EFTA Document EFTA01298366

. qpi,77P1,:eO ARTICLES of ORGANIZA/LON OF IIIIPFEION MR, U.0 the undortIgnixl natural person of the age or eighteen years or more, acting as Organiser of a limited liablilly company under the Unifittin l.11nStod LiabllIty Company Act, Chapter 15, 31fte 13, %Mille Islands Code ("Uniform Limited Liability Company Awl, du hereby adopt the following Articles or Orgintreallutt tot rvch Melted liability immpotty: AIM= ONE 11.81tisAIWIUM.ANYIEMLOINTACtilfill Name 1. the name of the limited nobility company organized hereby is ItyRIMI0N MR, Ile (the "Company`). . , Address 2. 'rho physical mid mailing addresses of the WWI designated offIde of the Company Alt 9100 Port of Sala Mall, Suite 15, St. Thomas, I/S. Virgin islands 00802. Resident Agent 3. The name mid physical address of the Conipany' initial resident itiont for service of pnnx are Elitefiless Jia4;t1; VI, IAA; 9100 Pori of Sale Mall, Suite 15, Si. Thomas, U.S. Vititin islands 00802. ARItent TWO 'UM The purpose for winch the Company is orgauland Is to mine in my and till lawful purposes for which n Milked liability company may Int orga01201 under the Uniform Limited Liability Compaq Act and other laws of the U.S. Virgin islands. The foregoing paragraph shall he constraid as ontinieratIng both objects and parrot:ea of the Company, and It is hereby (tamest provided that the foregoing enumeration of specific purposes shall nut be held to limit or muddied In any manner the purposes or thls Company otherwise permitted by law. Attrinx RIMATIONMIKOWIttakiti The period of duration of the Company shall he peapetuaL No the bon or disassociated member shall have the power to dissolve the Company by his or her SDNY_GM_00062711 CONFIDENTIAL - PURSUANT TO FED R.CDFNiE IDENTIAL DB-SDNY-0025536 EFTA_00173219 EFTA01298366 independent act pursuant to the provisions of Section 1801, Subsections (4) and (5) of the Uniform Limited Liability Company Act. ARTICLE FOUR ORGANIZER The name and physical address of the Organizer of the Company is Erika A. Kellerhals, 9100 Port of Sate Mall, Suite 15, St Thomas, ELS. Virgin islands 00802. ARTICLE FIVE MANAOINNENT The Company shall be manager managed. The initial manager of the company shall be Lawrence Visoaki. The physical and mailing address of the manager Is 9100 Port of Sale Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capital in the amount of One Thousand United States Dollars (US $1,000.00). ARTICLE SEVEN liMITATION OF wyggn No manager of the Company shall be liable to the Company or its members for monetary damages for an act or an omission in such manager's capacity as a member, except for liability of a manager for (1) a breach of a manager's duty of loyahy to the Company or its members, (ii) an act or omission, not in good faith, that constitutes a breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which o manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the managers position, or (iv) an act or omission for which the liability of a manager is expressly provided for by an applicable statute. If the Uniform Limited Liability Company Act or other applicable law is amended to authorize action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest extent permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. 2 SDNY_GM_00062712 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0025537 EFTA 00173220 EFTA01298367 ARTICLIi MGM Mliffilffbal4A0141-1i No member of the Company shall be liable for the debts and obligati* of the Company under Section 1803, Subsection (c) of the Willem Unbind Liability CompanyAct. ARTIC1J3 MINH SAVIR88114r1 It any phrase, clause, sentence, paragraph, or provision of these Articles of Organization Is held to be void or Illegal, then it shall nut itnpair or affect the Igalente of these Articles of Organization, and the undersigned Organizer of tfid C0Mpany does hereby declare that she would have signed and executed the balante Articles of Organization without such void or illegal provisions. . 7:v r al 4", co r „. lidgnacure page Mims) 3 SDNY_GNI_00062713 CONFIDENTIAL — PURSUANT TO FED_ R.QQFIN(FIDENTIAL DB-SDNY-OO25538 EFTA_0O173221 EFTA01298368 IN mmess WHEREOF, the understand() person has hereunto set her hand as Organizer of the Company this# day ofOctoben.2012. DISTRICT OP ST. THOMAS/SE JOHN ) I* _40N EEPORE ME, the undersigned authority, on this. day of October 2012, personally appeared Erika A. Kellerhals, who being by me first duly sworn, declared that she IS the person who signed the foregoing Articles of Organization as the Otritthaw of HYPERION AIR, v U.S. Virgin Islands limited DeWitt" ammany, and that the statements tam tallied In the foregoing Articles of Organization are true. Ken ca •r '174! ; trt IN 'mu 1ERRITORY ON INN UNII7i0 STATES VIRGIN ISLANDS ) f-.• 0 I.: CII ., • s,tst • ny Public In dgdfor the Territory of the Un d States Virgin Islands My commission expires: 4 Drell a. %ore Wilassatnir itcyConwimbeRgioatersba2V OIS SDNY_GM_00062714 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SONY-0025539 EFTA_00173222 EFTA01298369