郭文贵破产案 · EXHIBIT · ECF #2032-55

## **Exhibit 55**

# LIMITED LIABILITY COMPANY AGREEMENT

#### OF

### LAMP CAPITAL LLC

This Limited Liability Company Agreement (the "Agreement") of Lamp Capital LLC is entered into as of the 8th day of September, 2020 by Infinity Treasury Management Inc., the sole member of the limited liability company (the "Member").

Lamp Capital LLC was organized, in accordance with the Delaware Limited Liability Company Act (the "Act"), by the filing of a Certificate of Formation with the office of the Delaware Secretary of State on September 8, 2020. The Member hereby sets forth the following Agreement:

Name. The name of the limited liability company is Lamp Capital LLC (the "Company").

2. Purpose. The Company is 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 Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is 3411 Silverside Road, Tatnall Building #104, Wilmington, DE 19810.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building #104, Wilmington, DE 19810. The Company may change such registered agent, from time to time, as the Member may deem advisable.

5. Member. The name and address of the Member is as follows:

Name

Address

Infinity Treasury Management Inc.

667 Madison Avenue New York, NY 10065

6. managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. In connection with the foregoing, the

Member is hereby authorized and empowered to act through the officers and employees of the Company, if any, and any other persons designated by the Member to carry out any and all of the powers and authorities that the Member possesses under this Agreement. Without limiting the generality of the foregoing, the Company may:

a. investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation;

b. borrow and re-lend money (on such terms and conditions as the Member may determine) in connection with the business;

c. all powers and privileges granted by the Act, any other law or any provision of this Agreement;

d. including, without limitation, such power and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company, and

e. without limiting the powers and privileges enumerated in clause (c) or (d) above, all powers and privileges that the Company would have if the Company were a natural person.

7. Officers. The Member may from time to time designate one or more individuals as officers of the Company who will have such titles and exercise such powers and duties as are assigned to them from time to time by the Member. Any officer may be removed by the Member at any time, with or without cause. Each officer shall hold office until his or her successor is duly elected and qualifies or until the earlier of the officer's death, resignation or removal. Any number of offices may be held by the same individual.

8. No Management by Other Persons or Entities. No other person or entity shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

9. Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member as to:

> a. the identity of the Member;

the existence or non-existence of any fact or facts which constitute b. a condition precedent to acts by the Member or are in any other manner germane to the affairs of the Company;

c. the persons who or entities which are authorized to execute and deliver any instrument or document for or on behalf of the Company; or

d. any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

10. Foreign Qualification. The Company may qualify to transact business as a foreign limited liability company in any jurisdiction the Member determines is necessary or appropriate to carry out the business activities of the Company and shall deliver all certificates and other instruments that are necessary to qualify, continue or terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business activities.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the bankruptcy, dissolution, expulsion, resignation or withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assigmment of the Member's interest pursuant to Section 17), or (c) the entry of a decree of judicial dissolution under the Act.

12. Winding Up. Upon the dissolution and winding up of the Company, the assets shall be distributed as provided for in Section 18-804 of the Act and upon completion of the distribution of Company assets, the Company shall be terminated and the person acting as liquidator shall cause the cancellation of the Certificate of Formation and shall take such other actions as may be necessary or appropriate to terminate the Company.

13. Capital Contribution. As of the date of this Agreement, the Member has contributed assets in the amount set forth on Schedule A attached.

14. Additional Contributions. The Member is not required to make any additional capital contribution to the Company, but may do so.

Allocation of Profits and Losses. The Company's profits and losses shall 15. be allocated to the Member.

16. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

17. Assignments. The Member may assign in whole or in part its limited liability company interest.

18. Resignation. The Member may resign from the Company.

19. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member(s) of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

- 3 -

20. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

21. Indemnification. To the fullest extent permitted under the Act, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim or expense (including attorneys' fees) whatsoever incurred by the Member relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Member on behalf of the Company; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and neither the Member nor any other person shall have any personal liability on account thereof.

22. 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.

23. Amendments. This Agreement may be amended by the Member for any reason and at any time.

24. Severability. In the event that any provision of this Agreement shall be declared to be invalid, illegal or unenforceable, such provision shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.

# [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the sole member has executed this Agreement, to be effective as of the day and year first above written.

