Preview
FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023
NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023
AMENDED AND RESTATED OPERATING AGREEMENT OF
BDDW AUCTION LLC
This Operating Agreement (this "Agreement") of BDDW Auction LLC (the "Company')
is entered into as of the date set forth on the signature page of this Agreement. The Members have
formed the Company as a Pennsylvania limited liability company under the Pennsylvania Uniform
Limited Liability Company Act of 201 any lawful business for which limited liability companies
may be organized under the laws of the Commonwealth of Pennsylvania. The Members hereby
adopt and approve the certificate of organization of the Company filed with the Commonwealth
of Pennsylvania.
ARTICLE 1 FORMATION
1.1. Name. The name of the limited liability company is BDDW Auction LLC.
1.2. Duration. The Company shall exist perpetually, unless earlier dissolved as provided for in
this Operating Agreement.
1.3. Principal Place of Business. The initial principal business office of the Company shall be at
3801 Jasper Street, Philadelphia, PA 19124. The managers may relocate the principal office or
establish additional offices from time to time.
1.4. Registered Office and Registered Agent. The Company's initial registered office shall be
at 3801 Jasper Street, Philadelphia, PA 19124, and the name of its initial registered agent at such
address shall be Jennifer Wink Hays.
ARTICLE 2 MEMBERS, CONTRIBUTIONS AND INTERESTS
2.1. Names and Addresses. The name and address of the Members of the Company, the agreed
Members'
value of the initial capital contributions and their initial percentage ownership interest
is:
Member Capital Contribution Percentage Interest
Red Lion Furniture MFG LLC 100%
Address:
3801 Jasper Street
Philadelphia, PA 19124
2.2. Other Business of Members. The Members engage independently or with others in other
may
business and investment ventures of nature and description and shall have no obligation to
every
account to the Company for such business or investments or for business or investment
opportunities.
2.3. Additional Members. Additional members shall not be admitted except with the consent of the
Members.
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2.4. Additional Contributions. Members are not obligated to make additional Capital Contributions
unless unanimously agreed by all of the Members. If subsequent Capital Contributions are
unanimously agreed by all of the Members, the Members may make such additional Capital
Contributions on a pro rata basis in accordance with each Member's respective Percentage Interest
or as otherwise unanimously agreed by the Members.
2.5. No Interest on Capital Contributions. No interest shall be paid on capital contributions.
ARTICLE 3 MANAGEMENT
3.1. Management of Company. Subject to the terms of this Agreement and the Act, the business
and affairs of the will be managed a Manager or Managers designated from time-to-
Company by
time by a majority interest of the Members. Jennifer Wink Hays and Jeffrey Joseph Ciarlanto are
designated as the Managers of the Company. The Managers will act under the direction of the
Members and may be elected or removed at any time, for any reason or no reason, by the Members.
3.2. Authority. Subject to restrictions that may be imposed from time to time by the Managers or
Members, each Manager shall be an agent of the Company with authority to bind the Company in
the ordinary course of business. The Managers shall have no authority to bind the Company as to
the following matters without first obtaining approval the Members:
by
(a) Sale, lease, exchange, mortgage, pledge or other transfer or disposition of all or
substantially all of the assets of the Company;
(b) Merger of the Company with another entity;
(c) Amendment to the articles of organization;
(d) Incurrence of indebtedness by the Company other than in the ordinary course of
business,
(e) A transaction involving an actual or potential conflict of interest between a
member or manager and the Company; or
(f) A change in the nature of the business of the Company.
3.3. Other Activities. Managers may have other business interests and may engage in other
activities in addition to those relating to the Company. This section does not change each Manager's
duty to act in a manner that the manager reasonably believes to be in the best interests of the
Company.
3.4. Meetings/Notices4Quorum/Voting. Regular meetings of the Managers are not required but
may be held at such time and place as the Managers deem necessary or desirable for the reasonable
management of the Company. Meetings may take place in person, by conference call, or by any
other means permitted under the Act. In addition, Company actions requiring a vote may be carried
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out without a meeting if all of the Managers consent in writing to approve such action.
