Exhibit 10.1


 


LIMITED LIABILITY COMPANY AGREEMENT


OF


YHSSE, LLC


 


a Delaware limited liability company


 


This LIMITED LIABILITY
COMPANY OPERATING AGREEMENT (this “Agreement”) of YHSSE, LLC (the “Company”) is entered into, as of July
29, 2014 by and among Starstream Entertainment, LLC (“SSE”).


 


RECITALS


 


WHEREAS, the parties to
this Agreement shall be the sole Members of the Company;


 


THEREFORE, in consideration
of the recitals and the mutual rights and obligations contained herein, the Members hereby agree to the Company’s Operating
Agreement as follows:


 


ARTICLE 1


ORGANIZATION


 


		1.1	Name. The name of the Company is YHSSE, LLC.



 


		1.2	Formation. The Company has been organized as a Delaware Limited Liability Company by the
filing of Articles under the Act and the issuance of a certificate of organization by the Secretary of State of Delaware.



 


		1.3	Purposes. The Company is formed to engage in any lawful activity for which limited liability
companies may be formed under the Act including, without limitation, to produce, promote, support and/or develop motion pictures
and engaging in any and all activities necessary or incidental to the foregoing.



 


		1.4	Registered Office. The Company shall maintain a registered office at 100 Skypark Drive,
Monterey, CA 93840.



 


		1.5	Other Offices. The Company may have, in addition to its registered office, offices and places
of business at such places, both within and outside the State of Delaware, as the Manager may from time to time determine or the
business of the Company may require.



 


		1.6	Registered Agent. The name and address of the registered agent of the Company for service
of process on the Company shall be Delaware Corporate Services, Inc.,901 Market Street, Suite 705, Wilmington, Delaware 19801.



 






    	 



    	 



    

 


		1.7	Powers of the Company. The Company shall have the power and authority to take any and all
actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth herein.



 


		1.8	Term. The Company commenced on the date set forth in the certificate of organization issued
for the Company by the Secretary of State of Delaware, and shall continue in existence for the period fixed in its Articles for
the duration of the Company, or such earlier times as this Agreement may specify.



 


		1.9	No State Law Partnership. The Members intend that the Company shall not be a partnership
(including, without limitation, a limited partnership) and that no Member shall be a partner of any other Member for any purposes
other than federal and state tax purposes, and the provisions of this Agreement may not be construed to suggest otherwise.



 


		1.10	Liability to Third Parties. The Members or its designated Manager shall not be liable for
the debts, liabilities, contracts or other obligations of the Company, including under a judgment or order of a court.



 


ARTICLE 2


CONTRIBUTIONS TO CAPITAL


 


		2.1	Member Contribution. The Member contributions to capital shall be
in the form and amounts as set forth in Schedule A. The equity ownership of the Company shall be in an amount that is in direct
proportion to each Member’s equity contribution.



 


		2.2	No Right to Return. The Member has no right to require the return
of all or any part of their capital contribution from the Company prior to its termination, other than that which is granted and
received under the Collection Account Management Agreement in connection with the Picture.



 


		2.3	No Interest. No interest shall be payable on any capital contribution
made to the Company or on any capital account.



 


		2.4	Increases or Decreases in Capital. It is recognized and anticipated
that the Company may require additional capital from time to time, and it is hereby agreed that the Manager shall determine the
amount by which the capital of the Company shall be increased or decreased from time to time. Any additional capital contributions
shall require a majority vote of Members.



 


		2.5	Allocation of Profits and Losses. The Company’s profits and
losses shall be allocated to the Member and the Member’s capital account, if any.



 


		2.6	Transfer. If the Member’s interest is transferred during a
fiscal year of the Company, the taxable year of the Company shall not close, instead, all profits and losses shall be prorated
for the entire taxable year. Gains or losses from capital transactions shall be allocated to the Member of record on the date of
such transaction.



 






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		2.7	Distributions. The Company shall not make a distribution to a Member
on account of its interest in the Company if such distribution would violate the Act or other applicable law.



 


		2.8	Limited Liability. Except as otherwise provided by the Act and by
equitable principles, the debts, obligations and liabilities of the Company shall be solely the debts, obligations and liabilities
of the Company, and neither any Member nor any Manager shall be obligated personally for any such debt, obligation or liability
of the Company solely by reason of being a Member or Manager of the Company, respectively.



