h 2. ter into this Operating Agreement in order to form and provide for the y and the conduct of its business and to specify their relative rights and obligations. RE, the Members hereby agree as follows: “The following defined terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement, and when not so defined shall have the meanings set forth in the Nevis Limited Liabilty Company Ordinance 1995, y1. "Act" means the Nevis Limited Liability Company Ordinance 1995, including amendments from time totime, reement, a5 originally executed and as amended from time to 1.2.°Agreement” means this operating time, 1.32 Arbitration Rules” means time to time in force. ‘ltration of the Intemational Chamber of Commerce, from 14°Articles of Organization” L.S."Assignee” means 9 person of a Transfer in accordance wit “ed a Member's Econom is Agreement, but w ‘ompany, by way ome a Member. 1,6.°Assigning Member* rear Interest in the Company to a nber who by means ed an Economie 1.7."Capital Account” mean: accordance with Article 1, 5 ¢ maintained and adjusted in 1.8, "Capital Contribution” means, with respect to the money and the Fair Market Value of any pro ‘consideration of a Percentage Interest held t loan, er than money) contributed to the Company in: Contribution shall not be deemed a 1,9."Capital Event” means a sale or disposition of any of the Company's capital assets, the receipt of lnsurance and other proceeds derived from the involuntary conversion of Company property, the receipt Of proceeds from a refinancing of Company property, or a similar event with respect to Company property orassets, ic Interest” means a Person’s right to share in the income, gains, losses, deductions, NS of, and to receive distributions from, the Company, but does not include any other he ght to vate or to participate in management. m of creating or purporting to create an Encumbrét Value of any item of property contributed by a Member rof such anon ‘85 mutually ogreed by the contributing Member (b) The Gross Asset Vaiue of any item of Company property distributed to any Member shall be Peat Value Of such tom of property onthe date of ceibvuon, 9s mutual eoreed by Wie itt mber and the Company, 1.15. “Intial Member® or “Initial Members means thoge Persons whose names are set forth in the first ‘sentence of this Agreement, & referance in ati “Tal Membr” means any of the Initial Members. bership Interest, or any element thereof, . ont t court order, foreclosure of & ‘or otherwise, including a purported any Transfer or Encambcan F Security Interest, exacutlot of transfer to or fran) a trustee in banicuntey, r ‘whether TAZ. “Lpsse: rolls and Losses, 41.18. “Majority of Members” means a Member cr Members hase Pe thon 50 pereant of the Percentage Interests of 2/| the Membars, 1.19, "Hweting’ ls defined In Article V, Section 5.2. 1.20, "Member" means 2n Initial Member or a Person who otherwise a permitted under this Agreement, end who remains a Member nership Interest, as 121. "Minis Finance in the Nev! e” means the Minister for the time being charged with the responsi Island Administration, bility of 1.22. “Notice” means 2 wrltte delivered using one oF th this Agrearnen’. A notice must be {2} hand delivery (notice fs deemed olven (6) fax with telephone confirmation by the & med given on telephone confirmation); (©) United Parcel Service, Feral Express, DHL Couriers or othar delivery service of equal or superior reputation and which provides for proof of delivery from 9 disinterested party (notice 18 deemed Given at the time of the first attempted delivery hy the delivery service) resses for notice may be changed by written notice in the manner herein specified. Unless and until is given, the last address given, or address provided in this Agreement (iF no notice of char jven) will control. All communications will be addressed to the address of the r the Company's records. means a fraction, expressed as a percentage, unt and the denominator of which is the28, “Successor in Interest” means an Assignee, a successor of a Person by merger or otherwise by | __ operation of law, oF a transferee of all or substantially all of the business or assets of @ Person. any sale, assignment, gif, Involuntary Transfer, oF other disposition of a Membership Interest or any element of such a Membership Interest, dineetly or indirectly, ather than an Encumbrance that is expressly Permitted under this Agreement, 1,30. “Triggering Fvent” f= Vi 1.31. "Vote" means 6 wrilber anne st at a Meeting, or a voice vote. 1.32. “Voting Tate and any right to fina except as limited by proportional tx thst Sten 2m management | under the Act, shall be directly toa Member, the right to Vote or partic ig the business and affairs of the Company pro igions cf this Agreement. A Member's. Vo! ercantage Interest. ARTICLE I: ARTICLES OF OasaNZATION 2.1.Schedule A of is Agreement shows the Members of the Company, and their contact addresses. 2.2:The name of the halt be La Providence LLC. 2.3.The principal place of business of the Company shell be at Dixcart Hi Nevis, St. Kitts & Newis ‘cmpsny ‘wil maintain any ot ‘and without Nevis, as the Members may fram tine to tine se Fo cffices at any ather ‘Charles Charfestovn, fo places, within 2.4.The initial agent for service of pres PO Box 598, Charlestown, Nevis any shalt be Dixcare Management Nevis Limited, 2.5, The Company will be formed for the pungos. usiness of Asset Management. a 246. The Company shall have every power which It considers necessary or Convenient to engage in any lawful act or activity in [yetherance ofits purposes, 27, The Company's term shall continue until terminated by the provisions of this Agreement.Membership Interest shall terminate and t ‘and the other Members harmless from any attorney fees caused by the failure to make such Capital Contributions. mr Cnt covion t 2° | Capital Account shall be maintained for each Member const Be cocareor, (a) increased by that Member's share of Profits, (2) decreased Mamber’s share of Losses, and (3) adjusted as required when events occur that the Members: unanimously deem make it appropriate or necessitate to make ar adjustment to reflect the Member's relative economic interests in the Company. 