ARTICLE 4 ACCOUNTING AND RECORDS
4.1. Books of Account. The Company's books and records, a register showing the names, addresses
and ownership interests of the Members, and this Operating Agreement shall be maintained by the
Managers. Each Member shall have access thereto at all reasonable times. The Managers shall keep
books and records of the operation of the Company which are appropriate and adequate for the
Company's business and for the carrying out this agreement.
4.2. Fiscal Year. The fiscal year of the Company shall be the calendar year.
4.3. Accounting Reports. Within 90 days after the close of each fiscal year, the Managers shall
cause each Member to receive a financial report of the activities of the Company for the preceding
fiscal year, including a copy of a balance sheet of the Company as of the end of such year and a
statement of income or loss for such year.
4.4. Tax Returns. The Managers shall cause all required federal and state income tax returns for
the Company to be prepared and timely filed with the appropriate authorities. Within 90 days after
the end of each fiscal year, each Member shall be furnished a statement suitable for use in the
preparation of the Member's income tax return, showing the amounts of any distributions,
contributions, gains, losses, profits or credits allowed to the Member during such fiscal year.
4.5 Banking. All funds of the Company will be deposited in a separate bank account or in an
account or accounts of a savings and loan association in the name of the Company as determined by
any Manager. Company funds will be invested or deposited with an institution, the accounts or
deposits of which are insured or guaranteed by an agency of the United States government.
ARTICLE 5 ALLOCATIONS AND DISTRIBUTIONS
5.1. Allocations of Income and Loss for Tax Purposes. All items of income, gain, loss, deduction
and credit shall be allocated among all Members in proportion to their ownership interests.
5.2. Distribution to Pay Tax Liabilities. Within 90 days after the end of each fiscal year, the
Company may make a distribution in an amount equal to at least (a) the Company's net taxable
income during the fiscal year multiplied by (b) the lessor of (i) thirty-five percent (35%) or (ii) the
sum of the maximum federal and state individual income tax rates of any member in effect for the
fiscal year (taking into account the deductibility of state taxes for federal income tax purposes), less
(c) the amount of any distributions made by the Company during the fiscal year (other than
distributions made during the fiscal year that were required to be made under the provisions of this
section with respect to a prior fiscal year). For purposes of this section, a Company's net taxable
income shall be the next excess of items of recognized income and gain over the items of recognized
loss and deduction reported on the Company's federal income tax return for the taxable year with
respect to which the distribution is being made. The Company's obligation to make such a
distribution is subject to the restrictions governing distributions under the Act.
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ARTICLE 6 WITHDRAWAL AND DISSOLUTION
6.1. Withdrawal. Each Member agrees not to withdraw from the Company without consent of all
other Members. A voluntary withdrawal in violation of this section shall be month's written notice
delivered to the managers, but shall constitute a breach of this Operating
Agreement for which the Company and other Members shall have the remedies provided under
applicable law.
6.2. Events of Dissolution. Except as otherwise provided in this Operating Agreement, the
Company shall dissolve upon the earlier of: (a) the time, if any, for dissolution specified in the
articles of organization; (b) the death, incompetence, withdrawal, expulsion, bankruptcy or
dissolution of any Member; or (c) approval of dissolution by a vote of the Members.
6.3. No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this
Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or
withdrawal of a Member will not automatically cause a dissolution of the Company.
6.4. Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the
Managers shall wind up the affairs of the Company. A full account of the assets and liabilities of
the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof
applied as required by the Act. With approval by vote of the members, the Company may, in the
process of winding up the Company, elect to distribute certain property in kind.
