HomeMy WebLinkAboutCC - Affidavit of Legal Interest AFFIDAVIT OF LEGAL INTEREST
STATE OF IDAHO )
COUNTY OF ADA )
Joseph D . Huarte , acting solely in my capacity as Investment Trustee and General Partner of the LJH GT Trust,
created under the LJH GT Trust Agreement dated July 2 , 2019 , acting as the General Partner of
I, Lynx Investments , LLLP , an Idaho limited liability company
(name) (address)
Address : 198 N . Al Fresco Place , Boise , Idaho 83712-7545
(city) (state)
being first duly sworn upon, oath, depose and say:
1 . That I am the record owner of the property described on the attached, and I grant my
permission to:
(name) (address)
to submit the accompanying application(s) pertaining to that property.
2 . I agree to indemnify, defend and hold the City of Meridian and its employees harmless
from any claim or liability resulting from any dispute as to the statements contained
herein or as to the ownership of the property which is the subject of the application.
3 . I hereby grant permission to City of Meridian staff to enter the subject property for the
purpose of site inspections related to processing said application(s) .
Dated-this day of /�164 t' Ef , 20 2 2-
/ K
Joseph D . Hua ignature)
SUBSCRIBED AND SWORN to before me the day and year first above written.
(Notary Public for Idaho)
LLL
XARA TODD Residing at: 13 e .
COMMISSION NO, 20216029
NOTARY PUBLIC L
STATE OF IDAHO My Commission Expires : 17 ' ( ; L22
33 E. Broadway Avenue, Suite 102 • Meridian, Idaho 83642
Phone: (208) 887-2211 • Facsimile: (208) 887- 1297 Website: www.meridiancity.org
Gratuitous Assignment of General Partnership Interest
Laurie J. Huarte("Assignor"),hereby gratuitously assigns and conveys all of her right,title
and interest in a one and one-half percent(1.5%)General Partnership Interest in Lynx Investments,
LLLP, an Idaho limited liability limited partnership (formerly known as Lynx Investments, L.P.,
a California limited partnership) ("Partnership"), to Joseph D. Huarte, as Investment Trustee of
the LJH GT Trust, created under the LJH GT Trust Agreement dated July 2, 2019 ("Assignee").
This assignment is permitted pursuant to Section 10.01 of the Limited Liability Limited
Partnership Agreement of Lynx Investments, LLLP, with an effective date of July 1, 2018
("Partnership Agreement"), because Assignee is a"Permitted Transferee" as defined in Appendix
A of the Partnership Agreement.
This Gratuitous Assignment of General Partnership Interest shall be binding upon, and
shall inure to the benefit of the heirs, successors, assigns, agents and representatives of Assignor
and Assignee.
This Assignment is made pursuant to that certain Contribution Agreement of even date
herewith.
The foregoing General Partnership Interest is conveyed to Assignee as separate property,
and all income, gains, and appreciation of the General Partnership Interest shall be the separate
property of Assignee and Assignee's beneficiaries, distributees, and assigns.
Pursuant to Section 3.02 of the Partnership Agreement, Assignor admits Assignee as a
General Partner with respect to the General Partnership Interest in the Partnership assigned
hereunder.
DATED to be effective as of the-:�O Tay Qf December, 2019.
Laurie J. Hua
"Assignor"
Gratuitous Assignment of General Partnership Interest,Acceptance and Consent Page 1
Acceptance of Assignment and Consent to Adhere to
Partnership Agreement
The undersigned, Assignee, hereby accepts the foregoing assignment and conveyance of
the foregoing General Partnership Interest of the Partnership,transferred pursuant to the foregoing
Gratuitous Assignment of General Partnership Interest, and pursuant to Section 11.01(d) and
Section 3.02 of the Partnership Agreement does hereby agree to assume all of the obligations and
undertakings of the above-stated Assignor and to be subject to the provisions of the Partnership
Agreement with respect to the partnership interests transferred pursuant to the foregoing
Gratuitous Assignment of General Partnership Interests.
DATED to be effective as of the30 day of December, 2019.
LJH GT Trust, created under the LJH GT Trust
Agreement dated July 2, 2019
By: , -t-
.
Joseph - Hu Le, Investment Trustee
"Assignee"
Gratuitous Assignment of General Partnership Interest, Acceptance and Consent Page 2
Consent and Confirmation as General Partner
The undersigned, as the General Partners of the Partnership, pursuant to Section 3.02 of
the Partnership Agreement, hereby consent to the foregoing Gratuitous Assignment of General
Partnership Interest,and pursuant to Section 3.02(a)of the Partnership Agreement,hereby confirm
Assignor is a General Partner of the Partnership with respect to such General Parntership Interest.
DATED to be effective of as of the JO d y of December, 2019.
Joseph V. Hua
Laurie J. Huarte
"General Partners"
Gratuitous Assignment of General Partnership Interest, Acceptance and Consent Page 3
Certification of Trust
I,Joseph D. Huarte, as Investment Trustee of the LJH GT Trust(the"Trust"),created under
the LJH GT Trust Agreement dated July 2, 2019 (the "Trust Agreement"), do hereby certify the
following:
1. The Trust exists and was created on July 2, 2019, and is governed by the Trust
Agreement;
2. The Trust is administered under the laws of the State of South Dakota;
3. Laurie J. Huarte is the Settlor of the Trust;
4. 1 am the only currently acting Investment Trustee of the Trust;
5. North Point Trust Company, L.L.C., a South Dakota limited liability company, is
the only currently acting trustee of the Trust;
6. Pursuant to the provisions of Section A of Article XIX of the Trust Agreement,the
provisions of which are attached hereto as Exhibit "A" (along with other true and correct copies
of excerpts from the Trust Agreement), the Investment Trustee's powers include (i) those
authorized by the South Dakota Trustees' Powers Act as currently codified in Section 55-1A-1 et
seq. of the South Dakota Codified Laws, (ii) those enumerated in Article XIX of the Trust
Agreement, (iii) those powers now conferred or hereafter conferred by applicable law, including
but not limited to Section 55-1B-10 of the South Dakota Codified Laws, and (iv) those powers
enumerated in Article VIII of the Trust Agreement;
7. The Trust is irrevocable;
8. The identifying number of the Trust is the Settlor's social security number;
9. Any property transferred to the Trust should be titled in the name of the LJH GT
Trust; and
10. As of the date of this Certification of Trust, the Trust has not been revoked or
amended to make any representations contained in this Certification of Trust incorrect, and the
signature below is that of the only currently acting trustee.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Certification of Trust Page I
IN WITNESS WHEREOF, I, Joseph D. Huarte, on this 31" day of December, 2019,
hereby affirm that the foregoing statements are true, accurate and complete to the best of my
knowledge and belief.
Joseph . Huai, Investment Trustee
STATE OF IDAHO )
SS.
COUNTY OF ADA )
On this 31 S` day of December, 2019, before me, a Notary Public for the State of Idaho,
personally appeared Joseph D. Huarte, known to me to be the person named in the foregoing, and
acknowledged to me that he executed the same as his free act and deed, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the
day and year in the certificate first written above.
TYLER RICE No Wry Signature
NOTARY PUBLIC-STATE OF IDAHO
COMMISSION NUMBER 62833
v`My COMMISSION EXPIRES 12-3i7-2025
Certification of Trust Page 2
Exhibit "A"
LJH GT Trust Agreement
This Agreement is made as of 7 ,2019, by and between Laurie J. Huarte, as
Settlor and North Point Trust Company,LLC,a South Dakota limited liability company("North
Point"),as trustee("trustee").
I,Laurie J. Huarte,as Settlor,hereby transfer to the trustee the property described in the
attached Schedule A,which shall constitute the initial principal of the"LJH GT Trust"(hereinafter
sometimes referred to as the"GT Trust").
L/tl GT Trust agreement Page t
Certification of Trust—Exhibit "A" Page 3
ARTICLE VIII
INvrSTMENT TRUSTEES
A. Initial Investment Trustee. Joe shall assume office as the initial Investment Trustee
of each trust hereunder. Subject to a plan of Investment Trustees created by me or Greg, if Joe
ceases to act as Investment Trustee,Erin shall assume the role as successor Investment Trustee.
LJN GT Trust Agreement Page 14
Certification of Trust—Exhibit "A" Page 4
B. Powers oflnvestment Trustee;Relief of Trustee Obligations.
I. The Investment Trustee shall have sole responsibility and authority,and the
trustee shall have no responsibility or authority, for managing the investments of the trust,
including the power to purchase,sell and retain all of the trust property,and the power to exercise
all voting,subscription,conversion,option and similar rights with respect to such property and to
participate in or consent to any voting trust, reorganization,merger, dissolution or other action
affecting any such property. The Investment Trustee of a trust may take any action in furtherance
of his or her responsibilities pursuant to this Section,and the trustee is under no duty to review or
make recommendations with respect thereto but is required to follow the directions of the
Investment Trustee within the mandate of rights and powers given to the Investment Trustee. In
furtherance of the foregoing, the Investment Trustee may give investment directions and sign
checks,agreements or other documents on behalf of the trust and such direction or signature shall
bind the trust in the same manner as though said direction,check,agreement or other document
had been given or signed by the trustees, and no person or entity dealing with the Investment
Trustee shall be obliged to inquire as to the trustee's acquiescence to such action. The Investment
Trustee shall be considered an"investment trust advisor" within the meaning of South Dakota
Codified Laws§55-1B-1(6)or any successor statute. Subject to the provisions of this Agreement,
the Investment Trustee shall have all of the powers and discretion of an investment trust advisor
under South Dakota Codified Laws § 55-1B-10 or any successor statute. With regard to trust
assets over which the Investment Trustee has investment responsibility,the Investment Trustee
shall have the duty(a)to provide the trustee with the information necessary to enable the trustee
to ascertain the value of trust assets,upon request by the trustee,(b)to manage or participate in
the management of any entity owned by such trust, to the extent such entity's governing
instruments or applicable law require the owners to manage the same,(c)to direct the trustee with
respect to making any representation, warranty or covenant required to be made in order to
maintain any investment, (d)to direct and instruct the trustee on the future actions,if any, to be
taken with respect to such representations,warranties and covenants,and (e)to direct the trustee
to sign agreements and any other documentation required in connection with any trust investment.
During any time that no Investment Trustee is serving with respect to a trust, all of the
responsibilities,authorities,rights and powers conferred upon the Investment Trustee pursuant to
this Section shall be held by the trustee of such trust. Notwithstanding the foregoing, the
Investment Trustee shall have no rights or powers with respect to any(i)life insurance owned by
the trust of which the Investment Trustee is the insured or(ii)property with respect to which the
Investment Trustee is prohibited from taking action under other provisions of this Agreement,and
all of the rights and powers conferred upon the Investment Trustee pursuant to this Section with
respect to such life insurance and such property shall be held by the trustee.
2. During any time an Investment Trustee is serving with respect to a trust,the
trustee shall have no responsibility for the investment of the trust property other than any(i)life
insurance owned by the trust of which the Investment Trustee is the insured and(ii)property with
respect to which the Investment Trustee is prohibited from taking action under other provisions of
this Agreement. No trustee need inquire into the Investment Trustee's performance of its duties,
LJH GT Trust Agreement Page 15
Certification of Trust—Exhibit "A" Page 5
but the Investment Trustee shall keep the trustee informed of the Investment Trustee's actions.
Specifically, no trustee shall be responsible for any review or oversight of any Investment
Trustee's investment policies,advice or decisions,notwithstanding the fact that the trustee may
receive reports from and communicate with the Investment Trustee regarding the trust assets in
connection with the performance of its duties as trustee. The trustee shall not be liable for any act
or failure to act by the Investment Trustee, and is hereby exonerated from any liability in
connection with any action taken by or upon the direction of the Investment Trustee. No trustee
shall be held liable for any loss to any trust hereunder caused by the actions of the Investment
Trustee.
3. The Investment Trustee shall act in a fiduciary capacity and possess all of
the duties, powers, immunities and liabilities that would otherwise be possessed by the trustee
pursuant to this Agreement and applicable law as they relate to the responsibilities of the
Investment Trustee as set forth in this Section,but except as may be specifically provided herein
or the context requires to effectuate the foregoing,all references in this Agreement to the"trustee"
or"trustees"shall not include the Investment Trustee.
4. To the extent a fiduciary follows the directions of the Investment Trustee,
such fiduciary shall be deemed to be an"excluded fiduciary"within the meaning of South Dakota
Codified Laws§ 55-1B-1(5),and shall be entitled to all of the protections afforded under South
Dakota Codified Laws Chapter 55-1 B in addition to those protections provided to such fiduciary
pursuant to this Agreement.