Infinity Treasury Management Inc. By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: Daniel T. Podnaskie Title: President

### SCHEDULE A

| Member Name and Address | Canital Contribution ' | : Membership Interest | |-----------------------------------|------------------------|-----------------------| | Infinity Treasury Management Inc. | \$100.00 | 100% | | 667 Madison Avenue | | | | New York. NY 10065 | | |

Case 22-50073 Doc 2032-55 Filed 07/25/23 Entered 07/25/23 13:27:53 Page 8 of 12

### APPLICATION FOR AUTHORITY

#### OF

Lamp Capital LLC

Under Section 802 of the Limited Liability Company Law

FIRST: The name of the limited liability company is:

Lamp Capital LLC

If the name does not contain a required word or abbreviation pursuant to Section 204 of the Limited Liability Company Law, the following word or abbreviation is added to the name for use in this state :

If the name of the limited liability company is unavailable, the fictitious name under which it will do business in New York is:

SECOND: The jurisdiction of organization of the limited liability company is: DELAWARE

The date of its organization is: September 8, 2020

- THIRD: The county within this state in which the office, or if more than one office, the principal office of the limited liability company is to be located is: NEW YORK - FOURTH: The secretary of state is designated as agent of the limited liability company upon whom process against it may be served. The post office address within this state to which the secretary of state shall mail a copy of any process against him or her is:

667 Madison Avenue, New York. NY 10065

- FIFTH: agent of the limited liability company upon whom and at which process against the limited liability company can be served is: - SIXTH: jurisdiction of formation by the laws of that jurisdiction or, if not so required, the address of the principal office of the limited liability company is: c/o Corporate Creations Network Inc.

3411 Silverside Road, Tatnall Building #104, Wilmington, DE 19810

SEVENTH: The limited liability company is in existence in its jurisdiction of formation at the time of the filing of this application.

NY079 - 1/28/2019 Wolters Kluwer Online

EIGHTH:

> The name and address of the authorized officer in the jurisdiction of formation where a copy of the articles of organization of the limited liability company is filed is (e.g. Secretary of State): Delaware Secretary of State: Division of Corporations - John G. Townsend Bldg.

401 Federal St., Ste. 4, Dover, DE 19901

No public filing of the limited liability company's articles of organization is required by the laws of the jurisdiction of formation. The limited liability company shall provide, upon request, a copy thereof with all amendments thereof. The name and post office address of the person responsible for providing such copies is:

Name and Capacity of Signer

Daniel T. Podhaskie, Authorized Person

NY079 - 1/28/2019 Wolters Kluwer Online

# Application for Authority

of

Lamp Capital LLC

(Entity Name)

Under Section 802 of the Limited Liability Company Law

Filed by:

Courtney L. Scanlon - c/o Hodgson Russ LLP (Name)

140 Pearl Street, Suite 100

(Mailing address)

Buffalo, NY 14202

(City, State and ZIP code)

