EMAIL DETAILS

Team - please see below and attached. Hope we can discuss and tighten up tomorrow in our mtg.

Sent from my BlackBerry 10 smartphone on the Verizon Wireless 4G LTE network.
From: Hanley, Matt <mhanley@dglaw.com>
Sent: Friday, May 5, 2017 3:18 PM
To: Tony Bobulinski
Cc: Maltz, Mark
Subject: Oneida Holdings LLC


Tony –

Please find attached the following:


· Certificate of Formation for “Oneida Holdings LLC”;

· Resignation of Sole Organizer; and

· Operating Agreement for Oneida Holdings LLC.


As mentioned, the operating agreement is a simple form. The parties can amend and restate this agreement at any time to provide for additional/different terms for the company going forward. As noted below, the information on Schedules I and II will need to be completed.

Set forth below is a brief summary of the terms:


1. Members: The initial Members are (i) Hunter Biden, (ii) Jim Biden, (iii) Rob Walker, (iv) James Gilliar and (v) Anthony Bobulinski. The Company can admit new members as approved by the Board of Managers.


2. Class of Units: There is one class of membership units, and each member holds voting rights.


3. Ownership: We have left the ownership percentages blank. Please complete this information on Schedule I. You can either complete by hand or let us know the percentages and we can fill it in.


4. Capital Contributions. We have left the initial capital contributions blank. Please complete this information on Schedule II. You can either complete by hand or let us know the amounts and we can fill it in. Note that the initial capital contributions should correspond to the ownership percentages and can be a nominal amount. No member can be required to make additional capital contributions.


5. Board of Managers: The Company is managed by a Board of Managers. Each Member has the right to designate one Manager and only that Member can remove/fill vacancies with respect to that Manager. The initial members of the Board of Managers are: (i) Hunter Biden, (ii) Jim Biden, (iii) Rob Walker, (iv) James Gilliar and (v) Anthony Bobulinski. The Board of Managers act by majority vote.


6. Officers. The Company has the ability to appoint officers. If you would like to appoint officers, let us know the names and titles and we can accomplish this either in the operating agreement or pursuant to resolution.


7. Voting of Members/Minority Protections: All actions required to be approved by the members will be taken by majority vote. We did not include any minority protections (i.e., enumerated actions that require the consent of all members).


8. Distributions of Operating Profits & Sale Event/Liquidation Distributions. The Company will only distribute operating profits if decided by the Board of Managers. The Members will receive distributions of operating profits (if any) and sale event/liquidation proceeds pro rata, based on ownership percentages.


9. Transfer Restrictions. No Member may transfer his membership interests without the consent of the other Members (except for certain permitted transfers to affiliates, family members, etc.). We did not include any provisions regarding right of first refusal/right of first offer, tag-along, drag-along.


10. Amendment. An amendment to this operating agreement will require the written consent of all of the Members.

Please let us know if you have any questions or comments.

Thanks,
Matt
________________________________

MATT HANLEY


mhanley@dglaw.com<mailto:mhanley@dglaw.com>

T: 646.673.8358

F: 212.468.4888

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DAVIS & GILBERT LLP

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