5. Notwithstanding the foregoing,any transaction between the person serving
as Investment Trustee and the trust that would otherwise require the action or approval of the
Investment Trustee must be approved by the trustee of the trust.
t.JH C77rust Agreement Page 16
Certification of Trust—Exhibit "A" Page 6
ARTICLE XIX
POWERS,RIGHTS AND DUTIES OF TRUSTEES AND OTHER FIDUCIARIES
A. General Trustee Powers. All trustee powers now or hereafter conferred in this
Agreement or by applicable law are exercisable by the trustee unless otherwise conferred upon the
Investment Trustee or the Trust Protector or otherwise limited or restricted herein. In addition to
the powers now or hereafter conferred by applicable law,including but not limited to those powers
authorized by the South Dakota Trustees' Powers Act (South Dakota Codified Laws
Section 55-IA-1 et seq.),as now in effect and as may hereafter be amended (such powers being
incorporated herein by this reference),the trustee of each trust hereunder may:
1. make payments or distributions(including the satisfaction of any pecuniary
legacy) of income or principal in kind or in money, or partly in each, in shares of differing
composition, without regard to the income tax basis of specific property allocated to any
beneficiary(including any trust);
2. hold,manage,insure,coinsure,reinsure,improve,repair,access and control
all trust property,real or personal,including digital assets;
3. sell for cash or credit, or on installments, at public or private sale, grant
options to purchase, and convey or exchange any and all of the trust property for such price,
including property of equivalent value(whether of like kind or similar use),and upon such terms,
as the trustee determines;
LJH GT Trust Agreement Page 40
Certification of Trust—Exhibit A" Page 7
4. lease or license the use of any tangible or intangible personal property at
any time forming a part of the trust property upon such temrs as the trustee determines;
5. borrow money from any source(including from such trustee or any other
fiduciary hereunder), extend or renew any existing indebtedness; mortgage or pledge all or any
part of the trust property; guarantee payment of any loan from any entity; and pledge or
hypothecate all or any part of the trust property as collateral for any loan, indebtedness or
guarantee;
6. release,assign,settle,compromise,contest,participate in mediation,agree
to arbitrate and be bound thereby,extend the time for payment of,or abandon,claims or demands
in favor of or against the trust property or any part thereof;
7. sell, convey, exchange, release, mortgage, encumber, lease, partition,
improve,manage,protect and subdivide any real estate interests or parts thereof;dedicate roads or
other portions of the property for public use, adjust boundary lines, vacate any subdivisions or
parts thereto,grant options to purchase;lease such property,or any part thereof from time to time
in possession or reversion,by leases to commence currently or in the future,and upon any terms
and for any period or periods of time including a period beyond the term of the trust(including,if
permissible under applicable law,beyond the term of the rule against perpetuities);renew or extend
leases, amend, change or modify the terms and provisions of any lease, and consent to the
assignment of leases,contract to make leases and grant options to lease and options to renew leases
and options to purchase the whole or any part of any reversion;grant easements or charges of any
kind; release,convey or assign any right,title or interest in or about an easement appurtenant to
such property or any part thereof;construct and reconstruct,remodel,alter,repair,add to or take
from buildings on such premises;purchase or hold real estate, improved or unimproved, or any
reversion in real estate subject to lease;direct the trustee of any land trust of which the trust is a
beneficiary to convey title to the real estate subject to such land trust,execute and deliver deeds,
mortgages,notes,and any and all documents pertaining to the property subject to such land trust
and in all matters regarding such trust and/or execute assignments of all or any part of the beneficial
interest in such land trust;
8. abandon any trust property that the trustee deems to be worthless or not of
sufficient value to warrant keeping or protecting;abstain from the payment of taxes,water,rents,
assessments,repairs,maintenance and upkeep of any such property;permit any such property to
be lost by tax sale or other proceedings, or convey any such property for nominal or no
consideration;permit the expiration of any renewal,sale,exchange or purchase option with respect
to any property or lease thereof;
9. invest in,purchase,retain or sell any type of property(regardless of whether
a security is listed on any stock exchange or other public market, registered with any securities
commissions or similar bodies or subject to contractual, legal or other restrictions, including
"investment letter" restrictions), including (without limitation) common stock, other stocks,
LJH GT T rust Agreemen! Page 41
Certification of Trust—Exhibit "A" Page 8
interests in any closely-held business, stock options or warrants, interests in limited liability
companies,interests in any type of partnership(including but not limited to general partnerships,
limited partnerships, limited liability partnerships, and limited liability limited partnerships),
bonds, notes, debentures, mortgages, preferred stocks, puts or calls, voting trust certificates,
options,derivative instruments,beneficial interests in land trusts,interests in common trust funds,
mutual funds(including mutual funds managed or advised by a fiduciary hereunder),"open-end"
or"closed-end"investment funds or trusts,hedge funds,private equity funds(of any type),real
estate investment trusts, savings and loan or building and loan associations, commodities,
commodity pools,commodity options,commodity partnerships,swaps,caps and collars and any
and all derivations thereof,managed futures,managed stock accounts,foreign exchange,or other
property or undivided interests in property, real or personal, foreign or domestic, tangible or
intangible;
10. purchase securities on margin and engage in short sales, sales against the
box and other investment strategies,whether covered or uncovered;
1.1, purchase or otherwise acquire,for cash,credit or installments,form,create,
organize,invest in,reinvest in,retain or continue for an indefinite term,any"Business Entity"(as
hereinafter defined) located within or without the United States, regardless of the form of
participation or ownership and even though it may be closely or privately held or may constitute
all or a large portion of the trust property of a trust;have and exercise all the powers necessary and
incidental to ownership in such Business Entity,including authorizing or voting to authorize the
making of charitable contributions by such Business Entity; participate in the conduct of such
Business Entity or rely upon others to do so,and take or delegate to others discretionary power to
take any action with respect to its management and affairs that a person could take as owner of
such Business Entity, including the voting of stock, and the determination of all questions of
policy; take possession of the assets of such Business Entity and exercise complete control and
management of such Business Entity, and in connection therewith, enter into and perform
contracts, commitments, orders, and engagements; incur expenses and debts in connection with
the conduct and operation of such Business Entity,and pay and discharge such expenses and debts;
join in and execute operating agreements, partnership agreements and amendments thereto;
participate in any incorporation, reorganization, merger, consolidation, recapitalization,
liquidation or dissolution of such Business Entity or any change in its nature and retain and
continue such changed or successor Business Entity;invest additional capital in,subscribe to or
buy additional stock or securities of or make or guarantee new or increased secured,unsecured or
subordinated loans to any Business Entity with trust funds;rely upon the reports of certified public
accountants, appraisers, consultants and other professional advisors, without independent
investigation and without obligation to file any report with any court in any jurisdiction; elect,
employ and compensate directors,officers,employees or agents of any Business Entity,who may
include the trustee or a director, officer or agent of the trustee; show in summary form in the
trustee's accountings, if any, only the financial position of a Business Entity and not include in
detail all the business transactions; deal with and act for such Business Entity in any capacity,
including any banking or trust capacity and the loaning of money out of a trustee's own funds,and
LIH GT Trust Agreement 'age 42
Certification of Trust—Exhibit "A" Page 9
be compensated therefor;sell,pledge or liquidate any interest in such Business Entity;provided,
however,that notwithstanding the provisions of this subsection,the trustee shall not purchase or
otherwise acquire, form, create, organize, invest or reinvest in any Business Entity that is not
publicly traded on an established securities exchange or an open-end regulated investment
company if the trustee is employed by such Business Entity or if the trustee(or the trustee's family)
directly or indirectly owns an interest in such Business Entity,unless(i)the trustee is a descendant
of my grandparents or a spouse of such a descendant; (ii) the beneficiary, a descendant of the
beneficiary's grandparents,a descendant of my grandparents or a spouse of any of such persons is
employed by or owns (directly or indirectly) an interest in such Business Entity; or (iii) the
beneficiary consents to such action in a written instrument filed with the trust records;provided,
further,that the trustee may continue to hold interests in any Business Entity held by the trust at
the time the trustee began serving as such;
12, invest and reinvest the trust property wholly or partially in any interests in
oil,gas or other mineral resources received from any source,such investments to be made either
directly or through entities intended to protect the trust property;retain any interests in oil,gas or
other mineral resources; execute as to those interests any agreements, assignments, contracts,
deeds, grants, leases for any term (even though the tern may extend beyond the termination of
such trust) and any other instruments or documents; manage, control, operate, explore, mine,
develop or take any action for the production,recovery,sale,treatment,storage or transportation
of any interest in oil,gas or other mineral resources;drill,rework or recomplete wells of any type;
conduct or participate in secondary recovery operations; enter into agreements for pooling or
unitization;install,operate or participate in the operation of any plant,mine or other facilities;and
interests in oil,gas and other mineral resources may be retained and acquired without liability for
any loss and without application to any court;
11 acquire or retain any farm,ranch or forest property;engage in farm,ranch
and forestry operations and the production, harvesting and marketing of farm, ranch and forest
products, including livestock breeding and feeding and poultry and dairy farming, either by
operating directly with hired labor, by retaining farm managers or management agencies, by
renting on shares or for cash,by entering into logging contracts or selling standing timber,or in
any other manner; enter into farm programs; purchase or rent faun,ranch and forest machinery
and equipment,livestock or other animals,poultry,seed and feed;improve faun,ranch and forest
property and repair,improve and construct farm buildings, fences and drainage facilities;and in
general to do all things customary or desirable in farm,ranch and forest operations;
14. determine whether and to what extent receipts and expenditures should be
allocated to or charged against income or principal; and except as may be otherwise provided
herein,the trustee is not required to adhere to the provisions of the applicable Principal and Income
Act(but in no event shall any such allocation fundamentally depart from state law); provided,
however,that these powers may not be exercised in a manner that would deprive my spouse, as
the beneficiary of the Marital Trust, of the same degree of beneficial enjoyment to which a life
beneficiary would be entitled under applicable principles of trust law;provided further,that any
LJH GT Trust Agreentenl Page 43
Certification of Trust—Exhibit "A" Page 10
proceeds received by the trustee from any"Qualified Retirement Plan" (as hereinafter defined)
shall constitute principal, except to the extent of income earned on such proceeds after the plan
participant's death which shall constitute income;establish out of income and credit to principal
reasonable reserves for the depreciation or depletion of tangible personal properties; amortize
premiums paid on the purchase of securities or other property;provided,however,that any capital
gain dividends from investments in mutual funds,common trust funds or real estate investment
trusts shall be deemed to constitute principal;
15. employ and pay reasonable compensation to such agents,brokers,advisors,
trustees, custodians, depositaries, title holders, escrowees, accountants, attorneys, investment
counsel,appraisers,insurers,administrative assistants and others(who may be the trustee in such
other capacity or any firm or corporation with which the trustee is associated), and execute any
general or limited direction or power of attorney for any such employment or agency relationship;
and such expenses shall not be charged against the compensation of the trustee;
16. vote, or refrain from voting, any corporate stock, equity or any other
ownership interest in any corporation or other entity, either in person or by general or limited
proxy,for any purpose,including(without limitation),the election of any trustee or beneficiary as
a director of any such entity; exercise or sell any conversion privilege, warrant, option or
subscription right with respect to any security;consent to take any action in connection with,and
receive and retain any securities resulting from, any reorganization, consolidation, merger,
readjustment of the financial structure, sale, lease or other disposition of the assets of any
corporation or other entity,the securities of which may at any time form a part of the trust property;
deposit any securities with or under the direction of a committee formed to protect such securities
and consent to or participate in any action taken or recommended by such committee; pay all
assessments,subscriptions and other sums of money that may seem expedient for the protection
of the interest of the trust as the holder of such stocks, bonds or other securities; enter into an
agreement making the trust liable for a pro rata share of the liabilities of any corporation or other
entity that is being dissolved and in which stock or other ownership interest is held,when,in the
opinion of the trustee, such action is necessary or otherwise advisable to the plan of liquidation
and dissolution of any such corporation or other entity;join in and vote for participation in or
modification or cancellation of any restrictive purchase or retirement agreement relating to any
partnership interest,corporate stock or any other interest in any type of entity held as a part of the
trust property;join in the formation, amendment, extension or cancellation of any voting trust,
voting agreement or any type of shareholder agreement;
17. cause any securities or other trust property to be issued,held or registered
in any trustee's individual name,or in the name of a nominee,with or without disclosure of any
fiduciary capacity,or in a form such that title will pass by delivery;
18. deal in every way and without limitation or restriction with the personal
representative,trustee,or other representatives of any trust or estate in which the beneficiary has
any existing or future interest(even though the trustee may be acting in such other capacity),and
LJH GT Trial Agreement Page 44
Certification of Trust—Exhibit `A" Page I
such transactions may include,without limitation,the purchase or sale at fair market value,or the
loan(for any period,but only upon adequate security and interest)of any part of the trust property
from or to such other estate or trust;
19. open margin accounts,discretionary accounts or any other type of account
with brokerage firms,banks or others,and invest the trust property in,and conduct,maintain and
operate,these accounts for the purchase,sale and exchange of stocks,bonds and other securities,
and in connection therewith,borrow money,obtain guarantees,and engage in all other activities
necessary or incidental to conducting,maintaining and operating these accounts;
20. open and maintain one or more savings accounts or checking accounts and
rent safe-deposit boxes or vaults, wherever located, within or without the United States, even if
the bank or trust company at which the safe-deposit box or vault is located is acting as trustee of
such trust; deposit to the credit of such account or accounts all or any part of the trust property,
irrespective of whether such property may earn interest;add to or remove some or all of the items
placed in any safe-deposit box or vault;withdraw a portion or all of such funds so deposited by
check or other instrument signed by the trustee,or by such other person or persons as the trustee
may authorize, and any such bank, company or association may allow such person or persons
access to such safe-deposit box or vault and to pay such check or other instrument and also to
receive the same for deposit to the credit of any holder thereof when so signed and properly
endorsed,without inquiry of any kind;and access when so allowed,and payments when so made
by such bank,company or association,shall not be subject to objection by any person concerned
or interested in any way in the trust;
21, register or qualify any securities under the Securities Act of 1933, as
amended,or any similar or applicable federal law,and register or qualify any such securities under
any state securities law; enter into such agreements with underwriters and the corporation that