NY079 - 1/28/2019 Wolters Kluwer Online

#### Case 22-50073 Doc 2032-55 Filed 07/25/23 Entered 07/25/23 13:27:53 Page 11 of 12

| | (Rev. December 2017) | Application for Employer Identification Number<br>(For use by employers, corporations, partnerships, trusts, estates, churches,<br>government agencies, Indian tribal entities, certain individuals, and others.)<br>Go to www.irs.gov/FormSS4 for instructions and the latest information.<br>Department of the Treasury | | | | | EIN | OMB No. 1545-0003 | | | | |----------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|--------------------------|-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|--------------------------------------------------|------|--|--| | | Internal Revenue Service | See separate instructions for each line. > Keep a copy for your records. | | | | | | | | | | | | | Legal name of entity (or individual) for whom the EIN is being requested | | | | | | | | | | | | Lamp Capital LLC | | | | | | | | | | | | print clearly. | 2 | Trade name of business (if different from name on line 1) | | ਫ | Executor, administrator, trustee, "care of" name | | | | | | | | | | | | | | | | | | | | | | | 4a Mailing address (room, apt., suite no. and street, or P.O. box) 5a | | | Street address (if different) (Do not enter a P.O. box.) | | | | | | | | | | 667 Madison Avenue | | | | | | | | | | | | 40 | City, state, and ZIP code (if foreign, see instructions) | | | 5b City, state, and ZIP code (if foreign, see instructions) | | | | | | | | or | | | | | | | | | | | | | | New York, NY 10065<br>County and state where principal business is located<br>0 | | | | | | | | | | | | Type | | | | | | | | | | | | | | 18 | NEW YORK COUNTY, STATE OF NEW YORK<br>Name of responsible party | | | S | | | | | | | | | | | | | | SSN, ITIN, or EIN | | | | | | | | | Daniel T. Podhaskie | | | | | XXX-XX-6926 | | | | | | 89 | | Is this application for a limited liability company (LLC) | | | 80 | If 8a is "Yes," enter the number of | | | | | | | | | (or a foreign equivalent)? Yes | | No | | LLC members ▶ | | | | | | | 8C | | If 8a is "Yes," was the LLC organized in the United States? | | | | ·············································································································································································· | | | I No | | | | | | 9a Type of entity (check only one box). Caution. If 8a is "Yes," see the instructions for the correct box to check. | | | | | | | | | | | | | Sole proprietor (SSN) | | | | Estate (SSN of decedent) | | | | | | | | | Partnership | | | | Plan administrator (TIN) | | | | | | | | | Corporation (enter form number to be filed) > | | | | Trust (TIN of grantor) | | | | | | | | | Personal service corporation | | | | Military/National Guard | | State/local government | | | | | | | Church or church-controlled organization | | | | Farmers' cooperative | | Federal government | | | | | | | Other nonprofit organization (specify) ▶ | | | REMIC | | | | | | | | | | Other (specify) ▶ DISREGARDED ENTITY | | | | | | Indian tribal governments/enterprises | | | | | ap | | If a corporation, name the state or foreign country (if | State | | | Group Exemption Number (GEN) if any ▶ | | | | | | | | | applicable) where incorporated | | | | | Foreign country | | | | | | | | | | DELAWARE | | | | | | | | | | | 10 Reason for applying (check only one box) | | | | Banking purpose (specify purpose) | | | | | | | | | Started new business (specify type) > | | | | Changed type of organization (specify new type) D | | | | | | | | | Single-Member Limited Liability Company | | Purchased going business | | | | | | | | | | | Hired employees (Check the box and see line 13.) | | | | Created a trust (specify type) > | | | | | | | | | Compliance with IRS withholding regulations | | | | Created a pension plan (specify type) > | | | | | | | | | Other (specify) | | | | | | | | | | | 11 | | Date business started or acquired (month, day, year). See instructions. | | | 12 | Closing month of accounting year DECEMBER | | | | | | | | | 09/08/2020 | | | 14 | If you expect your employment tax liability to be \$1,000 or | | | | | | | | | 13 Highest number of employees expected in the next 12 months (enter -0- if none). | | | | less in a full calendar year and want to file Form 944 | | | | | | | | | If no employees expected, skip line 14. | | | | annually instead of Forms 941 quarterly, check here. | | | | | | | | | | | | | (Your employment tax liability generally will be \$1,000 | | | | | | | | | Agricultural<br>Household | Other | | | or less if you expect to pay \$4,000 or less in total wages.) | | | | | | | | | 0<br>0<br>. 0 | | | | If you do not check this box, you must file Form 941 for<br>every quarter. [] | | | | | | | | | 15 First date wages or annuities were paid (month, day, year). Note: If applicant is a withholding agent, enter date income will first be paid to | | | | | | | | | | | | | nonresident alien (month, day, year) | | | | | | | | | | | | | 16 Check one box that best describes the principal activity of your business. Heath care & scial assistance Wholesale-agent/broker | | | | | | NA | | | | | | | | | | | | | | | | | | | | Construction [] Rental & leasing ] Transportation & warehousing [] Accommodation & food service [] Wholesale-other [] Retail | | | | | | | | | | | | | Real estate [] Manufacturing ] Finance & insurance @ Other (specify) ▶ Investment Company | | | | | | | | | | | | | 17 Indicate principal line of merchandise sold, specific construction work done, produced, or services provided. | | | | | | | | | | | | Investment | | | | | | | | | | | | | | 18 Has the applicant entity shown on line 1 ever applied for and received an EIN? Yes No | | | | | | | | | | | | | If "Yes," write previous EIN here ▶ | | | | | | | | | | | | | Complete this section only if you want to authorize the named individual to receive the entity's EIN and answer question of this form. | | | | | | | | | | | Third | Designee's name | | | | | | Designee's telephone number (include area code) | | | | | | Party | Courtney L. Scanlon, Paralegal - c/o Hodgson Russ LLP | | | | | 716-848-1538 | | | | | | | Designee<br>Address and ZIP code | | | | | Designee's fax number (include area code) | | | | | | | | | | The Guaranty Bldg., 140 Pearl Street, Suite 100, Buffalo, NY 14202 | | | | | | 716-819-4746 | | | | | | Under penalties of perjury, I declare that I have examined this applieding, and to the best of my knowledge and belief, it is true, correct, and complete. | | | | | | | Applicant's telephone number (include area code) | | | | | Name and title (type or print clearly) > Daniel T. Podhaskie, President of Sole Member | | | | | | 917-941-9698 | | | | | | | Applicant's fax number (include area code) | | | | | | | | | | | | | | Signature ▶ | | | | Date ▶ | | | | | | | | | | For Privacy Act and Pagerwork Reduction Act Notice, see separate instructions. Cat No. 19755N. J. From SS-4 Rey 12-2017 | | | | | | | | | |

Form SS-4 (Rev. 12-2017)

#### Do I Need an EIN?

File Form SS-4 if the applicant entity does not already have an EIN but is required to show an EIN on any return, statement, or other document.1 See also the separate instructions for each line on Form SS-4.

