ANY OTHER PERSONS OR PUBLISHED IN WHOLE OR IN ANY
PART FOR ANY PURPOSE. IT DOES NOT CONSTITUTE AN INVITATION TO THE PUBLIC IN THE
UNITED KINGDOM AND IRELAND OR ANY SECTION THEREOF TO SUBSCRIBE FOR OR PURCHASE
ANY SHARES OR OTHER SECURITIES IN ANY COMPANY AND ACCORDINGLY IS NOT A
PROSPECTUS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE REGULATIONS.
ANY OFFER CONTAINED IN THIS DOCUMENT IS BEING EXTENDED TO A SMALL NUMBER OF
PERSONS RESIDENT IN THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND BY WAY OF A
PRIVATE PLACEMENT. NEITHER THIS DOCUMENT NOR SUCH OFFER CONSTITUTE AN INVITATION
TO THE PUBLIC IN THE UNITED KINGDOM OR IRELAND OR ANY SECTION THEREOF TO
SUBSCRIBE FOR OR PURCHASE INTERESTS AND ACCORDINGLY IS NOT A PROSPECTUS WITHIN
THE MEANING OF THE PROSPECTUS DIRECTIVE REGULATIONS.
AIREON LLC IS NOT A UCITS FUND. IT HAS NOT BEEN NOR WILL IT BE REGISTERED WITH
THE BANK OF ITALY AND THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
(CONSOB). ITALIAN AUTHORITIES FOR REGISTRATION. THE
INTERESTS ARE OFFERED UPON THE EXPRESS REQUEST OF THE INVESTOR, WHO HAS DIRECTLY
CONTACTED AIREON LLC OR ITS MEMBERS ON THE INVESTOR'S OWN INITIATIVE. NO ACTIVE
MARKETING OF AIREON LLC HAS BEEN NOR WILL IT BE MADE IN ITALY AND THIS LIMITED
LIABILITY COMPANY AGREEMENT HAS BEEN SENT TO THE INVESTOR AT THE INVESTOR'S
REQUEST. THE INVESTOR ACKNOWLEDGES THE ABOVE AND HEREBY AGREES NOT TO TRANSFER
ANY INTERESTS, NOR TO CIRCULATE THIS LIMITED LIABILITY COMPANY AGREEMENT TO
OTHER ITALIAN INVESTORS UNLESS EXPRESSLY PERMITTED BY APPLICABLE LAW. THIS
LIMITED LIABILITY COMPANY AGREEMENT AND OTHER OFFERING MATERIALS RELATING TO THE
OFFER OF INTERESTS ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY
PERSON OR ENTITY OTHER THAN THE RECIPIENTS HEREOF.
TABLE OF CONTENTS
Page
Article 1
DEFINITIONS
2
Article 2
FORMATION OF LIMITED LIABILITY COMPANY
13
2.1
Formation and Tax Classification
14
2.2
Company Name
14
2.3
Term of Company
14
2.4
Purposes
14
2.5
Merger
14
Article 3
CAPITALIZATION; INTERESTS
14
3.1
Capital Contributions
14
3.2
Establishment and Determination of Capital Accounts
14
3.3
Negative Capital Accounts
15
3.4
Company Capital
15
3.5
Loans by Members
15
3.6
Interests
15
3.7
Guarantees
20
Article 4
DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES
22
4.1
Distributions and Payments
22
4.2
Allocation of Profits and Losses
24
4.3
Regulatory and Special Allocations
24
4.4
Tax Allocations; Code Section 704 (c)
24
4.5
Tax Payments
25
Article 5
MEMBERS
25
5.1
Number
25
5.2
Members' Voting Rights
25
5.3
Required Vote
25
5.4
Conversion Election
25
5.5
Effect of Incapacity
27
5.6
Representations and Warranties of Members, NAV CANADA and the Additional
Investors
28
5.7
Investment Opportunities
32
5.8
Confidentiality
32
5.9
Noncompetition
32
5.10
Non-Solicitation
33
5.11
Meetings
33
5.12
Admission of Additional Members
35
5.13
Rights to Information
35
5.14
Iridium Undertaking; Suspension of Iridium Payments
35
Article 6
BOARD OF DIRECTORS
36
6.1
Generally
36
6.2
Number of Directors
36
i
6.3
Tenure
37
6.4
Resignation; Removal
37