6.5. Valuation of Member's Interest. Should the Company, or an interest in the Company, need
to be valued, a neutral, objective certified public accountant ("CPA") shall be hired by the
Company to perform a valuation engagement. The selection of said CPA will be made by
unanimous vote of the Members, but if the Members cannot agree, then each Member will select
a CPA, and each of those CPAs will each perform a valuation engagement. The Company must
allow each CPA access to the information each CPA needs in order to properly perform a valuation
engagement.
ARTICLE 7 INDEMNIFICATION
7.1. Indemnification. The Company shall indemnify each of its Managers to the fullest extent
permissible under Pennsylvania law, as the same exists or may hereafter be amended, against all
liability, loss and costs (including, without limitation, attorney fees) incurred or suffered by such
person by reason of or arising from the fact that such person is or was a Manager of the Company,
or is or was serving at the request of the Company as a manager, director, officer, partner, trustee,
employee or agent of another foreign or domestic limited liability company, corporation,
partnership, joint venture, trust, benefit plan or other enterprise. The Company may, by action of
the Members or Managers, provide indemnification to employees and agents of the Company who
are not managers. The indemnification provided in this section shall not be exclusive of any other
rights to which any person may be entitled under any statute, bylaw, agreement, resolution of
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members of managers, contract or otherwise.
7.2. Limitation of Liability. Managers of the Company shall not be liable to the Company or its
Members for monetary damages for conduct as managers except to the extent that the Act, as it
now exists or may hereafter be amended, prohibits elimination or limitation of manager liability.
No repeal or amendment of this section or of the Act shall adversely affect any right or protection
of a Manager for actions or omissions prior to the repeal or amendment.
ARTICLE 8 AMENDMENTS
8.1. By Members. The Members may amend or repeal the provisions of this Operating Agreement
by unanimous agreement set forth in writing or by action taken at a meeting of Members called for
that purpose. This Operating Agreement may not be amended or repealed by oral agreement of the
Members.
8.2. By Managers. The Managers may not amend or repeal the provisions of this Operating
Agreement.
ARTICLE 9 MISCELLANEOUS
9.1. Additional Documents. Each Member shall execute such additional documents and take such
actions as are reasonable requested by the Managers in order to complete or confirm the transactions
contemplated by this Operating Agreement.
9.2. Arbitration. Any dispute among the Members or among the Members and the Company
concerning this Operating Agreement shall be settled by arbitration before a single arbitrator, using
the rules of commercial arbitration of the American Arbitration Association. Arbitration shall occur
in Philadelphia, Pennsylvania. The parties shall be entitled to conduct discovery in accordance with
the Federal Rules of Civil Procedure, subject to limitation by the arbitrator to secure just and
efficient resolution of the dispute. If the amount in controversy exceeds $10,000, the arbitrator's
decision shall include a statement specifying in reasonable detail the basis for and computation of
the amount of the award, if any. A party substantially prevailing in the arbitration shall also be
entitled to recover such amount for its costs and attorney fees incurred in connection with the
arbitration as shall be determined by the arbitrator. Judgment upon the arbitration award may be
entered in any court having jurisdiction. Nothing herein, however, shall prevent a member from
resorting to a court of competent jurisdiction in those instances where injunctive relief may be
appropriate.
9.3. Counterparts. This Operating Agreement may be executed in two or more counterparts, which
together shall constitute one agreement.
9.4 Governing Law. This Operating Agreement shall be governed by Pennsylvania law.
9.5. Headings. Headings in the Operating Agreement are for convenience only and shall not affect
its meaning.
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9.6. Severability. The invalidity or enforceability of any provision of this Agreement
Operating
shall not affect the validity or enforceability of the provisions.
remaining
9.7. Third-Party Beneficiaries. The provisions of this Agreement are intended
Operating solely
for the benefit of the Members and shall create no rights or obligations enforceable by any third
party, including creditors of the Company, except as otherwise provided by applicable law.