| IF the applicant | AND | THEN | | | | |----------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------|--|--|--| | Started a new business | Does not currently have (nor expect to have)<br>employees | Complete lines 1, 2, 4a-8a, 8b-c (if applicable), 9a,<br>9b (if applicable), and 10-14 and 16-18. | | | | | Hired (or will hire) employees,<br>including household employees | Does not already have an EIN | Complete lines 1, 2, 4a-6, 7a-b (if applicable), 8a,<br>8b-c (if applicable), 9a, 9b (if applicable), 10-18. | | | | | Opened a bank account | Needs an EIN for banking purposes only | Complete lines 1-5b, 7a-b (if applicable), 8a, 8b-c<br>(if applicable), 9a, 9b (if applicable), 10, and 18. | | | | | Changed type of organization | Either the legal character of the organization or its<br>ownership changed (for example, you incorporate a<br>sole proprietorship or form a partnership)2 | Complete lines 1-18 (as applicable). | | | | | Purchased a going business3 | Does not already have an EIN | Complete lines 1-18 (as applicable). | | | | | Created a trust | The trust is other than a grantor trust or an IRA<br>trust4 | Complete lines 1-18 (as applicable). | | | | | Created a pension plan as a<br>plan administrator5 | Needs an EIN for reporting purposes | Complete lines 1, 3, 4a-5b, 9a, 10, and 18. | | | | | Is a foreign person needing an<br>EIN to comply with IRS<br>withholding regulations | Needs an EIN to complete a Form W-8 (other than<br>Form W-8ECI), avoid withholding on portfollo assets,<br>or claim tax treaty benefits6 | Complete lines 1-5b, 7a-b (SSN or ITIN optional),<br>8a, 8b-c (if applicable), 9a, 9b (if applicable), 10,<br>and 18. | | | | | Is administering an estate | Needs an EIN to report estate income on Form 1041 | Complete lines 1-6, 9a, 10-12, 13-17 (if applicable),<br>and 18. | | | | | Is a withholding agent for<br>taxes on non-wage income<br>paid to an alien (i.e.,<br>Individual, corporation, or<br>partnership, etc.) | Is an agent, broker, fiduciary, manager, tenant, or<br>spouse who is required to file Form 1042, Annual<br>Withholding Tax Return for U.S. Source Income of<br>Foreign Persons | Complete lines 1, 2, 3 (if applicable), 4a-5b, 7a-b (if<br>applicable), 8a, 8b-c (if applicable), 9a, 9b (if<br>applicable), 10, and 18. | | | | | Is a state or local agency | Serves as a tax reporting agent for public assistance<br>recipients under Rev. Proc. 80-4, 1980-1 C.B. 5817 | Complete lines 1, 2, 4a-5b, 9a, 10, and 18. | | | | | Is a single-member LLC (or<br>similar single-member entity) | Needs an EIN to file Form 8832, Classification<br>Election, for filing employment tax returns and | Complete lines 1-18 (as applicable). | | | | | | excise tax returns, or for state reporting purposes®, or<br>is a foreign-owned U.S. disregarded entity and needs<br>an EIN to file Form 5472, Information Return of a 25%<br>Foreign-Owned U.S. Corporation or a Foreign<br>Corporation Engaged in a U.S. Trade or Business<br>(Under Sections 6038A and 6038C of the Internal<br>Revenue Code) | | | | | | Is an S corporation | Needs an EIN to file Form 2553, Election by a Small<br>Biringso Crimaration | Complete lines 1-18 (as applicable). | | | |

1 For example, a sole proprietoship or sell-employed from the establishes a qualified relierment plan, or is required to file excise, employment, alcohol, tobaco, or fireams relums must has new mont in. EMC (etal estate mortgage inestment concluit, nonprofit organization (church, concerner church, concerner (church, chuch, church, chuch, cooperative must use an EIN for any tax-related purpose even if the entity does not have employees.

4 Howeve, do not appy bra new Ell it he extines and (b) elder on Forn 882 to hange the way its is tasked on to were by the were by the were by the were by the were but or ex month period. The EIN of the terminated partnership should continue to be Regulations section 301.6 (aplical and projection

3 Do not use the EIN of the prior business unless you became the "owner" of a corporation by acquiring its stock.

4 However, grantor trusting Optional Method 1 and PA trusts that are required to fle Form 90-T, Exempt Organization Business Income Tax Return, must have an EIN. For more information on grantor trusts, see the Instructions for Form 1041.

5 A plan administrator is the person or group of persons specified as the administrator by the instrument under which the plan is operated.

® Entities applying to be a Qualified Intermediary (QI) need a Ql-EIN even if they already have an EIN. See Rev. Proc. 2000-12.

7 See also Household employer on page 4 of the instructions. Note: State or local agencies may need an E.N for other reasons, for example, hired employees.

B See Disregarded entitles on page 4 of the instructions for details on completing Form SS-4 for an LLC.

9 An existing corporation that is electing or revoking S corporation status should use its previously-assigned EIN.