issued any such securities as the trustee deems proper;make such representations and warranties,
assume such obligations, and engage in such undertakings of indemnity and make such other
arrangements concerning undertakings of indemnity, including the purchase of any insurance
policies,as the trustee deems proper;create escrows,enter into custody agreements,and execute
powers of attorney and any other instruments delegating authority and discretion to others;and do
any and all other acts and things that the trustee deems necessary or advisable for the purpose of
the sale,exchange,transfer,or other disposition of any securities;
22, retain,sell(in a public or private sale),hypothecate or otherwise dispose of
any paintings,drawings,prints,pictures,photographs,statues,porcelain,silver,books,furniture
and furnishings, and other art objects, antiques or collectibles received by the trustee; pay any
storage charges, insurance premiums and costs of maintenance and preservation in connection
therewith; and lend any such art objects, antiques or collectibles to any beneficiary or any
organization,or exhibit them for or without rent or other consideration,on such terms as the trustee
deems advisable;
LJJ!GT Trust Agrewnent Page 45
Certification of Trust—Exhibit "A" Page 12
23. lend the principal or income of the trust property to the beneficiary thereof,
with or without interest or security;and make loans to such other persons(other than me except as
provided in the Article titled"Grantor Trust Provisions"),Business Entities,trusts or estates,upon
such terms, with such rates of interest and with such security as the trustee deems adequate to
protect the trust;
24. allocate different kinds or disproportionate shares of trust property or
undivided interests in trust property among beneficiaries of separate trusts and determine the value
thereof, except as otherwise provided herein, make joint investments with other trusts and hold
such joint investments as a common fund for purposes of administration,dividing the net income
therefrom in the same proportions as the respective interests of such trusts;
25. to the extent permitted by and subject to the conditions of applicable law,at
any time and from time to time,and subject to revocation at any time,delegate any of the trustee's
authorities, discretions and powers to any persons and/or entities, such delegation and all
revocations thereof to be evidenced by a written instrument delivered to the persons or entities to
whom the delegation is made and filed with the trust records;
26. purchase,maintain and sell insurance or endowment policies,annuities or
variable annuities of any kind on the life of any person and exercise all the rights,options,benefits
and other incidents of ownership with respect to such policies and annuities, and pay premiums
for the purchase or maintenance of any such policy or annuity out of trust property; take such
action,including the commencement of legal proceedings,to collect those proceeds of any such
policy or annuity; provided, however, that no issuer of such a policy or annuity shall have any
obligation to inquire into the terms of this Agreement or to see to the application of the proceeds
and the benefits of such a policy or annuity;and,provided,further,that a receipt duly executed by
the trustee and delivered to any such issuer shall be effective to release the issuer from any liability
in connection with such policy or annuity;provided,further,that the trustee shall have no duty to
maximize the earnings of the trust property by borrowing the cash value of any life insurance
policy; provided, further, that except as otherwise expressly provided in this Agreement, the
income of the trust may not be used during my lifetime to pay premiums on policies of insurance
on the life of me or my spouse;
27. amend this Agreement to eliminate in whole or in part a current or future
beneficiary's power to appoint property of a trust(other than a Marital Trust)to himself or herself,
his or her creditors,his or her estate,or his or her estate's creditors,or to impose such terms and
conditions on the exercise of such power as the trustee determines in the trustee's discretion, by
means of an instrument written by the trustee and delivered to the beneficiary of such trust;
provided,however,that the trustee shall have no duty to determine whether to exercise this power
unless the beneficiary,by a written instrument delivered to the trustee,requests that the trustee do
so;and provided further,that neither I nor any beneficiary-trustee of a trust shall have any vote or
otherwise participate in any decision to exercise the powers granted hereunder with respect to such
trust;
LJH GT Trust Agreeurent Page 46
Certification of Trust—Exhibit "A" Page 13
28. divide the trust property equally or unequally into two or more separate
shares or trusts for any purpose,each of which shall be administered and disposed of as a separate
trust having terms identical to those of the trust from which it is created, and allocate different
kinds or proportionate or disproportionate shares of property or undivided interests in property
between the shares or trusts;
29. invest in,purchase,retain,lease(or guaranty payment of a lease for)one or
more residences (and related furniture, furnishings and other articles of household use and
ornament) and permit any person having any interest in such trust, and the guardian or the
conservator of the person of such beneficiary or any adult designated by such guardian or
conservator, and the family of such beneficiary, guardian, conservator or adult, to use such
residences and furnishings fonning part of such trust, upon such terms as the trustee deems
advisable,with or without rent or in consideration of the payment of taxes,insurance,maintenance
and ordinary repairs,or otherwise;provided,however,that with respect to any trust that qualities
or is elected to qualify for the marital deduction,the trustee may permit only the current beneficiary
of such trust to use such residence for less than fair market value; provided, further, that
notwithstanding the provisions of this subsection,the trustee,in the trustee's discretion,may sell
or otherwise dispose of any such residence and furnishings, and reinvest all or any part of the
proceeds in other residences and furnishings;
30. manage and invest in solido any trust or trusts created by me which have
identical terms and an identical beneficiary or beneficiaries;
31. invest trust property in,and sell or otherwise dispose of,remainder interests,
income interests, life estates, annuity interests and other terminable, term or future interests or
similar types of limited interests in property;and make joint purchases and sales of any property
or interests therein with any entity or person. In connection with transactions described in this
subsection,the trustee may, but need not,rely upon appraisals or representations of value as the
trustee in the trustee's discretion may deem appropriate,including,without limitation,appraisals
rendered by professional appraisers,actuaries,accountants or opinions of counsel;
32. acquire or lease assets for the benefit of or use by a beneficiary irrespective
of any risk,nonproductiveness,or lack of diversification;
33, make or refrain from making any tax election;
34. add to or otherwise change the name of any trust for purposes of
identification;
35. prior to or simultaneously with the completion of the funding of a trust(a
"New Trust")to be created upon the termination of another trust hereunder,make distributions of
income or principal from the terminating trust directly to or for the benefit of any beneficiary of
the New Trust,as if the trustee were the trustee of such New Trust;and
LJH GT 7'rasl;lgreemenl Page 47
Certification of Trust—Exhibit "A" Page 14
36. make any payment,receive any money,take any action and make,execute,
deliver and receive any contract, deed, instrument or document, that the trustee may deem
necessary or advisable to exercise any of the trustee's powers or to carry out any provisions
contained herein;and in addition to the powers enumerated hereinabove,do all other acts that in
the judgment of the trustee are necessary or desirable for the proper administration of the trust.
B. Absolute Discretion of Trustee. I intend to give the trustee the broadest possible
powers to act hereunder, including rights,powers and privileges that an absolute owner of such
property would have,subject to the trustee's fiduciary obligations and the terns and limitations of
this Agreement. Accordingly, subject to the foregoing,the trustee shall have sole and absolute
discretion regarding the exercise of the trustee's powers(within the mandate of the powers given
to the trustee),and such exercise shall be final and conclusive upon all persons interested in the
trust.
C. Waiver of Statutory Notice to Qualified Beneficiaries. The notice provisions set
forth in South Dakota Codified Laws Section 55-2-13 or any successor or similar statute are hereby
waived unless a "qualified beneficiary" (as defined in such statute) requests a copy of this
Agreement or as otherwise may be required by state law or court order.
D. Duty oflmpartiality. The trustee shall at all times administer the trust in a manner
that is impartial with respect to the beneficiaries,consistent with the priorities and purposes of the
trust and the nature and terms of the beneficiaries' interests.
E. Conflict With Applicable Laty. To the extent permissible, if there is a conflict
between applicable law and this Agreement,the terms of this Agreement shall control.
F. Payments and Distribulions to Certain Beneficiaries.
1. Facility of'Paynzents. Notwithstanding any provision of this Agreement,
where the trustee is authorized to make payments to a beneficiary, the trustee may make such
payments by applying such amounts directly for the benefit of the beneficiary without the
intervention of a guardian or similar fiduciary,and in the case of minor beneficiaries,may make
payments to a custodian under an applicable Uniform Transfers to Minors Act or similar law in
any jurisdiction and to any guardian of the person of a minor beneficiary to help defray the costs
of housing and other expenses incurred by such guardian for the direct or indirect benefit of the
minor beneficiary. If no custodian for the beneficiary is then serving under an applicable Uniform
Transfers to Minors Act or similar law,the trustee may select a person to act as such custodian.
2. Retention for Persons Under Age Twenty-One. The trustee may deal with
property that vests in a person who has not attained twenty-one(21)years of age as follows:
a. retain all or part of the property and manage the retained property
for the person's benefit until the person attains twenty-one(2 1)years of age,and during such time
LJH GT Tnist Agreenient Paige 48
Certification of Trust—Exhibit "A" Page 15
apply the property as the trustee sees fit from time to time for the person's welfare, adding to
principal any income not so applied and distributing the property to the estate of the person if the
person dies before receiving the property in full;or
b. turn over all or part of the property, either initially or at any time
after having chosen to manage the property for the person's benefit, to a custodian under an
applicable Uniform Transfers to Minors Act or similar law in any jurisdiction,to either parent of
the person or to a person with whom the person resides on behalf of the person,or to the person
directly,without judicial authorization,without bond and without the intervention of any parent or
guardian of the person's property,and the trustee shall not be responsible for the disposition of the
property after it is so transferred.
All powers conferred on the trustee shall be exercisable in respect of property retained and
managed for the benefit of a person under this Section,and the trustee shall be entitled to the same
compensation for retaining and managing the property to which such trustee would be entitled if
such trustee held the property as trustee.
G. Accountings. Except as otherwise required by law or upon the written request of a
beneficiary,the trustee may, but has no duty to,render periodic accounts(whether interim,final
or otherwise)of a trust to a beneficiary or to any court;provided,however,that a beneficiary may
not call upon a trustee to account more frequently than annually; provided further, that a
beneficiary whose only interest hereunder is to a general legacy or specific bequest upon my death
shall only be entitled to an accounting that is sufficient to protect such interest. A beneficiary may
grant a trustee a full and complete release from any and all liability to the beneficiary attributable
to any act by or omission of the trustee and may approve any accounting of the trust. Any such
release or approval by all of the adult current beneficiaries of a trust shall be binding and conclusive
upon all current and future beneficiaries and remaindermen (including minor and then unborn
beneficiaries and remaindermen)who may then have or thereafter acquire an interest in such trust.
Failure by the beneficiary to disapprove of any accounting provided to such beneficiary within one
hundred eighty(180)days of the mailing of such accounting by a written statement provided to
the trustee shall be deemed approval of such accounting. The trustee may, in the trustee's
discretion, render an account for any period to any one or more of the current beneficiaries or
remaindermen,or may seek judicial settlement of such account. All expenses of the preparation
and of the judicial or non-judicial settlement of a trustee's account shall be borne by the trust.
H. Multiple Trusts. Where there are two or more trusts held for the benefit of the same
beneficiary, in determining whether to make discretionary payments of trust property to the
beneficiary from such trusts,the trustee shall consider the tax attributes of such trusts and the tax
consequences of any such payments and may make disproportionate payments to the beneficiary
from such trusts.
I. Trustee Compensation and Expenses. A trustee shall be entitled to compensation
as may be provided in a written agreement between the trustee and the person by whom such
LJtf GT Trust Agreement Page 49
Certification of Trust—Exhibit "A" Page 16
trustee was appointed,or if none,as may be provided in a written agreement between the trustee
and the person in the most superior position on the Hierarchy List set forth in the Article titled
"Successor and Additional Trustees"who is empowered to establish a plan of trustees for the trust.
If no such agreement exists,then a non-corporate trustee shall be entitled to receive reasonable
compensation for acting as such,and a corporate trustee shall receive compensation according to
such corporate trustee's published schedule of fees in effect when its services are rendered_ In
addition to compensation, a trustee shall be entitled to reimbursement for reasonable expenses
incurred in connection with such trustee's services as a trustee. Notwithstanding the foregoing,no
trustee or predecessor trustee shall receive any termination or distribution fee for distributing
property from any trust hereunder to a beneficiary,a successor trustee or to any other person.
Otherwise,except as may be expressly agreed upon by the person by whom a trustee was
appointed or by the person in the most superior position on the Hierarchy List of the Article titled
"Successor and Additional Trustees"who is empowered to establish a plan of trustees for the trust;
1. No Additional or Special Fee .for Holding Interest it? Closely Held
Businesses. No trustee shall receive any additional or special fee for bolding any interest in any
closely held business,nor shall any trustee include the value of any such interest when computing
that portion of regular annual fees that is based on the value of the trust property, whenever
provisions in this Agreement exclude such trustee from participating in the operation of such
business and in any decision or detcm-rination involving the retention,sale or other disposition of
such interest and release such trustee from liability involving such matters.
Z. No Additional or Special Pee for holding Title to Real Property or Tangible
Personal Property. No trustee shall receive any additional or special fee for holding title to any
real property or tangible personal property,nor shall any trustee include the value of any such real
property or tangible personal property when computing that portion of regular annual fees that is
based on the value of the trust property, whenever provisions in this Agreement exclude such
trustee from participating in any decision or determination involving the operation,maintenance,
repair or improvement of such real property or tangible personal property and in any decision or
determination involving the retention, sale or other disposition of such real property or tangible
personal property and release such trustee from liability involving such matters,
J. Other Fiduciary Compensation and Expenses. A fiduciary serving in a capacity
other than as a trustee shall be entitled to compensation as may be provided in a written agreement
between the fiduciary and the person by whom such fiduciary was appointed. If no such agreement
exists,then a non-corporate fiduciary serving in a capacity other than as a trustee shall be entitled
to receive reasonable compensation for acting as such, and a corporate fiduciary serving in a
capacity other than as a trustee shall receive compensation according to such corporate fiduciary's
published schedule of fees in effect when its services are rendered. In addition to compensation,
a fiduciary shall be entitled to reimbursement for reasonable expenses incurred in connection with
such fiduciary's services as a fiduciary.
UH GT Trast Agreement Page 50
Certification of Trust—Exhibit "A" Page 17
K. Compensation and Expenses for Persons on Hierarchy List. Each person named
on a Hierarchy List (including persons named in a plan) (a "Hierarchy List Person") shall be
entitled to reasonable compensation for services performed as a Hierarchy List Person. In addition
to compensation, each Hierarchy List Person shall be entitled to reimbursement for reasonable
costs and expenses,including but not limited to reasonable attorney's fees,incurred in connection
with such persons' services as a Hierarchy List Person.