 


ARTICLE 3


MANAGEMENT


 


		3.1	Powers of Manager. The Manager will have the power on behalf of, and in the name of, the
Company to carry out any and all of the purposes described herein and to perform all acts which it may, in its sole discretion,
deem necessary, appropriate, advisable, convenient or incidental in furtherance of such purposes. The Manager of the Company shall
be SSE.



 


		3.3	Reimbursement of Manager’s Expenses. The Manager shall be reimbursed by the Company
for all reasonable out-of-pocket expenses properly incurred by them in connection with the discharge of their obligations under
this Agreement in their capacity as a Manager, or otherwise properly incurred on behalf of the Company.



 


ARTICLE 4


LIABILITY AND INDEMNIFICATION OF MANAGER



 


The Manager shall
not be liable, responsible, or accountable in damages or otherwise to the Company or to the Member for any action taken or failure
to act on behalf of the Company, unless (i) such action or omission was performed or omitted in bad faith or constituted gross
negligence, willful misconduct, breach of fiduciary duty; (ii) such action resulted in receipt by the Manager of a financial benefit
to which it/he/she was not entitled; or (iii) such action constitutes a violation of criminal law. The Company shall indemnify
and hold harmless the Manager, and their agents, from and against any and all liabilities, losses, expenses, damages or injuries
suffered or sustained by reason of any acts, omissions or alleged acts or omissions in their capacity as Manager hereunder arising
out of his activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to,
any judgment, award, settlement, penalties, fines, reasonable attorneys’ fees and other costs and expenses (which may be
advanced by the Company) incurred in connection with the defense of any actual or threatened action, proceeding or claim, provided
that such Manager acted in good faith and in a manner reasonably believed to be in the best interests of the Company or not opposed
to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.


 






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ARTICLE 5


VOTING RIGHTS OF MEMBERS


 


Each Member
shall be entitled to cast one vote for each percentage of ownership interest in the company on all matters properly brought before
the Members, and all decisions of the Members shall be made by a majority of the votes cast in the manner set forth immediately
above, except as otherwise provided for in this Article 5 or in the Articles of Organization of the Company or in the Members
Financing Funding Memorandum and Security Agreement. Furthermore, a majority of votes cast by the Members in the manner set forth
in the preceding sentence shall be required to approve the following matters: 


 


A.Dissolution and winding up the
affairs of the Company.


 


B.Merger or consolidation of the
Company.


 


C.Additional Members and/or additional
Capital Contributions including any additional loans.


 


D.Addition of any Officer and/or replacement of any
Officer. 


 


Any amendment to this Agreement shall require a unanimous
vote of the Members.


 


No contract or
transaction between the Company and one or more of its Members, or a person in which such Member has a financial interest, shall
be void or voidable solely because the interested Member was present at or participated in the meeting which authorized the contract
or transaction, or solely because his or their votes were counted for such purpose, if the material facts as to his interest and
to the contract or transaction were disclosed or known to the Members, and the contract or transaction was approved by a majority
vote without counting the vote of the interested Member, or if the contract or transaction was fair to the Company as of the time
it was authorized, approved or ratified by the Members. Interested Members may be counted in determining the presence of a quorum
at a meeting that authorized the contract or transaction.


 



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ARTICLE 6


WITHDRAWAL


 


6.1Bankruptcy or insolvency
of any Member, the application for or appointment of a receiver of any Members, the general assignment of any Members for the benefit
of creditors, the attempt by any Member to take advantage of any other bankruptcy or insolvency laws, or the seizure of any Member’s
interest in the Company under a writ of execution, if the seizure is not released within thirty (30) days, shall cause said Member
to be considered as having withdrawn, effective immediately, from this Company; however, the Company shall not hereby be terminated
or dissolved, but such happening shall automatically provide each of the other Members (the "Non-withdrawing Members")
with an option to purchase a pro rata share of the interest in the Company belonging to said Member involved in such proceedings
(the "Withdrawing Member"), at the Fair Market Value as determined hereinafter. Each of such options may be exercised
in accordance with the procedures established below:


A.Within sixty (60) days following
the date of any such event, one or more of the Non-withdrawing Members (the "Notice Member") may give written notice
to the other Non-withdrawing Members of his desire to consider exercise of such option or options. Thereupon the Notice Member
shall give written notice to the Withdrawing Member and all legally interested third parties, of the necessity for a determination
of Fair Market Value pursuant to this Article.


