eTrade 2000 Annual Report Download - page 227

and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of
this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the
sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by
express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other
provision of law.
1.3. Purpose; Powers.
(a) Purpose . The primary purpose of the Company is to act as the general partner of E*Trade eCommerce FundII, L.P. (the “ Fund”).
(b) Powers . Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for
the accomplishment of the purpose of the Company, including, without limitation, the following:
(1)to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership
interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or
evidences of indebtedness, as well as in rights, warrants and options to purchase securities;
(2)to make and perform all contracts and engage in all activities and transactions necessary or advisable to carry out the purposes of
the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of
ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of
payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the
guarantee of or becoming surety for the debts of others; and
(3)otherwise to have all the powers available to it as a limited liability company under the Act.
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1.4. Registered Office and Agent. The initial address of the Company’ s registered office in Delaware is 15 East North Street,
Dover, Wilmington, County of Kent, and its initial agent at such address for service of process is Incorporating Services Limited. The
Managing Members may change the registered office and agent for service of process as they from time to time may determine.
1.5. Principal Office. The principal office of the Company shall initially be located at 4500Bohannon Street, Menlo Park, California
94025. The Managing Members may change the location of the principal office of the Company at any time.
1.6. Definitions.
(a) Additional Members . This term shall have the meaning ascribed to it in Paragraph3.2.
(b) Affiliate . With reference to any person, any other person controlling, controlled by or under direct or indirect common control
with such person.
(c) Agreement . This Operating Agreement of E*Trade VenturesII, LLC, a Delaware limited liability company.
(d) Assignee . This term shall have the meaning ascribed to it in Paragraph5.4.
(e) Bankruptcy . A person or entity shall be deemed bankrupt if:
(1)any proceeding is commenced against such person or entityas “debtor” for any relief under bankruptcy or insolvency laws, or laws
relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and suchproceeding is not dismissed within
ninety(90) days after such proceeding has commenced, or
(2)such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of
debtors, reorganizations, arrangements, compositions or extensions.
(f) Book Value . This term shall have the meaning ascribed to it in Paragraph6.2(a).
(g) Capital Account . This term shall have the meaning ascribed to it in Paragraph6.2(b).
(h) Capital Commitment . This term shall have the meaning ascribed to it in Paragraph5.1.
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