L. Compensation and Expenses for Oversight Committee Members. A person named
on the Oversight Committee(including a person named in a plan)("Oversight Committee Person")
shall be entitled to reasonable compensation for services performed as an Oversight Committee
Person. In addition to compensation, each Oversight Committee Person shall be entitled to
reimbursement for reasonable costs and expenses, including but not limited to reasonable
attorney's fees, incurred in connection with such persons' services as an Oversight Committee
Person.
M. Settlor Compensation. Notwithstanding any provision herein,I shall not be entitled
to compensation for serving in any fiduciary capacity hereunder.
N. Third Parties. No person or entity dealing with the trustee shall be obliged to
inquire as to the powers of the trustee,or to see to the application of money or property delivered
to the trustee,and the certificate of the trustee that the trustee is acting in compliance with this
Agreement shall fully protect all persons and entities dealing with the trustee.
O.. Exculpation from Bond. The trustee shall not be required to furnish a bond for the
proper performance of the duties of the trustee as trustee of any trust, but if any such bond is
nevertheless required by any law,statute or rule of court,no surety shall be required thereon,and
I request that such bond be accepted in the lowest amount possible.
P. No Court Approval. To the extent pennitted by law, (1)the trustee shall not be
required to qualify before, be appointed by,or in the absence of breach of trust, account to any
court or obtain the order or approval of any court in the exercise of any power conferred upon the
trustee(and may exercise such powers for any period of time,including any period of time beyond
the period that is required for an interest created hereunder to vest so as to be valid under the rule
against perpetuities),(2)the trustee shall not be required to file any inventory or appraisal or any
annual or other returns or reports to any court, and (3)the trustee shall be exempt from any
statutory or legal duty to register the trust in any court, except for such temporary filing or
registration as may be required by any court action involving any such trust.
Q. Powers, Duties, Limitations,Immunities and Liabilities of Fiduciaries. Except as
otherwise may be expressly provided:
i. Liability anti Exoneration of Non-Corporate Fiduciaries. To the maximum
extent allowed by applicable law, a non-corporate fiduciary shall not be liable, responsible or
LJH GT Trust Agreement Page 51
Certification of Trust—Exhibit "A" Page 18
accountable and shall be fully exonerated for any loss occasioned by such fiduciary's own acts and
omissions (including acts in reliance upon and opinion of counsel) except for such fiduciary's
willful wrongdoing or gross negligence.
2. Indemnification. Each non-corporate fiduciary shall be entitled to
indemnification out of the property of the trust of which such fiduciary is serving as fiduciary for
costs and legal fees incurred by the fiduciary in any action concerning any act or omission of a
beneficiary or of any act or omission of such fiduciary,unless there shall be a finding that such
fiduciary's act or omission stemmed from the fiduciary's own willful wrongdoing or gross
negligence.
3. Liability of Successor Fiduciaries. Wherever reference is made herein to
the fiduciary,such reference shall include any and all successor fiduciaries at any time acting as
the fiduciary of a trust,and unless expressly provided in a plan,this,Agreement or otherwise,each
successor fiduciary shall be vested with all powers, duties, limitations and immunities as if
originally named as fiduciary. To the maximum extent allowed by applicable law, a successor
fiduciary shall not be liable or responsible in any way for the acts or defaults of any predecessor
fiduciary, nor for any loss or expense occasioned by any act by or omission of a predecessor
fiduciary,and shall be liable only for such fiduciary's own acts and omissions with respect to trust
property,and a successor fiduciary may accept as correct the account rendered and the assets and
property delivered to such fiduciary by the predecessor fiduciary,and shall be under no obligation
to institute any action or proceeding for the settlement of the accounts of any predecessor fiduciary
and incur no liability to any person beneficially interested in any trust by reason of so doing.
4. Liability of Co-Fiduciaries. To the maximum extent allowed by applicable
law, no fiduciary shall be liable or responsible in any way for the acts or defaults of any co-
fiduciary,nor for any loss or expense occasioned by any act by or omission of a co-fiduciary,and
shall be liable only for such fiduciary's own acts and omissions, unless such fiduciary fails to
dissent in writing or take other action to protect the trust and such failure constitutes bad faith,
reckless indifference,willful wrongdoing or gross negligence.
5. Liability of Persons on Hierarchy List, A person named on the Hierarchy
List (including a person named in a plan) ("hierarchy List Person") shall not be considered a
fiduciary and shall not be liable,responsible or accountable to any beneficiary and shall be fully
exonerated for any loss occasioned by such person's own acts or omissions (including acts in
reliance upon opinion of counsel) except for such person's bad faith acts or omissions. A
Hierarchy List Person shall not be liable or responsible in any way for acts or omissions of any
other person named on the Hierarchy List and each Hierarchy List Person shall be entitled to
indemnification out of the property of the trust of which such Hierarchy List Person is serving for
costs and legal fees incurred by the Hierarchy List Person in any action concerning any act or
omission of such Hierarchy List Person or any other person, unless there shall be a finding that
such Hierarchy List Person's act or omission was a result of such Hierarchy List Person's bad
faith.
LJH GT Trust Agreement Page 52
Certification of Trust—Exhibit "A" Page 19
6. Liability of Persons on Oversight Committee. A person named on the
Oversight Committee(including a person named in a plan)("Oversight Committee Person")shall
not be considered a fiduciary and shall not be liable,responsible or accountable to any beneficiary
and shall be fully exonerated for any loss occasioned by such person's own acts or omissions
(including acts in reliance upon opinion of counsel) except for such person's bad faith acts or
omissions. An Oversight Committee Person shall not be liable or responsible in any way for acts
or omissions of any other Oversight Committee Person and each Oversight Committee Person
shall be entitled to indemnification out of the property of the trust of which such Oversight
Committee Person is serving for costs and legal fees incurred by the Oversight Committee Person
in any action concerning any act or omission of such Oversight Committee Person or any other
person, unless there shall be a finding that such Oversight Committee Person's act or omission
was a result of such Oversight Committee Person's bad faith.
R. Broad Investment Authority. Except as otherwise may be expressly provided, in
exercising the investment powers conferred above,the trustee or Investment Trustee may(but is
not directed to)acquire or continue to hold any property received by the trustee,even though not
of a kind usually considered suitable for trustees to acquire or hold,or even though an investment
may constitute a larger proportion of the trust than,but for this provision,would be appropriate,
and irrespective of any risk,nonproductiveness, or lack of diversification. I intend to grant the
trustee or Investment.Trustee the broadest possible discretion in determining what constitutes an
appropriate investment, acceptable level of risk and proper investment strategy, consistent with
such trustee's or Investment Trustee's fiduciary duties. Accordingly,I intend to modify the duties
and liability of the trustee imposed by the Uniform Prudent Investor Act or any similar act,statute
or law(collectively"prudent investor statutes")with respect to the investment of trust property,
and the provisions of this Agreement shall control to the extent they are in conflict with any
applicable prudent investor statutes. The trustee's or Investment Trustee's investment decisions
respecting individual assets shall be evaluated not in isolation, but in the context of the trust
portfolio as a whole and part of an overall investment strategy having risk and return objectives
reasonably suited to the trust. Among circumstances that the trustee or Investment Trustee shall
consider in investing and managing trust assets are such of the following as may be relevant to the
trust or to the beneficiaries: general economic conditions; the possible effect of inflation or
deflation;the expected tax consequences of investment decisions or strategies;needs for liquidity,
regularity of income and preservation or appreciation of capital;and an asset's special relationship
or special value,if any,to the purposes of the trust or to the beneficiaries. Notwithstanding any
provision of this Agreement to the contrary,the trustee or Investment Trustee shall not purchase
any asset in a manner that would constitute a crime pursuant to federal,state or local law,or that
would violate the provisions of this Agreement The trustee or Investment Trustee may engage
professional advisors to assist in making investment decisions,and may invest the trust assets in
any manner,including but not limited to balancing investments between growth and income. In
addition,the trustee or Investment Trustee may(but is not directed to)consider the portfolio of
"similar" trusts (as hereinafter defined) in investing the assets of a trust hereunder and may
consider the assets of such similar trusts as part of a single portfolio in determining overall asset
LJif GT Trust Agreement Page 53
Certification of Trust—Exhibit "A" Page 2Q
allocation,risk and diversification. As used herein,trusts shall be considered"similar"(whether
or not created under this Agreement) if they have identical current and future beneficiaries
(notwithstanding differences in distribution standards and powers of appointment).
S. Family Enterprise. The trustee may invest or hold contributed interests in or any
interest or indebtedness of any Business Entity whether in existence on the date of execution of
this Agreement or established hereafter in which the majority of the outstanding interests(either
by vote or economic value) are held, in the aggregate, directly or indirectly by me or any
descendant of mine, or by any trust for my benefit or the benefit of any descendant of mine
(hereinafter referred to as a"family enterprise"), Any family enterprise shall be deemed to be a
suitable investment of trust property of any trust established pursuant to this Agreement, even
though such investment may not be marketable,may involve a high degree of investment risk,may
never yield a dividend or other income, and may constitute a substantial portion or all of the
property of any trust created hereunder. Notwithstanding any rule of law with respect to the
suitability of investments, the trustee is expressly authorized: (1) to invest and reinvest trust
property in any family enterprise and to hold any family enterprise or family enterprise investment
for an indefinite period; (2)to form or participate with others in the formation of a new family
enterprise in any jurisdiction for the purpose of continuing the business or investments of any
family enterprise,or the purpose of engaging in any other lawful business;(3)to(a)transfer,sell,
or lease property to, (b)purchase or lease property from,(c)make further investments in,or(d)
advance or lend money to, any family enterprise; (4)to enter into voting trusts, buy-sell stock
restrictions,stock redemptions,or other similar agreements with respect to any family enterprise;
and (5) to have and exercise the same rights as the trustee would have if the trustee was the
individual owner of the family enterprise held by any trust created hereunder.
T. Nondiversification and Indemnification. The fiduciaries hereunder shall not be
responsible for the failure to diversify investments or make any trust(other than a Marital Trust)
created pursuant to this Agreement income producing. Furthermore,the fiduciaries shall be held
harmless for any losses as a result of the failure to diversify and/or to make any trust created
pursuant to this Agreement income producing, The fiduciaries and all persons or entities employed
by a fiduciary shall be indemnified by each respective trust created hereunder against expenses
actually or necessarily incurred by such person or entity in comrection with the defense of any
action, suit,or proceeding, whether civil or administrative,relating to nondiversification or any
other action taken or not taken with respect to the investment of trust property pursuant to this
Section,including any such action taken or not taken by the fiduciary, in which such person or
entity is made a party by reason of having been a fiduciary or employed by a fiduciary hereunder.
U. Merger of Coiporate Fiduciary. If any corporate fiduciary is merged into or
consolidated with or sells or transfers all or substantially all of its assets and business to another
corporate fiduciary, or is in any manner reorganized or reincorporated,the surviving corporate
fiduciary shall thereupon become the corporate fiduciary without any further act on the part of
such corporate fiduciary. Furthermore,if the Administrative Trustee should establish a subsidiary
or affiliate entity with the power and authority to serve as Administrative Trustee of this trust in
LJH GT Trust Agreement Page 54
Certification of Trust—Exhibit "A" Page 21
South Dakota,the Administrative Trustee may transfer this trust,and all of such Administrative
Trustee's duties,responsibilities and rights hereunder,to such subsidiary or affiliate entity.
V. Resignation and Acceptance of Fiduciary.
I. Resignation. Any person or corporate fiduciary acting in any fiduciary
capacity hereunder with respect to any trust may resign at any time for any reason by written
instrument delivered to each current beneficiary of the trust and to each trustee of the trust,if any,
and judicial approval shall not be required. Notwithstanding the foregoing:
a. In the event a trustee's resignation would leave the office of trustee
vacant or would otherwise reduce the number of then serving trustees below the minimum number
of trustees that are required to serve under this Agreement,the trustee's resignation shall not be
effective until a successor trustee has accepted appointment and assumed office as trustee.
b. In the event a successor to a resigning Investment Trustee and/or
Trust Protector is required under the terms of this Agreement,the resigning Investment Trustee's
and/or Trust Protector's resignation shall not be effective until a successor Investment Trustee
and/or Trust Protector has accepted appointment and assumed office.
2. Acceptance. Any person or corporate fiduciary designated to act as a
fiduciary hereunder shall assume office in such capacity upon such person's or corporate
fiduciary's execution of a written instrument accepting such office.
W. Incapacitated Fiduciary. If any person acting in any fiduciary capacity hereunder
is or becomes incapacitated,then said person shall be deemed to have resigned in every capacity
in which said person is acting as a fiduciary hereunder.
X. Transition of Trusteeship. A trustee of a trust hereunder that has resigned or has
been removed and that has custody of trust assets shall be permitted to hold a reserve in escrow
for the payment of taxes, trustee fees,attorney fees and other liabilities and expenses which the
trustee or the trust may incur or be liable for with respect to the administration of the trust or with
respect to the judicial or informal release of the trustee after the effective date of the resignation
or removal.
Y. Multiple Fiduciaries. If more than one person or entity is acting in the same
fiduciary capacity with respect to a trust:
1. Majority Vote to Govern. A decision made by a majority of the co-
fiduciaries who are qualified to vote on such decision shall control,without liability to any co-
fiduciary who dissents in writing. For purposes of this paragraph, if only two(2)co-fiduciaries
are qualified to vote on a decision,such decision shall control only if both fiduciaries vote in favor
of the decision.