34, A Member shall not be entitled &2 velfieaw any part of the Member's Capital Contribution or tO) FetzWe any distributions, whether oF money or property fram the Company except as provided inthis Agreement. ids or sroparty contr 3.5 No intesest si balance of a Memb pald on Capital Acc 3.6.A Member sill sat: be bound by, oF be personally Hable penses, tabilties, ar obligations of the Company excet 2 ise provided in the Act or in this Agreement. Capital eof, ‘2 have priority over any other Member, with respect to the return of sstions or allocations of income, gain, losses, deductions, credits, or fein t ‘ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS 4,1.The Prnfis ant Lose credit shall be cf the Company and all items of Company income, ¢ deduction, or er In accordance 2 Interest, rest during any fiscat y fits oF i ing Member and en the number 4.3,All cash 1 be distributed among the Members in proportion Members may agree. ulting from the norms! bu rations of the Com wy and From a Capital Event shall ‘their Percentage Interests at such tmes a5 the: 4.4.1 the proceeds from a sale or other dispostion of 2 Company asset consist of pany asset consist of property other than Cosh, the Valve of uch property shal be as determined by the Members, Such nomcauh proceeds shel then be allocated among all the Members in proportion to their Percentage Interests, If such non-cash, Proceeds are subsequently reduced to casi, such cash shall be distributed to each Member in accordance iding any other provisions of this Agreement to the contrary, when there pany, oF when any Members interest is lquidated, al ems of icone ‘Members Capital Accounts under this Article IV, and other al Accounts shall be made before the final distribution to the Members to the extent of ond n ropeare not required to hold meetings, and decisions may be reached through sultations followed by agreement among a Majority of Members, provided that all ted (although al! Members need not be present during @ particular consultation), or by @ igned by a Majority of Members. In the event that Members wish to hold a formal ing”) for any reason, the following procedures shall apply ~ (a) Any two Members may call a Meeting of the Members by giving Notice of the time and place of the Meeting at least 48 hours prior to the time of the holding of the Meeting. The Notice need not specify the purpose of the Meeting, or the location if the Meeting Is to be held at the principal executive office of the ‘Company. () A matonity of Pere the Members, 3 shall con stitute 2 quorum far the transaction of business at, any Meeting of (©) The transactions of shall be as valid as th and if, elther before consent to the the Members at any Meeting, however called or noticed, or wherever held, igh transacted at a Meeting duly ‘eld! after call snd notice if a quorum is present after the Meeting, each Member noi prese 2 writhen waiver of Notice, ing of the Meeting, or an approval of the minutes of the Meeting. fer this A (@) Any action required or permitted to be taken by the Members ementt may be taken without a Meeting if a Majority of the Members individually or cotfectively consent in writing to such action. (e) Members may participate in the M communication eeting through the use of a conference telephone or similar sqvipment, provided that all Members participating in the Meating can hear ane another. (8 The Members shal! keep or cause to be kept with the books end records of the Company full and accurate minutes of all Meetings, Notices, and waivers of Notices of Meetings, and all written consents in Jieu of Meeting: 5,3.The Members as such and as managers shall not be entitled to compensation for their services. 5,4.The Company may have a President, who may, but need not be a Member. A Majority of the Members may provide for additionat officers of the Company and for thelr election, and may alter the powers, ditties, and compensation of the President ard of all other officers. The President, if there is one, shall attend any Meetings of Members called pursuant ta Section 5.2(a)4F) 5.All assets of the Company, whether real or personal, shall be held in the name of the Company. All funds of the Company shall be deposited in one or more accounts with one or more recognized —during the term of exstence of the Company, and beyond that term if 2 Maj the Members shall keep or cause to be Kept the books of accou (9) A current list of the full name and last known bussiness or residence address of each Member, ether with the Capital Contribution and the signe m Profs and Losses of each Member, 7 {b) A copy of the Articles of Or nd reports, iF any, for the six most (6), Copies of the, Congr recent taxable year; {G) Executed onunterpars of this Aavecs é (zation oF any amendments thereto were f atiomey une (e) Any power executed; (6) Finan parst and, nts of the Company for the six most recent fi (g) The Ba0ks and Records of the Company as they relate to the Company's internal affairs for the current ang past four fiscal y2ars. Ifa Majority af teers of the Compan rs deen that any of the foregoing items shal! be kept beyand the berm of existence ‘repository of said items shall be as designated by 2 Malorkry of Members. 