9.8. Further Action. Each Member agrees to perform all further acts and execute, acknowledge,
and deliver any documents, which may be reasonably necessary, appropriate, or desirable to carry
out the provisions of this Agreement.
9.9. Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other
document attached to or referred to in this Agreement are hereby incorporated into this Agreement
by reference.
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Operating Agreement and do each hereby represent and warrant that their respective signatory,
whose signature appears below, has been and is, on the date of this Agreement, duly authorized to
execute this Agreement.
.
Dated: January 3, 2022
Je fer ink Hay
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Preview
FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 AMENDED AND RESTATED OPERATING AGREEMENT OF BDDW AUCTION LLC This Operating Agreement (this "Agreement") of BDDW Auction LLC (the "Company') is entered into as of the date set forth on the signature page of this Agreement. The Members have formed the Company as a Pennsylvania limited liability company under the Pennsylvania Uniform Limited Liability Company Act of 201 any lawful business for which limited liability companies may be organized under the laws of the Commonwealth of Pennsylvania. The Members hereby adopt and approve the certificate of organization of the Company filed with the Commonwealth of Pennsylvania. ARTICLE 1 FORMATION 1.1. Name. The name of the limited liability company is BDDW Auction LLC. 1.2. Duration. The Company shall exist perpetually, unless earlier dissolved as provided for in this Operating Agreement. 1.3. Principal Place of Business. The initial principal business office of the Company shall be at 3801 Jasper Street, Philadelphia, PA 19124. The managers may relocate the principal office or establish additional offices from time to time. 1.4. Registered Office and Registered Agent. The Company's initial registered office shall be at 3801 Jasper Street, Philadelphia, PA 19124, and the name of its initial registered agent at such address shall be Jennifer Wink Hays. ARTICLE 2 MEMBERS, CONTRIBUTIONS AND INTERESTS 2.1. Names and Addresses. The name and address of the Members of the Company, the agreed Members' value of the initial capital contributions and their initial percentage ownership interest is: Member Capital Contribution Percentage Interest Red Lion Furniture MFG LLC 100% Address: 3801 Jasper Street Philadelphia, PA 19124 2.2. Other Business of Members. The Members engage independently or with others in other may business and investment ventures of nature and description and shall have no obligation to every account to the Company for such business or investments or for business or investment opportunities. 2.3. Additional Members. Additional members shall not be admitted except with the consent of the Members. FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 2.4. Additional Contributions. Members are not obligated to make additional Capital Contributions unless unanimously agreed by all of the Members. If subsequent Capital Contributions are unanimously agreed by all of the Members, the Members may make such additional Capital Contributions on a pro rata basis in accordance with each Member's respective Percentage Interest or as otherwise unanimously agreed by the Members. 2.5. No Interest on Capital Contributions. No interest shall be paid on capital contributions. ARTICLE 3 MANAGEMENT 3.1. Management of Company. Subject to the terms of this Agreement and the Act, the business and affairs of the will be managed a Manager or Managers designated from time-to- Company by time by a majority interest of the Members. Jennifer Wink Hays and Jeffrey Joseph Ciarlanto are designated as the Managers of the Company. The Managers will act under the direction of the Members and may be elected or removed at any time, for any reason or no reason, by the Members. 3.2. Authority. Subject to restrictions that may be imposed from time to time by the Managers or Members, each Manager shall be an agent of the Company with authority to bind the Company in the ordinary course of business. The Managers shall have no authority to bind the Company as to the following matters without first obtaining approval the Members: by (a) Sale, lease, exchange, mortgage, pledge or other transfer or disposition of all or substantially all of the assets of the Company; (b) Merger of the Company with another entity; (c) Amendment to the articles of organization; (d) Incurrence of indebtedness by the Company other than in the ordinary course of business, (e) A transaction involving an actual or potential conflict of interest between a member or manager and the Company; or (f) A change in the nature of the business of the Company. 3.3. Other Activities. Managers may have other business interests and may engage in other activities in addition to those relating to the Company. This section does not change each Manager's duty to act in a manner that the manager reasonably believes to be in the best interests of the Company. 