LJH GT Trust Agreement Page 55
Certification of Trust—Exhibit "A" Page 22
2. Single Signatory. Unless a co-fiduciary elects otherwise in writing,any one
co-fiduciary may sign any checks,agreements or other documents on behalf of the trust and such
signature shall bind the trust in the same manner as though said check, agreement or other
document had been signed by all of the co-fiduciaries acting in the same capacity,and no person
or entity dealing with the signing fiduciary shall be obliged to inquire as to the other co-fiduciary's
acquiescence to such action.
3. Meetings and Communications. The fiduciaries may carry out their duties,
communicate with each other,participate in meetings and/or vote via electronic mail,telephone
(individual calls or conference calls),facsimile or other communications equipment.
4. Authority. The trustee,whether original or successor,for the time being in
office,shall have full authority to act even though one or more vacancies may exist.
Z. Small Trust Termination. If at any time the trustee(other than a beiieficiary-trustee)
determines that a trust is no longer economical to administer, such trustee, without further
responsibility,may distribute the remaining trust property to the person for whose current benefit
the trust then subsists or, if the trust has more than one current beneficiary, such trustee shall
distribute the trust property in a manner such trustee believes, in such trustee's discretion,to be
both equitable and consistent with my intent hereunder among the current beneficiaries of the trust;
provided,however,that if the trust is not GST Exempt and any of the current beneficiaries is not
a skip person,then the trustee shall distribute the trust property equally among only the current
beneficiaries of the trust who are not skip persons;provided,further,that in the case of a Marital
"Trust,the trustee shall distribute the trust property to Greg,if Greg is living.
AA. Valuations. In making distributions or allocations under the terms of any trust to
be valued as of a particular date,the trustee may use asset valuations obtained for a date reasonably
close to that particular date (such as a quarterly closing date before or after that date)if, in the
trustee's judgment,obtaining appraisals or other determinations of value for such date would result
in unnecessary expenses,and if in the trustee's judgment,the fair market value as detennined by
such method is substantially the same as on that actual date. Notwithstanding the foregoing,this
Section shall not apply if valuation on a specific date is required to preserve a qualification for a
tax benefit,including any deduction,credit or most favorable allocation of an exemption.
BB. Releases of Fiduciary Powers. A fiduciary of any trust may release or renounce,
revocably or irrevocably,any or all powers granted hereunder at any time by a written instrument
filed with the trust records,and,if so specified,that release or renunciation shall bind all successors
acting in that fiduciary capacity.
CC. Merger of Trusts. The trustee(other than a beneficiary-trustee)of a trust hereunder
(other than a Marital Trust or a qualified subchapter S trust(as defined in Section 1361(d)(3)of
the Code))may,in such trustee's discretion,merge the trust with any other trust that is held upon
substantially the same terms and conditions as the trust hereunder. In determining whether a trust
LJH GT Trrrst Agreement Page 56
Certification of Trust—Exhibit "A" Page 23
is held upon substantially the same terms and conditions as the trust hereunder,the trustee need
not take into consideration the interest of any future beneficiary in either such trust if the value of
such future beneficiary's interest immediately before the merger of such trusts is less than five
percent (5%) of the value of the property of the trust in which such future beneficiary has an
interest. The merged trust may be administered and disposed of by such trustee under the
provisions of the trust hereunder or under the provisions of the instrument governing such other
trust,and the trust hereunder shall cease to exist if it merges into another trust. In accordance with
the foregoing,in the event another trust is merged into a trust hereunder,such trustee may shorten
the period during which the trust hereunder subsists to comply with the provision herein titled
"Rule Against Perpetuities,"if necessary,to effectuate such merger. I understand that the trustee's
exercise of this power could result in the interruption of the succession of trustees provided for in
this Agreement, including the immediate cessation of services of the acting trustee, and the
administration of each such trust by a trustee not named herein or nominated hereunder.
DD. Transfers to Other Trusts. The trustee(other than a beneficiary-trustee)of a trust
hereunder (other than a Marital Trust or a qualified subchapter S trust (as defined in
Section 1361(d)(3)of the Code))may distribute all or any part of the trust property as such trustee,
in such trustee's discretion,deems advisable to the trustee of one or more other trusts created or to
be created by any person,including such trustee hereunder(and such trustee is hereby authorized
to create a trust for such purpose),for the benefit of all of the beneficiaries of such trust hereunder,
but only if such other trust or trusts are held upon substantially the same terms and conditions as
the trust hereunder;provided,however,that if the trustee determines in the trustee's discretion that
any beneficiary is or may be a"Disabled Descendant" (as hereinafter defined),then the trustee
may distribute all or any part of the trust property to the trustee of one or more other trusts created
or to be created by any person, including such trustee hereunder (and such trustee is hereby
authorized to create a trust for such purpose),for the benefit of such beneficiary who is or may be
a Disabled Descendant regardless of whether such other trust or trusts are held upon substantially
the same terms and conditions as the trust hereunder;provided, further,that no such distribution
shall be made to any trust that may have a duration exceeding the period after which such trust
hereunder is to terminate pursuant to the provision herein titled"Rule Against Perpetuities." In
determining whether such other trust or trusts is held upon substantially the same terms and
conditions as the trust hereunder,the trustee need not take into consideration the interest of any
future beneficiary in any such trust if the value of such future beneficiary's interest immediately
before the distribution described in this Section is less than five percent(5%)of the value of the
property of the trust in which such future beneficiary has an interest. A distribution may be made
to a trust for the benefit of less than all of the beneficiaries of the trust hereunder pursuant to the
foregoing provisions if the trustee of the trust hereunder is authorized to pay income and principal
to the beneficiaries as the trustee determines in the trustee's discretion (not limited by an
ascertainable standard within the meaning of Sections 2041 and 2514 of the Code).
EE. Separate Trusts for Income Purposes. If property that is held in,or is to be added
or allocated to,a trust held pursuant to this Agreement is subject to different treatment for federal
income tax purposes than other property held in or being added or allocated to such trust,then the
L IH GT Trust 11green ent Page 57
Certification of Trust—Exhibit "A" Page 24
trustee may hold such property in a separate trust(to be created by the trustee)that is identical in
all respects to that trust, with such additional designation for purposes of identification as the
trustee determines.
FF. Additions to Existing Trusts. If property becomes distributable to a new trust
hereunder, the terns and beneficiaries of which are identical in all respects to a then subsisting
trust hereunder, the trustee of the distributing trust, in such trustee's discretion, may add such
property to the subsisting trust,to be administered and disposed of as a part thereof.
GG. S Corporation Stock. If a trust owns or will acquire S Corporation Stock or stock
in a corporation that is intended to become an S Corporation,the trustee(other than a beneficiary-
trustee and other than a trustee of a Marital Trust)may amend the provisions of such trust and/or
the provisions of any trust that may be created from such trust in order to permit such trust to hold
stock in an S Corporation or in order to permit such trust to convert from a"qualified subchapter
S trust"(as defined in Section 1361(d)(3)of the Code) to an"electing small business trust"(as
defined in Section 1361(e)of the Code)or vice versa. This power specifically includes,but is not
limited to,the power to amend the provisions of a trust in order to:
1. eliminate the descendants of a person as current beneficiaries of such trust
if such person is also a current beneficiary of such trust;
2. eliminate all potential current beneficiaries of such trust who are not
persons,estates or charitable organizations eligible to hold S Corporation Stock;
3. eliminate or reduce a power of appointment whether in its objects or the
time or mariner in which it may be exercised;
4. modify the standards of distribution of the income and/or principal of a
trust;and/or
5. take any other actions that the trustee may deem advisable in order to permit
such trust to hold stock in an S Corporation in the form or type of trust the trustee deems advisable.
Notwithstanding any provision of this Agreement,if the beneficiary of a trust hereunder
that otherwise satisfies the requirements of a qualified subchapter S trust (as defined in
Section 1361(d)(3) of the Code) makes an election under Section 1361(d)(2)of the Code with
respect to such trust, the trustee shall thereafter pay the beneficiary all of the net income of the
trust,in annual or more frequent installments.
HH. Trustee Rights and Powers With Respect to Environmental iWalters. The trustee
shall possess the broadest possible rights and powers regarding trust property that presents or may
present environmental concerns. To that end,the trustee may(1)maintain any real property in
compliance with any environmental, health, or safety laws or regulations; (2) conduct
LJH GT Trust Agreement Page 58
Certification of Trust—Exhibit "A" Page 25
environmental assessments, audits, inspections, and site monitoring; (3) take all appropriate
remedial action to contain, clean up or remove any environmental condition including a spill,
release, discharge or contamination; (4) institute legal proceedings concerning environmental
conditions or contest or settle legal proceedings brought by any government agency concerned
with environmental compliance, or by a private litigant; (5) employ and pay reasonable
compensation to agents,consultants and legal counsel to assist or perform the powers granted in
this Section;and(6)withhold a distribution or payment to a beneficiary until receiving from said
beneficiary an agreement in which the beneficiary agrees to indemnify the trustee against any
claims filed against the trustee asserting liability under any environmental law including liability
as an "owner," "operator" or otherwise under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as from time to time amended, or any regulation
thereunder;provided, however,that the trustee may not take any action under this Section that
would in any way jeopardize any marital deduction for property passing at my death. The trustee
shall not be liable to any beneficiary,or to any other party interested in the trust,for any loss or
depreciation in value of the trust property as a result of the trustee retaining any property on which
there is discovered to be hazardous materials or substances requiring remedial action pursuant to
any environmental law,unless the trustee contributed to that loss or depreciation through willful
wrongdoing or gross negligence.
II. Taxation of Trust. The trustee shall not take any action that would cause the trust
to be taxable as a corporation or an association.
7J. Conflicts oflnterest. A trustee or an affiliate of a trustee shall not be prohibited in
any respect from participating in, or from receiving compensation for participating in, any
transaction with respect to and on behalf of any trust held under this Agreement due to such
trustee's or affiliate's duty of loyalty or duty to avoid conflicts of interest, and such duties are
hereby waived for such purpose. By way of example and not limitation,the trustee is authorized,
in the trustee's discretion,to enter into transactions with,and/or retain the services of,any trustee
hereunder(including such trustee)or any affiliate of any trustee upon such terms and conditions
as the trustee deems advisable,including,but not limited to,transactions or services in which the
trustee or any affiliate thereof:(i)acts as a broker,dealer or investment advisor to execute security,
insurance, real estate and any other transaction on behalf of any trust hereunder; (ii)purchases
assets from or sells assets to any trust hereunder (including, but not limited to, contracts of
insurance, securities, derivatives or other financial instruments); (iii)lends money to any trust
hereunder;or(iv)acts as the manager and/or has a carried interest,including investments managed
by the trustee or any affiliate thereof. The trustee also is authorized,in the trustee's discretion,to
invest in any money market deposit or similar account,in securities of the trustee or any affiliate
thereof, or in one or more investment funds or Business Entities to which the trustee, or any
affiliate thereof,renders services and receives compensation therefrom. In addition to receiving
compensation for acting as trustee,each trustee and such trustee's affiliates providing services to
the trust shall be entitled to compensation from the trust estate for such services as if such services
were provided by unrelated entities and without any reduction in compensation because such
trustee or affiliate is acting in more than one capacity. As used in this Section,"affiliates"of a
L.t/f GT Trust Agreement Page 59
Certification of Trust—Exhibit "A" Page 26
trustee shall include any subsidiary of the trustee and any individual or entity associated or
affiliated with the trustee or any of such trustee's subsidiaries.
LJFI GT Thai Agreement Page 60
Certification of Trust—Exhibit "A" Page 27
IN WETNESS WHEREOF, 1 have hereunto set my hand as of the date first set forth
above.
(
Laurie J,Huarte;:9ettl r—
The undersigned hereby accepts the trusteeship hereof and the property listed in the
attached Schedule A and agrees to hold and administer the bust property pursuant to the terms and
provisions of this Agreement,all as of the date first set forth above,
North Point Trust Company,L.L.C.,a South Dakota
limited liability company
By: A,,k-�l t'�l LA
Todd M.Wiles,President
The undersigned hereby accepts the office of Investment Trustee and agrees to act as
Investment Trustee pursuant to the terns and provisions of this Agreement,all as of the date first
set forth above.
Joseph D. uarte,Investment Trustee
LJH GT Trust Agreement Pa„e 78
Certification of Trust—Exhibit "A" Page 28
Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached,and not the truthfulness,
accuracy,or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF,SHNTa )
On Y --2 , 2019, before me, (-1 4 R /�,9N.5,(L 1(4 , personally
appeared Laurie J. Huarte, who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNES, my hand and official seal. ;;,:;,� JULIA A.FIANSELKA
-� a Notary Public•Calilornia i
s); Santa Barbara County >
Si nature �Gffic t /YG��1 C Seal t ?�r-)
g ( ) J1 Cummissinnat'L1708Go
qg My Comm,Expires Nov 6.2020®'y
LJH CT Trust Agreement—Notary Acknowledgment Page 79
Certification of Trust—Exhibit "A" Page 29
Limited Liability Limited Partnership Agreement of
Lynx Investments, LLLP
an Idaho Limited Liability Limited Partnership
THE OWNERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY LIMITED
PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER
APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE
REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND
COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON
TRANSFERABILITY SET FORTH HEREIN.
This Limited Liability Limited Partnership Agreement of Lynx Investments,LLLP,
an Idaho limited liability limited partnership, dated and effective as of July 1, 2018, is adopted by
and entered into by and among those Persons listed on Schedule A hereto as Partners.