6.4.Within 96 ay the Member returns, and a copy 0 ARTICLE vit: tt AND VO" 7.1.There shall be only one class of membershia and ‘oer shall have any rights oF preferences in addition to or diferent. from those possessed by any other Member, Each Member shall Vote in proportion fo the Member's Percentage Interest a3 of the goveming record date, determined in accordance with Section 7.2. Any action that may or that must be taken by the Members shall be by a Majority of Members, except that the following actions stall all require the unanimous Vote of the Members: it send to each of 12 tex oF information ‘ser the end of each taxable year of the Company the Company ‘essary for the Members to complete thelr in ipany’s income tax or information returns for such year the C: (a) the transfer of a Membership Interest and the admission of the Assignee as a Member of the Company;‘on which notice is given; or If notice is waived ~ on which the meeting is held; entitled to give consent to corporate action in writing without a meeting, is the day on which the first written consent Is given; and (© other for any other purpose wil be at the close of business an the day the Managers adopt the resolution felating to the action, or the 60" day before the dale of the action, whichever is the later. 7.3, At all Meetings 0 5, a Ne V person o by proxy. Such proxy shall be filed with any Member before or 2 ne of ring, and may be filed by facsimile transmission to & Member at the, principa! executive office of tive Company or such other address ag may be given by a Majority of Members ts the Hembers for such pursases.fate of vwlthdraviel (n accordance with the transfer restrictions: Eas expressly provided in this Agreement, a Member shall not Transfer any part bership Interest in the Company, whether now owned or hereafter acquired, unless (1) the bers unanimously approve the transferee's admission to the Company as a Member upon such ind (2) the Membership Interest to be transferred, when added to the total of all other ip Interests transferred in the preceding 12 months, will not cause the termination of the No Member may Encumber or permit or suffer any Encumbrance of all or any part of the bership Interest in the Company unless such Encumbrance has been approved in writing fer Members, Any Transfer or Encumbrance of a Membership Interest without such approval ‘Notwithstanding any other provision of this Agreement to the contrary, a Member who Is a ‘may transfer all or any partion of his or her Membership Interest to any revocable trust the benefit of the Member, or any combination between or among the Member, the Member's }\d the Members issue; provided that the Member retains a beneficial interest in the trust and all ing Interest included in such Membership Interest. A transfer of @ Member's entire beneficial such trust or failure to retain such Voting Interest shall be deemed a Transfer of a Membership happening of any of the following events (Triggering Events) with respect to a Member, the ind the other Members shall have the option to purchase all or any portion of the Membership. the Company of such Member (Selling Member) at the price and on the terms provided in of this Agreement: th oF incapacity of a Member; ankruptey of a Member; inding up and dissolution of a corporate Member, or merger or other corporate reorganization ‘Member as a result of which the corporate Member does not survive as an entity; ithdrawal of a Member; or currence of any other event that is, or that would cause, a Transfer in contravention of this Pr agrees to promptly give Notice of a Triggering Event to all other Members, receipt of Notice by the other Members as contemplated by Section 8.1, and of any Triggering Event (the date of such receipt is hereinafter referred to as heron fanager(s) shall prompty give notice of the occurrence of such a Triggering Event to each the Company shall have the option, for a period ending 30 calendar days following thece of the Membership Interest that is the subject of an option under th Fair Market Value of such Membership Interest as determined under this Secti and purchasing partes shall use his, her, or its best efforts to mutually agree on ket Value. If the parties are unable to so agree within 30 days of the date on which the option le (the Option Date), the selling party shall appoint, within 40 days of the Option Dat | appraiser, and the purchasing party shall appoint within 40 days of the Option Date, one appraiser. two appraisers shall within a period of five additional days, agree on an appoint an additional appraiser: The three appraisers shall, within 60 days after the appointment of the third appraiser, determine the Fair Market Value of the Membership Interest in writing and submit their report to all the parties, The Fair Market Value shall be determined by disregarding the appraiser’s valuation that diverges the greatest from each of the other two appraisers’ valuations, and the arithmetic mean of the remaining two ‘appraisers’ valuations shall be the Fair Market Value. Each purchasing party shall pay for the services of the appraiser selected by it, plus ane-haif of the: fee charged by the third appraiser. The option purchase: price as So determined shall be payable In cash B.7.Except as expressly permitted unde 3 ve transferee (other than an existing Member) of a Membership Interest may be admitted as her with mapect to such Membership Interest (Substitutes Member) only {1) on th: ‘of the ather Members in favor of the prospective si tive transferee’s executing a counterpart of ¢ of a Membership Interest shall be deame omic Interest unti} such prospective transf and, therefore, the awn 0 all provisions of this 8.8,Any pesvon admitted to the Company as a Substituted Member shat! be Agreement: ARTICLE /INDING UP DISSOLUTION AND 9.1.The Company shall be dissolved on the first to occur of the following events: (a) The written agreement of all Members to dissolve the Company. {b) The sale or other disposition of substantially all of the Company assets. 