3.4. Meetings/Notices4Quorum/Voting. Regular meetings of the Managers are not required but may be held at such time and place as the Managers deem necessary or desirable for the reasonable management of the Company. Meetings may take place in person, by conference call, or by any other means permitted under the Act. In addition, Company actions requiring a vote may be carried 2 FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 out without a meeting if all of the Managers consent in writing to approve such action. ARTICLE 4 ACCOUNTING AND RECORDS 4.1. Books of Account. The Company's books and records, a register showing the names, addresses and ownership interests of the Members, and this Operating Agreement shall be maintained by the Managers. Each Member shall have access thereto at all reasonable times. The Managers shall keep books and records of the operation of the Company which are appropriate and adequate for the Company's business and for the carrying out this agreement. 4.2. Fiscal Year. The fiscal year of the Company shall be the calendar year. 4.3. Accounting Reports. Within 90 days after the close of each fiscal year, the Managers shall cause each Member to receive a financial report of the activities of the Company for the preceding fiscal year, including a copy of a balance sheet of the Company as of the end of such year and a statement of income or loss for such year. 4.4. Tax Returns. The Managers shall cause all required federal and state income tax returns for the Company to be prepared and timely filed with the appropriate authorities. Within 90 days after the end of each fiscal year, each Member shall be furnished a statement suitable for use in the preparation of the Member's income tax return, showing the amounts of any distributions, contributions, gains, losses, profits or credits allowed to the Member during such fiscal year. 4.5 Banking. All funds of the Company will be deposited in a separate bank account or in an account or accounts of a savings and loan association in the name of the Company as determined by any Manager. Company funds will be invested or deposited with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government. ARTICLE 5 ALLOCATIONS AND DISTRIBUTIONS 5.1. Allocations of Income and Loss for Tax Purposes. All items of income, gain, loss, deduction and credit shall be allocated among all Members in proportion to their ownership interests. 5.2. Distribution to Pay Tax Liabilities. Within 90 days after the end of each fiscal year, the Company may make a distribution in an amount equal to at least (a) the Company's net taxable income during the fiscal year multiplied by (b) the lessor of (i) thirty-five percent (35%) or (ii) the sum of the maximum federal and state individual income tax rates of any member in effect for the fiscal year (taking into account the deductibility of state taxes for federal income tax purposes), less (c) the amount of any distributions made by the Company during the fiscal year (other than distributions made during the fiscal year that were required to be made under the provisions of this section with respect to a prior fiscal year). For purposes of this section, a Company's net taxable income shall be the next excess of items of recognized income and gain over the items of recognized loss and deduction reported on the Company's federal income tax return for the taxable year with respect to which the distribution is being made. The Company's obligation to make such a distribution is subject to the restrictions governing distributions under the Act. 3 FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 ARTICLE 6 WITHDRAWAL AND DISSOLUTION 6.1. Withdrawal. Each Member agrees not to withdraw from the Company without consent of all other Members. A voluntary withdrawal in violation of this section shall be month's written notice delivered to the managers, but shall constitute a breach of this Operating Agreement for which the Company and other Members shall have the remedies provided under applicable law. 6.2. Events of Dissolution. Except as otherwise provided in this Operating Agreement, the Company shall dissolve upon the earlier of: (a) the time, if any, for dissolution specified in the articles of organization; (b) the death, incompetence, withdrawal, expulsion, bankruptcy or dissolution of any Member; or (c) approval of dissolution by a vote of the Members. 6.3. No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the Company. 6.4. Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Managers shall wind up the affairs of the Company. