HomeMy WebLinkAbout20181026.tiffLIMITED LIABILITY COMPANY AGREEMENT
OF
DPOC, LLC
This Limited Liability Company Agreement (this "Agreement") of DPOC, LLC, a
Delaware limited liability company (the "Company"), is adopted, executed and agreed to by
Mallard Exploration, LLC, a Delaware limited liability company (the "Sole Member"), effective
as of June 15, 2017.
1. Name. The name of the limited liability company is "DPOC, LLC."
2. Purpose. The Company was formed for the object and purpose of, and the nature
of the business to be conducted and promoted by the Company is, engaging in any lawful act or
activity for which limited liability companies may be formed under the Delaware Limited
Liability Company Act, Title 6, Section 18-101 et seq., as amended (the "Act").
3. Powers. The Company has all of the powers of a limited liability company set
forth in the Act.
4. Principal Office. The principal office of the Company will be located at such
place as the Sole Member may determine from time to time.
5. Registered Agent and Registered Office. The Company will continuously
maintain in the State of Delaware a registered office and a registered agent whose business office
is identical with the registered office. The initial registered office and the initial registered agent
are specified in the Certificate of Formation of the Company. The Company may change its
registered office, its registered agent, or both, upon filing a statement as specified by the Act.
6. Member. The Sole Member is the sole member of the Company.
7. Capital Contributions. The Sole Member has agreed to make a capital contribu-
tion to the Company of Ten Dollars ($10.00). The Sole Member is not required to make any
additional capital contributions to the Company.
8. No Interest on Capital Contributions. The Company will not pay any interest on
capital contributions or any other funds contributed to the Company or distributed or
distributable by the Company under this Agreement.
9. Profits and Losses. All income, gains, losses, deductions and credits of the
Company shall be allocated to the Sole Member.
10. Distributions. Distributions shall be made to the Sole Member at the times and in
the aggregate amounts determined by the Sole Member.
11. Management.
(a) Managed by Sole Member. Except as otherwise provided in this
Agreement, the business and affairs of the Company will be managed by the Sole Member.
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2018-1026
(b) Officers. The Sole Member may designate one or more
individuals as officers or agents of the Company. No officer or agent need be a member of the
Company or resident of Delaware. Vacancies may be filled or new offices created and filled by
the Sole Member. Any officer or agent elected or appointed by the Sole Member may be
removed by the Sole Member whenever in its judgment the best interests of the Company would
be served; provided, however, such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
12. Limited Liability. Except as otherwise provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the
debts, obligations and liabilities of the Company, and neither the Sole Member nor any officer of
the Company will be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being the Sole Member or an officer of the Company.
13. Exculpation and Indemnification.
13.1 Exculpation. Neither the Sole Member nor any officer of the Company will be liable to
the Company or to any other person or entity who has an interest in the Company for any loss,
damage or claim incurred by reason of any act or omission performed or omitted by the Sole
Member or such officer in good faith on behalf of the Company and in a manner reasonably
believed to be within the scope of the authority conferred on the Sole Member or such officer by
this Agreement or the Act, except that the Sole Member or any officer of the Company will be
liable for any such loss, damage or claim incurred by reason of the Sole Member's or such
officer's, as applicable, fraud of willful misconduct.
13.2 Indemnification. To the full extent permitted by the Act, the Sole Member and the
Company's officers will be entitled to indemnification from the Company for any loss, damage
or claim incurred by the Sole Member or any of the Company's officers in good faith on behalf
of the Company and in a manner reasonably believed to be within the scope of the authority
conferred on the Sole Member or such officer by this Agreement or the Act, except that neither
the Sole Member nor any of the Company's officers will be entitled to be indemnified in respect
of any loss, damage or claim incurred by the Sole Member or any of the Company's officers, as
applicable, by reason of fraud or willful misconduct with respect to such acts or omissions;
provided, however, that any indemnity under this Section 13.2 will be provided exclusively out
of and to the extent of Company assets, and neither the Sole Member nor any of the Company's
officers shall have personal liability on account of this Section 13.2.
14. Dissolution Events. The Company will dissolve, and its affairs shall be wound
up, upon the earliest to occur of the following:
(a) the written consent of the Sole Member to the dissolution of the Company;
or
(b) as required under the Act.
15. Winding Up.
15.1 Method. Upon the dissolution of the Company, the Sole Member or the Sole Member's
designee will wind up the Company.
15.2 Proceeds. The proceeds of liquidation of the assets of the Company distributable upon a
dissolution and winding up of the Company will be applied in the following order of priority:
(a) first, to the creditors of the Company, including the Sole Member,
in the order of priority provided by law, in satisfaction of all liabilities and obligations of the
Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured
or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of
reasonable provision for payment of those liabilities and obligations; and
(b) thereafter, to the Sole Member.
16. Miscellaneous.
16.1 Fiscal Year. The fiscal year of the Company will be the calendar year.
16.2 Severability. Each provision of this Agreement will be considered separable and if for
any reason any provision or provisions herein are determined to be invalid, unenforceable or
illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Agreement which are valid, enforceable
and legal.
16.3 Governing Law. This Agreement and all rights and remedies under this Agreement will
be governed by, and construed under, the laws of the State of Delaware, without regard to the
conflicts of laws of that state.
16.4 Amendments. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written instrument adopted, executed, and agreed to by the Sole Member.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Agreement as of the date and year first written above.
Sole Member:
MALLARD F (PLORATION, LLC
By:
Name: $ e-fl4
Title: Cs -c,
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