B.Upon receipt by the Notice
Member of the written determination of Fair Market Value, he shall send a copy to each of the Non- withdrawing Members, and shall
advise them of the ratable amounts in the offered interest of the Withdrawing Member to which they would be entitled if their options
were exercised.


C.Each of the Non-withdrawing
Members may exercise the option only by giving written notice to the Notice Member within fifteen (15) days thereafter, and each
Member who exercises his option to purchase shall set forth in his notice of acceptance the amount of the interest of the Withdrawing
Member to be purchased by him, which amount may not be in excess of the amount specified by the Notice Member as available.


D.If the total amount included
in the options exercised shall be less than the interest to be sold, the Notice Member shall notify the Non- withdrawing Members
immediately of the difference, and they shall have fifteen (15) days in which to make voluntary arrangements among themselves to
purchase the difference and to notify the Notice Member in writing of such arrangement.


E.The Notice Member shall promptly
notify the Withdrawing Member and all interested third parties of the options exercised, and the closing for the options exercised
shall be held within thirty (30) days following the effective date of exercise.


 






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F.It shall not be necessary
that the total of the options exercised include the entire interest of the Withdrawing Member.


G.For all purposes of this Agreement,
FAIR MARKET VALUE shall be determined by valuing the immovable and other property of the Company in the following manner: The Fair
Market Value of all property of the Company other than immovable property shall be determined by the accountants of the Company
by using the value thereof as shown on the books and records of the Company using generally accepted accounting practices. The
immovable property of the Company shall be valued as provided for hereinafter. The Notice Member contemporaneously with notice,
offer or option, shall name an MAI appraiser, and upon written notice of such appointment to the remaining Members, said appraiser
shall be the sole determiner of the Fair Market Value of the immovable property in question unless within ten (10) days following
such notice of appointment of appraiser, any or all of the other Members give written notice naming their selection of another
MAI appraiser to represent them, in which case the two appraisers shall proceed forthwith to determine Fair Market Value of such
immovable property. If, within thirty (30) days following appointment of the second appraiser, the two appraisers are not able
to agree, they shall appoint a third appraiser of their choosing and the third appraiser shall within twenty (20) days make a determination
of the Fair Market Value of such immovable property and the determination by the third appraiser shall be conclusive and binding
on all Members. A report of the appraiser shall be sent to the Notice Member. There shall be subtracted from the Fair Market Value
of the immovable and movable property of the Company all encumbrances affecting same, and the remaining value is the Fair Market
Value of the total interest of all Members in the Company. The Fair Market Value of the interest in the Company of the Member in
question shall be his proportional part of the Fair Market Value of the interests in the Company of all the Members therein.


6.2No Member shall sell all
or any portion of his interest in the Company to any third party unless he first offers to sell such interest to all other Members
(the "Non-selling Members") in accordance with the procedures contained herein below:


A.The selling Member ("Seller")
shall deposit with the Non-selling Members his written offer to sell to the Non-selling Members setting forth the price and all
other terms and conditions of the offer. Each of the Non-selling Members shall have an option to purchase a pro rata share of the
interest of the Seller, such pro rata share to be based upon the percentages of ownership of the Non-selling Members ("Ratable
Amount").


B.Each option may be exercised
only by giving written notice to the Seller within thirty (30) days after the date of the mailing or delivery of a copy of the
signed written offer to each Non-selling Member as set forth above. Each Non-selling Member who exercises his option to purchase
shall set forth in his notice of acceptance the amount of the interest of the Seller to be purchased by him which amount may not
be in excess of his Ratable Amount.


 






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C.If the total amount included
in the options accepted shall be less than the entire interest offered by the Seller, the Seller shall notify the Non-selling Members
immediately of the difference. Thereafter the Non-selling Members shall have fifteen (15) days in which to make voluntary arrangements
among themselves to purchase such difference, and to notify the Seller in writing of such arrangements.


D.Thereafter the Non-selling
Members shall promptly notify the Seller whether his offer has been accepted or rejected.


E.Failure of the Non-selling
Members to exercise options sufficient to purchase the entire interest offered by the Seller shall constitute a rejection of all
options and of the offer by the Seller, and such interest may then be sold to any third party at the same price and upon the same
terms and conditions as were provided in the offer from the Seller to the Non-selling Members. Such sale to a third party must
be closed within ninety (90) days after the date of the notice of rejection given by the Notice Member, and if not so closed within
said time, no transfer shall be made by the Seller, without the Seller repeating anew the procedure set forth above.


