EPSTEIN
page 2 / 365 . OCR, unverified
4512(C)(3), and who ore capable of evaluating the strategies, characteristics and investment risks of, and exercising independent judgment in evaluating.
the ideas and products discussed herein. Trades and transactions are subject to relevant internal approvals of DEW a as affiliates prior to execution, and the
execution of any transaction or idea discussed herein is conditonal on your becoming a client of Deutsche Bonk.
Key Client Partners (KCP) products, investment ideas and solutions and related matters discussed herein ore provided for discussion purposes only,
and strictly ono non-advisory basis. The KCP Americas desk does not provide investment advice.
The information set forth herein is confidential and personal to you and is being presented for your information and for discussion purposes only.
My reproduction and/or redistribution thereof (in whole or in port) or disclosure of its content without our written consent is strictly
forbidden. This communication does not create any legally binding obligation on the part of DEIS! or any of its affiliates.
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Anthony Lentini
Client Data Services I COO DBUSA Core Corp.
5201 Gate Parkway
Jack
'
Tel.:
E-mail:
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set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached
hereto. The Company shall thereupon issue to the Sole Member that number and class or Units so
subscribed and contributed for. The Sole Member. may make additional capital contributions at any
time and in any amount that it may desire.
B. Transfer of Membership Units, The Sole Member may transfer any or all of its
Membership Units to any person or persons, at any time and from time to time. Subject to the
provisions of this Section, the Sole Member may assign its Membership Interest in the Company in
whole or in part. The assignment of 'a Membership Interest does not itself entitle the assignee to
participate in the management and affairs of the Company or to become a member. Such assignee
is onlyentitled to receive, to the extent assigned, the distributions the assigning Sole Member would
otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest
and not a substituted member. An assignee of a membership interest shall be admitted as n
substitute member and shall be entitled to all the rights and powers of the assignor only if all the
members consent. If admitted, the substitute member, has to the extent assigned, all of the rights
and powers, and is subject to all of the restactions and liabilities of the members.
C. No Interest: No Return of Capital. Capital contributions to the Company shall not earn
interest, except as otherwise expressly provided for in this Agreement. Except as otherwise
provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a
return of, a capital contribution or any portion thereof.
SECTION III
CAPITAL ACCOUNT
A. Capital Aeglid. A capital account ("Capital Account") shall be maintained for the Sole
Member, and any additional member in accordance with the provision of this Article.
1. inemaggijncapital Accous The Capital Account of the members shall be
increased by:.
(a)
The fair market value of the members' initial capital contribution and any
additional capital contributions by the members to the Company. If any pamerty,
other than cash, is contributed to or distributed by the Company, the adjustments to
Capital Accounts required by Treasury Regulation Section 1.704-1(bX2)(ivXd), (e),
(0 and (g) and Section 1..704-1(bX4)(1) shall be made.
(h)
The members' sham of the increase in the tax basis of Company property, if
any, arising out of the recapture of any tag credit.
(c)
Allocations to the members of profit.
(d)
Company income or gain (including income and gain exempt from income
taxation) as provided under this. Agreement, or otherwise by Regulation Section
1.704-1(b)(2)(iv).
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(e)
The amount of Company liabilities that are assumed by the members.
2. Decreases in Capital Account. The Capital Account of the members shall be
decreased by:
(a)
The amount of money distributed to the members by the Company pursirant
to any provision of this Agreement.