OPERATING AGREEMENT
OF
X PROPERTIES, LLC
This Operating Agreement (this "Agreement") of X PROPERTIES, LLC, a
Delaware limited liability company (the "Company"), is entered into as of the
17th day of January, 2003 by and between Quoin Corporation, a Delaware
corporation (the "Member"), and the Company.
Pursuant to and in accordance with the Limited Liability Company Act of the
State of Delaware, as amended from time to time (the "LLCA"), the Member hereby
agrees as follows:
1. NAME. The name of the limited liability company shall be X PROPERTIES,
LLC.
2. OFFICE. The principal office of the Company shall be located at ▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place or places as the Member shall
determine.
3. TERM. The term of the Company commenced as of the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware and the Company shall be dissolved and its affairs wound up as
provided in said Certificate, in this Agreement, or as otherwise provided in the
LLCA.
4. PURPOSE. The Company is formed for the purpose of engaging in any lawful
act or activity for which limited liability companies may be organized under the
LLCA and engaging in any and all activities necessary or incidental to the
foregoing.
5. MEMBER. The name and the mailing address of the Member is as follows:
Name Address
---- -------
Quoin Corporation ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇
The Member is authorized to admit additional members and/or create
different classes of members.
6. MANAGEMENT; POWERS. The business and affairs of the Company shall be
managed by the Member. The Member is authorized to execute any and all documents
on behalf of the Company necessary or appropriate in connection with the
acquisition, financing, operation, management or development of any property of
the
Company. The Member may appoint one or more managers who shall be authorized to
exercise such of the Member's rights and power as designated by the Member.
7. CAPITAL CONTRIBUTIONS. The initial capitalization of the Company by the
Member is set forth on Schedule A.
8. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company, provided however, that
additional capital contributions may be made at such time and in such amounts as
the Member shall determine.
9. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses shall
be allocated to the Member as set forth on Schedule A.
10. DISTRIBUTIONS. Distributions shall be made to the Members at the times
and in the aggregate amounts determined by the Member and in accordance with the
same percentages as profits and losses are allocated.
11. ADMISSION OF ADDITIONAL MEMBERS. The Member may cause the Company to
admit one or more additional members to the Company.
12. LIABILITY OF MEMBERS. The Member shall not have any liability for the
obligations or liabilities of the Company.
13. EXCULPATION OF MEMBER. The Member shall not be liable to the Company
for any breach of duty in such capacity, unless otherwise required by law.
14. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Operating Agreement.
X PROPERTIES, LLC
By: Quoin Corporation, as sole member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
QUOIN CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE A
--------------------------------- ---------------------------------- -------------------------------------------
NAME CAPITAL CONTRIBUTION ALLOCATION OF PROFITS AND LOSSES
--------------------------------- ---------------------------------- -------------------------------------------
Quoin Corporation $100,000 100%
--------------------------------- ---------------------------------- -------------------------------------------