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds thereof applied as required by the Act. With approval by vote of the members, the Company may, in the process of winding up the Company, elect to distribute certain property in kind. 6.5. Valuation of Member's Interest. Should the Company, or an interest in the Company, need to be valued, a neutral, objective certified public accountant ("CPA") shall be hired by the Company to perform a valuation engagement. The selection of said CPA will be made by unanimous vote of the Members, but if the Members cannot agree, then each Member will select a CPA, and each of those CPAs will each perform a valuation engagement. The Company must allow each CPA access to the information each CPA needs in order to properly perform a valuation engagement. ARTICLE 7 INDEMNIFICATION 7.1. Indemnification. The Company shall indemnify each of its Managers to the fullest extent permissible under Pennsylvania law, as the same exists or may hereafter be amended, against all liability, loss and costs (including, without limitation, attorney fees) incurred or suffered by such person by reason of or arising from the fact that such person is or was a Manager of the Company, or is or was serving at the request of the Company as a manager, director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan or other enterprise. The Company may, by action of the Members or Managers, provide indemnification to employees and agents of the Company who are not managers. The indemnification provided in this section shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution of 4 FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 members of managers, contract or otherwise. 7.2. Limitation of Liability. Managers of the Company shall not be liable to the Company or its Members for monetary damages for conduct as managers except to the extent that the Act, as it now exists or may hereafter be amended, prohibits elimination or limitation of manager liability. No repeal or amendment of this section or of the Act shall adversely affect any right or protection of a Manager for actions or omissions prior to the repeal or amendment. ARTICLE 8 AMENDMENTS 8.1. By Members. The Members may amend or repeal the provisions of this Operating Agreement by unanimous agreement set forth in writing or by action taken at a meeting of Members called for that purpose. This Operating Agreement may not be amended or repealed by oral agreement of the Members. 8.2. By Managers. The Managers may not amend or repeal the provisions of this Operating Agreement. ARTICLE 9 MISCELLANEOUS 9.1. Additional Documents. Each Member shall execute such additional documents and take such actions as are reasonable requested by the Managers in order to complete or confirm the transactions contemplated by this Operating Agreement. 9.2. Arbitration. Any dispute among the Members or among the Members and the Company concerning this Operating Agreement shall be settled by arbitration before a single arbitrator, using the rules of commercial arbitration of the American Arbitration Association. Arbitration shall occur in Philadelphia, Pennsylvania. The parties shall be entitled to conduct discovery in accordance with the Federal Rules of Civil Procedure, subject to limitation by the arbitrator to secure just and efficient resolution of the dispute. If the amount in controversy exceeds $10,000, the arbitrator's decision shall include a statement specifying in reasonable detail the basis for and computation of the amount of the award, if any. A party substantially prevailing in the arbitration shall also be entitled to recover such amount for its costs and attorney fees incurred in connection with the arbitration as shall be determined by the arbitrator. Judgment upon the arbitration award may be entered in any court having jurisdiction. Nothing herein, however, shall prevent a member from resorting to a court of competent jurisdiction in those instances where injunctive relief may be appropriate. 9.3. Counterparts. This Operating Agreement may be executed in two or more counterparts, which together shall constitute one agreement. 9.4 Governing Law. This Operating Agreement shall be governed by Pennsylvania law. 9.5. Headings. Headings in the Operating Agreement are for convenience only and shall not affect its meaning. 5 FILED: NEW YORK COUNTY CLERK 09/20/2023 10:04 PM INDEX NO. 155313/2023 NYSCEF DOC. NO. 52 RECEIVED NYSCEF: 09/20/2023 9.6. Severability. The invalidity or enforceability of any provision of this Agreement Operating shall not affect the validity or enforceability of the provisions. remaining 9.7. Third-Party Beneficiaries. The provisions of this Agreement are intended Operating solely for the benefit of the Members and shall create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law. 9.8. Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents, which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 9.9. Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference. IN WITNESS WHEREOF, the parties have executed or caused to be executed this Operating Agreement and do each hereby represent and warrant that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized to execute this Agreement. . Dated: January 3, 2022 Je fer ink Hay 6