F.If the Non-selling Members
exercise the options provided in this Article so as to acquire the entire interest offered, the closing shall be held within thirty
(30) days after the date on which the notice of acceptance of the offer is given by the Non-selling Members.


6.3 Notwithstanding anything
to the contrary set forth elsewhere in this Agreement, each Member shall be free to sell, donate or transfer in any manner whatsoever,
all or a portion of his undivided interest in the Company without the necessity of offering such interest to all or any of the
other Members in the following cases:


A.Where the transfer by the
Member is to any one or more of the following relatives of the Member or a trust established for such relative; namely, a spouse,
a direct ascendant or descendant, or the spouse of a direct descendant; and


B.Where, as a result of the
death of a Member, his interest is transferred to his succession, his heirs or legatees.


6.4 Unless expressly provided
to the contrary, any person acquiring an interest in the Company by any method whatsoever, irrespective of whether such person
is a third party, or a Member to this Agreement, or a beneficiary of a trust which is a Member, or a relative of a Member as defined
in Paragraph 6.3 of this Article or an heir, legatee or a succession representative of a deceased Member, shall, by the acquisition
of such interest, be subject to all terms and conditions of this Agreement as completely as though the acquirer had been an original
Member hereto. Nevertheless, each of such persons shall signify his acceptance of the terms and conditions of this Agreement by
giving written notice of such to the remaining Members in a form acceptable to said Members.


 



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ARTICLE 7


TAXES


 


7.1Fiscal Year. The fiscal
year of the Company shall begin on January 1st and shall be on a calendar year basis.


 


7.2Tax Returns. The Manager
shall cause to be prepared and filed all necessary federal and state tax returns and make all elections necessary or appropriate,
and may retain a certified public accountant for that purpose.


 


7.3Partnership Taxation.
Neither the Company, nor any Member, may make an election for the Company to be excluded from the application of the provisions
of Subchapter K (Partners & Partnership) of Chapter 1 (Normal Taxes & Surtaxes) of Subtitle A (Income Taxes) of the Internal
Revenue Code or any similar provisions of applicable state law. The Members agree that for federal and state tax purposes the Company
shall be qualified and shall operate as a partnership; however, for all other state law purposes the Company shall not be a partnership,
but shall constitute a limited liability company.


  


ARTICLE 8


GOVERNING LAW AND ASSURANCES


 


8.1Indemnification. The
Company shall indemnify the Members or Manager (any such person is hereinafter referred to in this Section 8 as an “Indemnified
Person”) against expenses (including, but not limited to, attorneys’ fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such Indemnified Person (“liabilities”), to the fullest extent now or hereafter
permitted by law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (as used in this Section 8, “Proceeding” or, in the plural, “Proceedings”), brought or
threatened to be brought against such Indemnified Person by reason of the fact that he or she is or was serving in any such capacity.


 


8.2Applicability; Survival.
The provisions of Sections 8.1 shall be applicable to all Proceedings commenced after the date of this Agreement and arising out
of acts or omissions which occur after the date hereof and shall continue as to a person who has ceased to be an Indemnified Person,
and shall inure to the benefit of the heirs, executors and administrators of such a person.


 


8.3Non-Exclusivity. The
indemnification of expenses provided by, or granted pursuant to, this Section 8, shall not be deemed exclusive of any other rights
to which those seeking indemnification of expenses may be entitled under this Agreement, under contract or otherwise.


 






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8.4Governing Law. This
Agreement shall be governed by, and construed under, the laws of the State of Delaware without regard to the rules of conflict
of laws thereof.


 


8.5Severability of Provisions.
Each provision of this Agreement shall be considered severable, 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 that are valid, enforceable and legal.


 


8.6Sole Benefit of Members.
The provisions of this Agreement are intended solely to benefit the Members and, to the fullest extent permitted by applicable
law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party
beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions
or payments to the Company. 


 


	 	MEMBERS:
	 	 
	 	STARSTREAM ENTERTAINMENT, LLC
	 	 	 
	 	By:	
	 	Title:	 


  




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SCHEDULE A


 


Starstream Entertainment, LLC


100 Skypark Drive


Monterey, CA 93940


 


 


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