and by the time the deals get consummated, they should start boarding on our new entity. Please review the attachments and advise further. I figure I'd leave the more junior members of your team out of this, and provide this document for the review of you and Max. Please follow up and let me know. If at all possible, I'd like a final answer to the actual executable Operating Agreement by Friday. Regards, FILED: NEW YORK COUNTY CLERK 03/15/2023 07:36 PM INDEX NO. 650788/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 03/15/2023 Regards, Saint Hung CEO Universal Processing LLC Universal Processing, LLC is a Registered ISO of Wells Fargo Bank, N.A. Concord, CA 60 W 38th Street Floor 2 New York, NY 10018 T: 212.779.3977 F: 212.779.5939 M: 917.612.6448 ------------------------------------ This message is the property of Universal Processing LLC and is intended only for the use of the addressee(s) and may be legally privileged and/or confidential. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering it to the intended recipient, he or she is hereby notified that any dissemination, distribution, printing, forwarding, or any method of copying of this information, and/or the taking of any action in reliance on the information herein is strictly prohibited except by the original recipient or those to whom he or she intentionally distributes this message. If you have received this communication in error, please immediately notify the sender, and delete the original message and any copies from your computer or storage system. Thank you. **Please Consider the Environment Before Printing This Email** Joshua D. Brinen Principal Attorney Brinen & Associates, LLC 90 Broad Street, Second Floor, New York, New York 10004 t: (212) 330-8151 f: (212) 227-0201 w: https://brinenlaw.com e: jbrinen@brinenlaw.com