WHEREAS, the parties previously were partners of Lynx Investments, L.P., a
California limited partnership ("Lynx Investments");
WHEREAS, on July 1, 2018, the parties caused Lynx Investments to convert to
Lynx Investments,LLLP(hereinafter sometimes referred to as the"Partnership"),an Idaho limited
liability limited partnership, pursuant t❑ California Corporations Code Section 15911.01 et seq.
and Idaho Code Section 30-22-401 et seq.; and
WHEREAS, pursuant to such conversion, the Partners wish to form a limited
liability limited partnership pursuant to the Act by filing a Certificate of Limited Partnership
("Certificate") and by entering into this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein made and intending to be legally bound, the Partners hereby agree as follows:
ARTICLE I
DEFINITIONS; CONSTRUCTION
1.01 Definitions. The definitions set forth in Appendix A hereto shall be applied
to the terms used in this Agreement for all purposes, unless ❑therwise clearly indicated to the
contrary.
1.02 Construction. Whenever the context requires,the gender of all words used
in this Agreement includes the masculine, feminine and neuter, and the singular number includes
the plural number and vice versa. Unless expressly provided otherwise or unless the context
Liwx hzvestments, LLLP Page I
requires otherwise, all references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Schedules and Appendices are to schedules and appendices
attached hereto,each of which is made a part hereof for all purposes.
1.03 Including. Reference in this Agreement to "including," "includes" and
"include" shall be deemed to be followed by "without limitation."
ARTICLE 2
ORGANIZATIONAL MATTERS
2.01 Organization of Partnership. The Partnership was formed by the filing of
the Certificate. The term of the Partnership commenced upon the filing of the Certificate and shall
continue in perpetuity or until earlier termination of the Partnership according to Article 13.
2.02 Name. The business of the Partnership shall be conducted under the name
"Lynx Investments, LLLP" or such other name or names as the General Partner shall designate in
writing to the Partners.
2.03 Purpose and Business. The Partnership was created to acquire, buy, sell,
develop, improve, maintain, lease, invest in, operate, and manage property, including but not
limited to real property,securities and other assets. The Partnership may also engage in any lawful
act or activity for which limited liability limited partnerships may be organized under the Act.
2.04 Principal Office. The principal office of the Partnership shall be at such
place as the General Partner may designate from time to time. The General Partner may change
the principal office to such other place as the General Partner designates from time to time, which
need not be in the State of Idaho, in which case the General Partner shall promptly notify the
Owners of any change to the address of the principal office. The Partnership may also have such
other offices as the General Partner may designate from time to time.
2.05 Registered Agent. The registered agent of the Partnership in the State of
Idaho shall be the registered agent named in the Certificate of Limited Partnership or such other
Person or Persons as the General Partner may designate from time to time in the manner provided
by law.
2.06 Qualification in Other Jurisdictions. The General Partner may cause the
Partnership to be qualified or registered in such states as the General Partner determines to be
appropriate and shall be authorized to execute, deliver and file any certificates and documents
necessary to effect such qualification or registration, including the appointment of agents for
service of process in such jurisdiction.
2.07 Powers and Rights. In furtherance of its purpose, but subject to all of the
provisions of this Agreement, the Partnership shall have and exercise all of the powers and rights
LYn r Invesrnienrs, LLLP Page 2
which can be conferred upon limited partnerships formed pursuant to the Act and may do any and
all lawful acts or things that are necessary,appropriate,incidental or convenient for the furtherance
and accomplishment of the purpose of the Partnership or for the protection and benefit of the
Partnership or the Partnership Property. The Partnership may acquire,buy,sell,develop,improve,
maintain, lease, invest in, operate, and manage such securities, real property, and other assets as
the General Partner may determine in its sole discretion. The Partnership may pursue these
activities through the direct ownership of some or all such property, indirectly through the
ownership of interests in joint ventures,corporations,partnerships,or other entities(without regard
to whether the Partnership controls any such entity), or in any other manner that the General
Partner deems appropriate.
2.08 Designated Authority. Subject to the provisions of this Agreement, the
General Partner may authorize any Person(including any Partner, manager or officer)to enter into
and perform any obligation imposed by any document on behalf of the Partnership.
2.09 Treatment As Partnership. Unless the Partnership is treated as having a
single owner for federal income tax purposes, the Partners intend that the Partnership shall be
treated as a partnership for federal and, if applicable, state income tax purposes, and each Owner
and the Partnership shall file all tax returns and shall otherwise take all tax and financial reporting
positions in a manner consistent with such treatment.
During any time the Partnership is disregarded for federal income tax purposes pursuant
to Treasury Regulation Section 301.7701-3, all provisions that refer to sections of the Code and
regulations thereunder shall be construed as if the Partnership was classified as a partnership for
federal income tax purposes.
ARTICLE 3
CAPITAL CONTRIBUTIONS; ADJUSTMENT OF PERCENTAGE INTERESTS;
CAPITAL ACCOUNTS
3.01 Capital Contributions, The Partners have made Capital Contributions to
the Partnership in the amounts and of the assets as specified in the Partnership's records.
3.02 Admission of Additional Limited Partners; Additional Capital
Contributions.
(a) The General Partner may, in the General Partner's sole discretion, (i) admit
a Person to the Partnership as an additional Partner or Owner, (ii)offer the Owners the opportunity
to make additional Capital Contributions to the Partnership and (iii) require the Owners, equally
or disproportionately, to make additional Capital Contributions to the Partnership ("Required
Capital Contribution"), In each case, the General Partner shall modify the books and records of
the Partnership to accurately reflect each Owner's aggregate Capital Contribution and Ownership
Interest and shall adjust the Owners' Percentage Interests for purposes of allocating Profits and
Lyon hwestments, LLLP Page 3
Losses as provided in Section 4.02. Acquisition or acceptance of an Ownership Interest by an
additional Owner pursuant to this Agreement shall constitute an agreement by the additional
Owner to be bound by the terms and conditions of this Agreement and, additionally, an agreement
to execute,upon the General Partner's request, a written undertaking to be bound by the terms and
conditions of this Agreement and such other documents and instruments as the General Partner
determines to be necessary or appropriate in connection with the issuance of such Ownership
Interest to such Person; and in connection with and as a condition of such issuance of such
Ownership Interest, the General Partner may require that such Person's spouse, if any, execute an
"Agreement of Spouse" in the form attached hereto as Schedule B. In no case shall the General
Partner be required to admit any Person as a Partner. Until the General Partner admits an Assignee
as a Partner, such Assignee shall have no rights as a Partner under this Agreement.
(b) In the event any Owner fails to make a Required Capital Contribution
pursuant to Section 3.02(a), such Owner shall be a"Delinquent Owner" and shall be in breach of
this Agreement. The General Partner shall give the Delinquent Owner a notice of the failure to
meet such Delinquent Owner's Commitment. Any Required Capital Contribution that is not made
within ten (10) days after required shall bear interest at the Prime Rate plus five (5) percentage
points per annum (but not in excess of the highest rate per annum permitted by law), compounded
monthly, from the date required until such Required Capital Contribution and all accrued interest
are delivered in full to the Partnership by the Delinquent Owner; provided, however, that if any
Delinquent Owner Loan(s), as defined in Section 3.02(c)below, is (are) made, all accrued interest
shall remain a separate obligation of the Delinquent Owner to the Partnership due on demand by
the General Partner. A Delinquent Owner shall pay all attorneys' fees and other costs incurred by
the Partnership to collect any amounts due under this Section 3.02.
(c) If any Delinquent Owner does not make a Required Capital Contribution
when due, one or more Partners other than the Delinquent Owner(the"Lending Partner(s)") may,
but shall not be obligated to,loan to the Delinquent Owner an amount equal to the Required Capital
Contribution of such Delinquent Owner(the "Delinquent Owner Loans)"). If more than one (1)
Lending Partner makes the Delinquent Owner Loan(s), the Lending Partners will make the loan(s)
in proportion to their Percentage Interest unless otherwise agreed in writing by the Lending
Partners. The funds for the Delinquent Owner Loan(s)shall be delivered by the Lending Partner(s)
to the Partnership and the Delinquent Owner shall sign and deliver a promissory note to each
Lending Partner in the form attached hereto as Exhibit A, the terms of which are incorporated
herein and shall apply to each Delinquent Owner Loan, for the portion of the Delinquent Owner
Loan(s) made by such Lending Partner(the "Delinquent Owner Note(s)"). If a Delinquent Owner
does not sign and deliver the Delinquent Owner Note(s) as provided above, such Delinquent
Owner shall nevertheless be deemed to have signed and delivered the Delinquent Owner Note(s)
and shall be subject to the same obligations and liabilities to the Lending Partner(s) as provided
therein. Each Delinquent Owner Loan shall bear interest at the Prime Rate plus five(5)percentage
points per annum (but not in excess of the highest rate per annum permitted by law), compounded
monthly, from the date delivered (or deemed delivered) and shall be payable in full ninety (90)
Lynx Investments, LLLP Page 4
days after the date the Delinquent Owner funds are delivered by the Lending Partner to the
Partnership.
If the Delinquent Owner does not pay the Delinquent Owner Loan(s) in full, including all
principal and accrued interest, when due,each Lending Partner thereafter shall have the option, in
the Lending Partner's sole discretion,to pursue collection against the Delinquent Owner for default
in accordance with the terms of the Delinquent Owner Note payable to such Lending Partner or to
elect to convert the Delinquent Owner Loan obligation to Percentage Interests of the Delinquent
❑wner (the "Converted Percentage Interests") and have the Converted Percentage Interests
transferred from the Delinquent Owner to such Lending Partner on the books and records of the
Partnership effective as of the date written notice of such election is delivered to the Partnership
(the "Conversion Election Date"). The Converted Percentage Interests shall consist of (i) an
increase in the Capital Account of the Lending Partner and a decrease in the Capital Account of
the Delinquent Owner of an amount in each case equal to the original principal amount of the
applicable Delinquent Owner Loan and (ii) an increase in the Percentage Interest of the Lending
Partner and decrease in the Percentage Interest of the Delinquent Owner.
(d) Except as otherwise provided in this Section 3.02, if additional Capital
Contributions are not made in proportion to each Owner's Percentage Interest or if a Person who
was not an Owner makes a Capital Contribution for an Ownership Interest,the Owners' Percentage
Interest shall be adjusted by the General Partner by taking into account the Fair Market Value of
each Owner's proportionate share of the Partnership's Property less its liabilities before the
additional Capital Contributions (calculated by the General Partner by taking into account the Fair
Market Value of the Partnership's Property less its liabilities as of the most recent practicable date
prior to the additional Capital Contributions) and the amount of each Owner's additional Capital
Contribution(including property at Fair Market Value if a contribution of property is permitted by
the General Partner), i.e., each Owner's new Percentage Interest will be (i) the product of the
Owner's Percentage Interest multiplied by the Fair Market Value of the Partnership's Property less
its liabilities (computed as set forth above) before the additional Capital Contributions, with such
product increased by the Fair Market Value of such Owner's additional Capital Contribution
divided by(ii)the sum of the Fair Market Value of all the Partnership's Property(less its liabilities)
before the additional Capital Contributions (computed as set forth above) plus the aggregate Fair
Market Value ❑f the additional Capital Contributions made by any person at the time of such
Capital Contribution.
3.03 Capital Account. The Partnership shall maintain a separate Capital
Account for each Owner according to Article 4 and the rules promulgated by the Internal Revenue
Service regarding maintenance of capital accounts (as currently provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)). For this purpose, the Partnership shall, unless otherwise determined
by the General Partner in the General Partner's sole discretion, upon the occurrence of certain
events which permit a revaluation of Partnership Property (as currently provided in Treasury
Regulation Section 1.704-1(b)(2)(iv)(f)), adjust the Capital Accounts in accordance with the
Lynx Investments, LLLP Page 5
applicable rules and regulations (as currently provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g)) to reflect a revaluation of Partnership Property.
ARTICLE 4
DISTRIBUTIONS; ADJUSTMENT OF PERCENTAGE INTERESTS;ALLOCATION
OF PROFITS AND LOSSES
4.01 Distributions;Adjustment of Percentage Interests.
(a) Taking into account the reasonable needs of the Partnership's business and
such other facts and circumstances as the General Partner shall deem pertinent, Distributions may
be made to each Owner at such times and in such amounts as the General Partner determines in
the General Partner's sole discretion.
(b) If Distributions are not made in proportion to each Owner's Percentage
Interest, the Owners' Percentage Interests shall be adjusted by the General Partner, in the General
Partner's sole discretion, for all purposes,including but not limited to allocating Profits and Losses
as provided in Section 4.02; provided, however, no Distribution shall be made to an Owner to the
extent the Distribution would, or could reasonably be expected to, cause (or increase the amount
of) an Adjusted Capital Account Deficit in such Owner's Capital Account.
4.02 Allocations of Profits and Losses. Except as otherwise provided in
Section 4.03, Profits and Losses for any fiscal period shall be allocated among the Owners in such
a manner that,as of the end of such fiscal period,the sum of(i)the Capital Account of each Owner,
(ii) such Owner's share of Partnership Minimum Gain and(iii)such Owner's Partner Nonrecourse
Debt Minimum Gain shall be equal to the respective net amounts, positive or negative, which
would be distributed to them or for which they would be liable to the Partnership under the Act,
determined as if the Partnership were to (i) liquidate the Partnership Property for an amount equal
to its Book Value and (ii) distribute the proceeds of liquidation pursuant to Section 13.03.
4.03 Regulatory and Special Allocations. Notwithstanding the provisions of
Section 4.02:
(a) If there is a net decrease in Partnership Minimum Gain during any Taxable
Year, each Owner shall be specially allocated items of Partnership income and gain for such
Taxable Year(and if necessary, subsequent Taxable Years) equal to such Owner's share of the net
decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulation
Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury
Regulation Sections 1.704-2(f)(6)and 1.704-20)(2). This Section 4.03 is intended to comply with
the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be
interpreted consistently therewith.