9.2. On the dissolution of the Company, the Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company, The Members who have not wrongfully dissolved the Company shalt wind up the affairs of the Company. The Persons winding up the ‘affairs of the Company shall give written Notice of the commencement of winding up by mail to all known Greditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all knowin debts of the Company (except debts ‘owing to Members) the remaining assets of the Company shall be dstributed or applied in the following order of priority: (2) To pay the expenses of liquidation, 5) To repay outstanding loans to Members. If there are insufficient funds to pay such | mber shall be repaid in the ratio that the Member's respective loan, ipaid thereon, bears to the total of all such loans from loans, Such repayment shall first be credijibe created mong the Members in mpany ‘remaining after the payment or ny Is insufficient to return the investment of any Member, jnst any other Members for indemnification, contribution, or reimbursement, 10.1, The parties hereby submit all controversies, claims and matters of difference in any way related to “this Agreement, the Company or any investment in the Company to binding arbitration in Nevis according to the Arbitration Rules. This submission and agreement to arbitrate is specifically enforceable. 10.2 The parties intent that Section 14.1 be construed as broadly as possible and that all uncertainty with regard to the requirement that a dispute be arbitrated be resolved in favour of mandatory arbitration. d by th Thlerational Court of titration of ve i Rulles. The arbitrator does nak have the Commerce pursyant th the Arbitration 10.4 The parcker agree fo abide 2y all awards rendered in the arbitration proceedings. The awards are final and binding 0° all partes fo the maximum extent allowed by applicable law. All awards may be fled with the clerk oF o 2 courts having jurisdiction over the party against whom such an award is rendered or bis prope 10.5 Each part arbitrator's and adv ‘own costs and expenses and an equal share of the stvative fees of arbitration 10.6, Consisieni with the expedited nature of arbitration, discovery is limited to each party's (a) production of capies nF those documents, or (b) access to other tangible things that the party intends to Introduce inin evidence at the arbitration hearing. Any dispute regarding discovery s determined by the arbitrator, which d is conclusive. All discovery must be completed within 45 days following the appointment of the arbitrator. No interrogatories, requests for admission or depositions are allowed, 10,7 The arbitrato: damages not mersured 4 pre injunctive reilef or dination interest on any aware nas 9 autivorty. to ward any of the following remedies: (a) punitive or other ailing party's actual damages; (b) consequential damages; (c) than the direction to pay a monetary amount; or (c), nt) exceeding 6% per annum, simple interest, prejucigmit may be executed in one or more counterparts, each of which but all of which together shall constitute one and the same instrument. ision of this Agreement is determined by any court of competent jurisdiction or arbitrator to, invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as tho more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability of, if that is not possible, such provision shall, t the extent of such invalidity, illegality, oF unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. 11.4.This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, and permitted succrssars and assigns. 11.5. Whenever used fn th singular, and the neuter corporation, all as the, © shall include the plural, the plural shall include the male a3 well as a trust, firm, company, oF vy require, chute the male ani 4 meaning of ts Agcee 11,6. The part és Agreeriert shall promptly execute and deliver sy and all additional documents, instruments, notioes, and cther assurances, and shall do any aad all other acts and things, reasonably necessary in connection with the performance of their respective obligations under chis Agreement and to carry out the: intent oF the parties, LL.7.Except as pr in this Agreement, no provision of this nt shall fe construed to limit in any manner the Memizers to the carrying on of their own caspective busi activites, shall be construed to Member ALB.Except as provided constitute a Menther, io the 11.9, Each Member re authority to enter into th resents and warrants to the other Members that the Member has the capacity and Agreement, 11,10. The article, secrion, and paragraph titles and headings contained in this Agreement are inserted as a matter of convenience and for ease of reference oniy and shall be disregarded for all other purposes, including the construction or enforcement of this Agreement oF any of ts provisions. 11.11, This Agreement may be altered, amended, or repealed only by @ unanimous Vote of all the: Members. 11,12, Time is of the essence of every provision of this Agreement that specifies a time for performan This Agreement is made solely for the benefit of the parties to this Agreement a ive permitted successors and assigns, and no other person or entity shall have oF a fthis Agreement. bers | ‘the Company to be a limited liability comy i ‘with the express intent of the partes tosignature: Cowen Nome: Enanvel Macron 4 May 2042