Lynx Investments, LLLP Page 6
(b) Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4),
if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner
Nonrecourse Debt during any Taxable Year, each Owner who has a share of the Partner
Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
accordance with Treasury Regulation Section 1.704-2(i)(5), shall be specially allocated items of
Partnership income and gain for such Taxable Year(and, if necessary, subsequent Taxable Years)
in an amount equal to such Owner's share of the net decrease in Partner Nonrecourse Debt
Minimum Gain attributable to such Partner Nonrecourse Debt as determined in accordance with
Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be
made in proportion to the respective amounts required to be allocated to each Owner pursuant
thereto. The items to be allocated shall be determined in accordance with Treasury Regulation
Sections 1.704-2(i)(4) and 1.704-20)(2). This Section 4.03(b) is intended to qualify with the
Partner Nonrecourse Debt Minimum Gain chargeback requirement of Treasury Regulation
Section 1.704-2(i) and shall be interpreted consistently therewith.
(c) Any Nonrecourse Deductions for any Taxable Year shall be allocated to the
Owners in proportion to their respective Percentage Interests. Any Partner Nonrecourse
Deductions for any Taxable Year shall be specially allocated to the Owner(s) who bear(s) the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner
Nonrecourse Deductions are attributable in accordance with Treasury Regulation
Section 1.704-2(i).
(d) If any Owner unexpectedly receives any adjustments, allocations or
distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of
Partnership income and gain shall be specially allocated to such Owner in an amount and manner
sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments,
allocations or distributions as quickly as possible. This Section 4.03(d) is intended to comply with
the qualified income offset requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and
shall be interpreted consistently therewith.
(e) The allocations set forth in Sections 4.03(a), (b), (c) and (d) above (the
"Regulatory Allocations") are intended to comply with certain requirements of the Treasury
Regulations under Code Section 704. It is the intent of the Owners that, to the extent possible,the
Regulatory Allocations shall be offset either with other Regulatory Allocations or with special
allocations of other items of Partnership Profits or Losses pursuant to this Section 4.03(e).
Therefore, notwithstanding any other provision of this Article 4 (other than the Regulatory
Allocations),the General Partner is authorized to make offsetting special allocations of Partnership
Profits or Losses in whatever manner they deem appropriate so that, after such offsetting
allocations are made, each Owner's Capital Account balance is,to the extent possible,equal to the
Capital Account balance such Owner would have had if the Regulatory Allocations were not part
of this Agreement and all Partnership Profits and Losses were allocated pursuant to Section 4.02.
Lynx Investments. LLLP Page 7
4.04 Tax Allocations.
(a) Except as otherwise provided in this Section 4.04, the income, gains,
deductions and losses of the Partnership shall be allocated, for federal, state and local income tax
purposes, among the Owners in accordance with the allocation of such income, gains, deductions
and losses among the Owners for computing their Capital Accounts, provided that if any such
allocation is not permitted by the Code or by other applicable law, the subsequent income, gains,
deductions and losses of the Partnership shall be allocated among the Owners for tax purposes to
the extent permitted by the Code and other applicable law so as to reflect as nearly as possible the
allocation set forth herein in computing their Capital Accounts.
(b) In accordance with Code Section 704(c) and the Treasury Regulations
thereunder,income,gain,deduction and loss with respect to any property contributed to the capital
of the Partnership shall, solely for tax purposes, be allocated among the Owners so as to take
account of any variation between the adjusted basis of such property to the Partnership for federal
income tax purposes and its Fair Market Value at the time of contribution under any method
permitted under Treasury Regulation Section 1.704-3, as determined by the General Partner.
(c) If the Book Value of any Partnership Property is adjusted pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(f), subsequent allocations of items of taxable
income, gain, deduction and loss with respect to such Partnership Property shall take account of
any variation between the adjusted basis of such Partnership Property for federal income tax
purposes and its Book Value in a manner permitted by Code Section 704(c) and determined by the
General Partner.
(d) Tax credits, tax credit recapture, and any items related thereto shall be
allocated to the Owner s according to their interests in such items as determined by the General
Partner taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii)
and (viii).
(e) Any elections or other decisions relating to allocations pursuant to this
Section 4.04 shall be made by the General Partner in any manner that reasonably reflects the
purpose and intent of this Agreement. Allocations pursuant to this Section 4.04 are solely for
purposes of federal, state and local taxes and shall not affect, or in any way be taken into account
in computing,any Owner's Capital Account or share of Profits,Losses,other items or distributions
pursuant to any provisions of this Agreement.
4.05 Indemnification and Reimbursement for Payments on Behalf of an
Owner.
(a) If the Partnership is required to pay any amount to a governmental agency
(or otherwise makes a payment) because of an Owner's status or that is specifically attributable to
an Owner (including federal, state or local withholding taxes imposed with respect to foreign
Lynx Investme►rts, LLLP Page 8
Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Owner
(the "Indemnifying Owner") shall indemnify the Partnership in full for the entire amount paid
(including any interest, penalties and expenses associated with such payment). The amount to be
indemnified shall be charged against the Capital Account of the Indemnifying Owner, and, at the
option of the General Partner, either:
(i) promptly upon notification of an obligation to indemnify the
Partnership, the Indemnifying Owner shall make a cash payment to the Partnership equal to the
full amount to be indemnified (and the amount paid shall increase the Indemnifying Owner's
Capital Account,but shall not be treated as a Capital Contribution hereunder), or
(ii) the Partnership shall make Distributions to the Indemnifying Owner
net of the governmental payments or reduce subsequent Distributions that would otherwise be
made to the Indemnifying Owner until the Partnership has recovered the amount to be indemnified
(and the amount of such reduction shall be deemed to have been distributed to the Indemnifying
Owner for all purposes of this Agreement, but such deemed distribution shall not further reduce
the Indemnifying Owner's Capital Account).
(b) An Owner's obligation to make contributions to the Partnership under this
Section 4.05 shall survive the termination, dissolution, liquidation, and winding up of the
Partnership, and, for purposes of this Section 4.05, the Partnership shall be treated as continuing
in existence. The Partnership may pursue and enforce all rights and remedies it may have against
each Owner under this Section 4.05, including instituting a lawsuit to collect such contribution
with interest calculated at the Prime Rate plus five (5) percentage points per annum (but not in
excess of the highest rate per annum permitted by law).
4.06 Distribution in Kind. If the General Partner determines to make a
Distribution, an Owner has no right to demand or receive any distribution from the Partnership in
any form other than cash. An Owner may not be compelled to accept a distribution in kind of any
Partnership Property to the extent that the percentage of the Partnership Property distributed to
such Owner would exceed such Owner's Percentage Interest.
ARTICLE 5
MANAGEMENT
5.01 Authority of the General Partner. Except as may be expressly provided in
this Agreement, the General Partner shall have all the rights and powers of a general partner- as
provided in the Act, under any other applicable laws, and by this Agreement. Except as may be
expressly limited by the Act, such other applicable law or by this Agreement, the General Partner
shall have the exclusive right and power to manage the business of the Partnership and is
authorized to do on behalf of the Partnership all things which, in the General Partner's sole
judgment, are necessary or appropriate to carry out the Partnership's purposes. Without limiting
the foregoing, the General Partner shall have the power to (a) enter into agreements, and execute
L}•nx Investments,LL.L.P Page 9
documents and instruments, including brokerage and investment advisor agreements, leases,
mortgages, evidences of indebtedness, construction, development, management, and other
contracts; (b) borrow money, and open and maintain bank accounts authorizing withdrawals on
the signature of such one or more Persons as the General Partner may designate; (c) sell or assign
any or all Partnership Property; (d) execute such other documents and take such other actions as
may be necessary or desirable from time to time to carry out any purpose authorized pursuant to
this Agreement; and (e) make a loan to any Owner, which such loan shall not be treated as a
Distribution from the Partnership but as a debt due to the Partnership bearing interest at the rate
agreed between the Partnership and the borrowing Owner. Decisions or actions taken by the
General Partner in accordance with the provisions of this Agreement shall constitute decisions or
actions by the Partnership and shall be binding on each Owner, manager, officer and employee of
the Partnership.
5.02 Manner of Action by General Partner. During any period in which there
is more than one(1)General Partner,the following provisions shall be applicable where the context
admits:
(a) Each General Partner who proposes that the Partnership act or refrain from
acting (the "Recommending GP") shall seek approval of such proposal from the other General
Partner(s) (each a "Deliberating GP"). Failure of a Deliberating GP to indicate, as directed by the
Recommending GP, approval or disapproval of a proposal within fifteen (15) days after receipt
thereof, shall constitute a vote in favor of the proposal.
(b) No action, except for day-to-day administrative matters, shall be taken by a
General Partner except pursuant to a vote in favor of such action by a majority of the General
Partners. A decision made by a majority of the General Partners who are qualified to vote on such
decision shall control, and no General Partner who dissents in writing shall be liable for such
decision.
(c) Unless the General Partners elect otherwise in writing, any General Partner
may sign any checks, agreements or other documents on behalf of the Partnership and such
signature shall bind the Partnership in the same manner as though said check, agreement or other
document had been signed by all of the General Partners acting in the same capacity,and no Person
or entity dealing with the signing General Partner shall be obligated to inquire as to any other
General Partner's acquiescence to such action.
(d) The General Partners may execute any instrument or document by signing
one instrument or document or counterpart instruments or documents, all of which counterparts
shall together constitute one instrument or document.
(e) The General Partners may carry out their duties, communicate with each
other, participate in meetings and/or votes via electronic mail, telephone (individual calls or
conference calls), facsimile or other communications equipment.
Lynx Investments, LLLP Page 10
5.03 Reliance by Third Parties. Any person dealing with the Partnership shall
be entitled to deal with the General Partner as if he or she were the sole party in interest in the
Partnership's property, both legally and beneficially. Each Owner hereby waives any and all
defenses or other remedies that may be available against such person to contest, negate, or
disaffirm any action taken in good faith by the General Partner that relates to the Partnership's
property. Every agreement, instrument, or document executed by the General Partner with respect
to any business or property of the Partnership shall be conclusive evidence in favor of any person
relying thereon or claiming thereunder that (i) at the time of the execution or delivery thereof this
Agreement was in full force and effect, (ii) such agreement, instrument, or document was duly
executed according to this Agreement and is binding upon the Partnership, and (iii) the General
Partner was duly authorized and empowered to execute and deliver such agreement, instrument,
or document for and on behalf of the Partnership.
5.04 Compensation and Reimbursement of a Genera[Partner.
(a) A General Partner may receive reasonable compensation for its services to
the Partnership.
(b) In addition, each General Partner may be reimbursed for all reasonable
amounts paid or incurred in organizing or conducting the Partnership's business, including that
portion of such General Partner's reasonable legal and accounting expenses, telephone,secretarial,
travel expenses, office rent and other office expenses, salaries and other compensation expenses
of employees, and other indirect expenses necessary or appropriate in organizing or conducting
the Partnership's business that is properly allocable to the Partnership. The General Partner shall
determine the portion of the indirect expenses that is allocable to the Partnership in any reasonable
manner.
5.05 Dealings With a General Partner. The General Partner or any of its
Affiliates may contract or otherwise deal with the Partnership, provided that the terms of any such
contract or dealing shall be fair and reasonable to the Partnership.
5.06 Insurance on General Partner-s Life. With respect to any insurance on
the life of a General Partner, (a) such General Partner has no power to participate in any decision-
making by the Partnership with respect to such life insurance (including whether- to purchase or
sell such life insurance, whether or not to pay premiums thereon, beneficiary designation, and any
other power covered by Section 2042 of the Code), (b) any such decision shall be made by the
other General Partner, or if there is no other General Partner then by Limited Partners awning a
majority of the Percentage Interests owned by the Limited Partners other than Percentage Interests
owned (including as trustee or other fiduciary) by such General Partner, and (c) ante such a
decision has been made, any Partner is authorized to implement such decision (including paying,
on behalf of the Partnership, premiums or other expenses incurred to implement such decision and
signing implementing documents).
Lynx Investments, LLLP Page J 1
5.07 Outside Activities.
(a) The General Partners, their respective Affiliates, and their respective
stockholders,directors,managers,officers,controlling Persons,partners,and employees may have
business interests and engage in business activities in addition to those relating to the Partnership,
including business interests and activities that compete with the Partnership. Neither the
Partnership nor any Partner shall have any rights by virtue of this Agreement in any business
interests or activities of any General Partner or their respective Affiliates. Each General Partner
shall devote to the management of the Partnership such time as it determines is necessary or
appropriate to cause the affairs of the Partnership to be conducted in an efficient and businesslike
manner.
(b) Neither any General Partner nor any Affiliate of a General Partner shall be
obligated to present any particular investment or business opportunity to the Partnership even if
the opportunity is of a character which, if presented to the Partnership, could be undertaken by the
Partnership. Each General Partner and its Affiliates shall have the right to undertake any such
opportunity for itself or for its own account or on behalf of another or to recommend any such
opportunity to others.
5.08 Successor General Partners. If at any time there is no General Partner or
if the General Partner is incapacitated,the Limited Partners shall select a successor General Partner
by consent of Partners possessing a majority of the Limited Partner Percentage Interests.
ARTICLE 6
RIGHTS AND OBLIGATIONS OF PARTNERS
6.01 Management of Business. Except as otherwise expressly provided herein,
no Partner or other Owner shall have any voting rights in the Partnership,or participate in or have
any control over the management of the Partnership or the Partnership's business and affairs, and
shall not have any power or authority to act for or bind the Partnership unless (a) such Person is
acting within its authority as General Partner,or(b) such Person is employed or engaged to transact
any such business by or on behalf of a General Partner or the Partnership. The transaction of any
such business by a Partner employed or engaged to do so by or on behalf of a General Partner or
the Partnership shall not be deemed to constitute participation in control of the Partnership and
shall not affect, impair, or eliminate the limitations on the liability of a Partner under this
Agreement.
6.02 Consent. Where this Agreement permits or requires action by or approval
of the Limited Partners, except as expressly provided herein, any such action or approval shall
require a vote in favor thereof by the Limited Partners representing a majority of the Percentage
Interests owned by the Limited Partners. For purposes of the preceding sentence,a Limited Partner
who is prohibited from participating in any such action pursuant to this Agreement, by law or
Lynx Investments, LLLP Page 12
otherwise, shall be treated as not being a Limited Partner in determining the Percentage Interests
owned by each other Limited Partner.
6.03 No Right of Partition. No Partner or other Owner shall have the right to
seek or obtain partition by court decree or operation of law of any Partnership Property, or the
right to own or use particular or individual Partnership Property.
6.04 Outside Activities. A Partner may have business interests and engage in
business activities in addition to those relating to the Partnership, including business interests and
activities that compete with the Partnership. Neither the Partnership nor any Partner shall have
any rights by virtue of this Agreement in any business interests or activities of any other Partner.
6.05 Access to litfarfnation. In addition to the right to receive the information
to be provided pursuant to Section 7.02,each Partner shall have the right,upon reasonable demand
and for any purpose reasonably related to its Ownership Interest, to obtain such information
regarding the Partnership's affairs as is specified in the Act.
6.06 Transactions with the Partnership. Notwithstanding that it may constitute
a conflict of interest, the Partners or their Affiliates may engage in any transaction (including,
without limitation, the purchase, sale, lease or exchange of any property, the lending or borrowing
of money or the rendering of any service or the establishment of any salary, other compensation
or other terms of employment) with the Partnership so long as such transaction is on arms-length
terms, as reasonably determined by the General Partner.
ARTICLE 7
RECORDS AND REPORTS
7.01 Records and Accounting. The Partnership shall maintain complete and
accurate books of account of the Partnership's affairs at the Partnership's principal office, which
books shall be kept confidential by all Owners and which books shall be open to inspection only
by any Partner (or such Person's authorized representative) for any purpose reasonably related to
such Person's investment in the Partnership at such time and at such place as reasonably
determined by the General Partner; provided that, to the maximum extent permitted by applicable
law, without the General Partner's written consent which may be withheld in its sole discretion,
no Owner shall be entitled to copy(or be provided copies of) or inspect(a)any books or schedules
of the Partnership or any other information of the Partnership other than information necessary to
verify such Person's Ownership Interest and Capital Account and (b) any books or schedules of
the Partnership or any other information of the Partnership with respect to any other Person.
7.02 Information.
(a) At the request of an Owner,the General Partner shall furnish to the Owners:
Lynx Invesrnaents, LLLP Page 13
(i) within the earlier of (A) ten (10) days after the filing of the
Partnership's federal income tax return and (B) September 15 of the following Fiscal Year, or as
soon as reasonably practicable thereafter, such Owner's Schedule K-1 for such Fiscal Year; and
(ii) such other information,if any,with respect to the Partnership as may
be necessary for the preparation of such Owner's federal, state and local income tax returns,
including a statement showing such Owner's share of Profits and Losses for such Taxable Year
for federal income tax purposes.
(b) In addition to the information described in this Section 7.02, at the
Partnership's expense, the General Partner shall furnish to each Partner information regarding
Distributions by the Partnership and compensation received by the General Partner for services to
the Partnership, as such Partner may reasonably request from time to time.
(c) The schedules and information referenced in this Section 7.02 may be
dependent upon information to be provided to the General Partner by Persons in which the
Partnership has invested. Therefore, notwithstanding the foregoing time periods, the General
Partner may furnish such schedules and information to the Owners after the expiration of such
time periods, but as soon as reasonably practicable, following receipt of all financial and other
information necessary or desirable to prepare such documents.
(d) The General Partner may, in its sole discretion, choose to furnish certain or
all of such statements and other information described in this Section 7.02 to the Owners
electronically in lieu of providing the Owners with hard copies of such statements and information.
(e) Any information obtained by an Owner with respect to the affairs of the
Partnership shall, except as may be required by law, be kept strictly confidential.
ARTICLE 8
TAX MATTERS
8.01 Preparation of Tax Returns. The General Partner shall arrange for the
preparation and timely filing of all tax returns required to be filed by the Partnership.
8.02 Tax Controversies. Subject to any requirements of the Code and Treasury
Regulations, the General Partners shall designate one (1) person to be the "partnership
representative" (as defined in Code Section 6223), and the General Partners may remove the
partnership representative for any reason. The partnership representative is authorized to represent
the Partnership before the Internal Revenue Service and any other governmental agency with
jurisdiction,and to sign such consents and to enter into settlements and other agreements with such
agencies as the partnership representative deems necessary or advisable.
Lynx Investments, LLLP Page 14
ARTICLE 9
AMENDMENTS
This Agreement may be amended or modified by a written instrument adopted by
the General Partners; provided, however, no such amendment shall reduce any Partner's rights,
including its share of Distributions and Profits, or increase any Partner's obligations, including its
share of Losses, without the consent of a majority of Percentage Interests of the adversely affected
Partners.
ARTICLE 10
TRANSFER OF OWNERSHIP INTERESTS
10.01 Transfers in General. No Owner may Transfer any part or all of its
Ownership Interest unless such Transfer is a Permitted Transfer. A Permitted Transfer means a
Transfer of an Ownership Interest:
(a) to which the General Partner have consented pursuant to Section 10.02;
(b) to a Permitted Transferee;
(c) to a Partner pursuant to such Partner's exercise of its right to purchase an
Ownership Interest pursuant to Section 10,03 or Section 10.10;
(d) to a non-Permitted Transferee (in a Testamentary Transfer, an involuntary
transfer, or a transfer by operation of law) after the Partnership and the Partners have not elected
to purchase such Ownership Interest pursuant to their right of first refusal within the requisite time
period described in Section 10.03; or
(e) to the Partnership.
Any purported Transfer of an Ownership Interest which is not a Permitted Transfer shall be null
and void, shall be of no effect and shall not bind or be recognized by the Partnership or any other
party and the purported transferee shall not become an Owner and shall have no right to any
Partnership Profits, Losses or Distributions or any other rights of an Owner.
10.02 Transfers (to Persons other than Permitted Transferees) with Consent.
An Owner may Transfer any part or all of its Ownership Interest to a Person upon such terms and
conditions as such Transferring Owner may decide, but only with the consent of the General
Partner if the Transferee is not a Permitted Transferee, which consent may be granted or withheld
in the General Partner's sole discretion. Any Transfer pursuant to this section must be completed
within six (6) months from the date of such consent, unless such consent is granted for a
Testamentary Transfer or a shorter period is specified therein.
Lynx Investments, LLL.P Page 15
10.03 Testamentary Transfer; Involuntary Transfer; Transfer by Operation of
Law.
(a) A Testamentary Transfer, an involuntary Transfer or a Transfer by
operation of law of any Ownership Interest to a Person other than a Permitted Transferee to which
the General Partner has not previously consented pursuant to Section 10.02 shall be subject to the
Partnership's and the non-Transferring Limited Partners' right to purchase all or any portion of
such Ownership Interest pursuant to Section 10.03(b); provided, however, that a Partner's or the
Partnership's rights under Section 10.03(b) may be waived in writing by such Partner or by the
Partnership with respect to a particular Transfer. Before such Ownership Interest is Transferred,
the Transferring Owner shall give the non-Transferring Partners and the Partnership written notice
describing the proposed Transfer. In the event such notice of intent is not given or is unable to be
given by the Transferring ❑wner prior to the Transfer, the Transferee of such Transferred
Ownership Interest shall, within thirty (30) days after receiving such Transferred Ownership
Interest, give the non-Transferring Partners and the Partnership written notice. In both cases, the
written notice shall contain a description of the Transferred Ownership Interest; the name, address
(both horne and office),and business or occupation of the Person to whom such Ownership Interest
would be or was Transferred; and any other facts that are or would reasonably be deemed material
to the Transfer. For purposes of this Article, all references to a notice pursuant to this
Section 10.03 shall be a reference to the first notice containing the required information received
by the Partners, whether such notice is from the Transferor or the Transferee of a Transferred
Ownership Interest.
(b) After the notice required by Section 10.03(a) or Section 10.10 containing
the required information (the "Required Notice") has been given, the Partnership and the non-
Transferring Limited Partners shall have the right to purchase all or any portion of the Transferred
Ownership Interest as provided herein:
(i) The Partnership may elect to purchase all or any portion of the
Transferred Ownership Interest for the Fair Market Value (as of the date of the event giving rise
to the Transfer to which this Section 10.03 applies) of such Transferred Ownership Interest, by
giving written notice ❑f such election (the "Election Notice") to the Transferring Owner and the
non-Transferring Limited Partners within thirty(30)days after the Required Notice has been given
to the Partnership.
(ii) If the Partnership has not elected to purchase all ❑f the Transferred
Ownership Interest within thirty (30) calendar days after the Required Notice has been given to
the Partnership,each non-Transferring Limited Partner may elect to purchase all or any portion of
its pro rata portion of the Transferred Ownership Interest the Partnership has not elected to
purchase (derived from a fraction the numerator of which is such non-Transferring Limited
Partner's Percentage Interest and the denominator of which is the sum of the Percentage Interests
of all non-Transferring Limited Partners) for the Fair Market Value (as of the date of the event
giving rise to the Transfer to which this Section 10.03 applies) of such portion of the Transferred
Lvnx Investments, LLLP Page 16
Ownership Interest,by giving written notice of such election(the"Supplemental Election Notice")
to the Transferring Owner within twenty(20) days after transmittal of the Election Notice,or if no
Election Notice has been given, within fifty (50) days after the Required Notice has been given to
the Partnership. Any portion of the Transferred Ownership Interest not elected to be purchased at
the end of such 20-day or 50-day period shall be reoffered by the Transferring Owner on a pro rata
basis to each non-Transferring Limited Partner that has elected to purchase its pro rata share of the
Transferred Ownership Interest each twenty (20) days until the earlier to occur of(A) all of such
Transferred Ownership Interest is acquired or (B) no non-Transferring Limited Partner wishes to
purchase any further interest.
(iii) If the Partnership and/or the non-Transferring Limited Partners have
elected to purchase all or any portion of the Transferred Ownership Interest from the Transferring
Owner, such purchase shall be consummated as soon as practicable after the foregoing process is
completed.
(c) If the Partnership and/or the non-Transferring Limited Partners exercise
their right of first refusal to purchase all or any of the Transferred Ownership Interest pursuant to
Section 10.03(a), such purchase price shall be paid at each buyer's option either(A) the mid-term
Applicable Federal Rate, compounded annually, with interest payable in annual installments and
the entire balance of the unpaid principal and accrued interest payable in a single "balloon"
payment on or before the date that is nine (9) years after the date of closing; or (B) the Ion.--term
Applicable Federal Rate, compounded annually, with interest payable in annual installments and
the entire balance of the unpaid principal and accrued interest payable in a single "balloon"
payment on or before the date that is twenty (20) years after the date of closing. As applicable,
each buyer shall give the Transferring Owner a promissory note as evidence of this debt. Any part
or all of the remaining balance of the obligation under the note may be prepaid at any time without
penalty or premium.
10.04 Complete Transfer of Ownership Interest. A Partner ceases to be a Limited
Partner hereunder upon the Transfer of all of its Ownership Interest.
10.05 Transfers Expressed in Percentage Interest. All Transfers of Ownership
Interests shall be expressed in terms of a Percentage Interest.
10.06 Transfer Fees and Expenses. The Transferor and Transferee of any
Ownership Interest shall be jointly and severally obligated to reimburse the Partnership for all
reasonable expenses (including attorneys' fees and expenses)of any Transfer or proposed Transfer
of such Ownership Interest, whether or not consummated.
10.07 Other Limitations. In order to permit the Partnership to qualify for the
benefit of a "safe harbor" under Code Section 7704, notwithstanding anything to the contrary in
this Agreement, no Transfer shall be permitted or recognized (within the meaning of Treasury
Regulation Section 1.7704-1(d)) by the Partnership or the Owners if and to the extent that such
Lynx Investments, LLLP Purge 17
Transfer would cause the Partnership to have more than one hundred (100) partners (within the
meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury
Regulation Section 1.7704-1(h)(3)), unless the General Partner has first consulted with legal
counsel and determined that such Transfer would not cause the Partnership to be deemed to be a
publicly traded partnership.
10.08 Effective Date. Any Transfer and any related admission of a Person as a
Partner in compliance with this Article 1❑ shall be deemed effective on such date that the
Transferee or successor-in-interest complies with the requirements of this Agreement.
10.09 Owners of Record. The Partnership shall be entitled to treat a record Owner
of any Ownership Interest as the absolute owner thereof and shall incur no liability for distributions
of cash or other property made in good faith to such Owner until such time as a Transfer of such
Ownership Interest is made pursuant to the terms and conditions of this Article 10 and has been
recorded on the books of the Partnership.
10.10 Spouse as Owner.
(a) An Owner shall be a "spouse-Owner" for purposes of this Section if:
(i) such Owner is a spouse of a descendant of Gregory T. Huarte and
Laurie J. Huarte and either party to the marriage files a petition for legal separation or for
dissolution of marriage, or
(ii) such Owner was a spouse of a descendant of Gregory T. Huarte and
Laurie J. Huarte until the death of the descendant of Gregory T. Huarte and Laurie J. Huarte to
whom such spouse was married and such Owner has remarried.
(b) The spouse-Owner shall give the Partnership and the other Partners written
notice of the event triggering spouse-Owner status within ninety(90)days of such event,but failure
to provide such notice within ninety (90) days shall not prejudice the Partnership's and the other
Partners' rights pursuant to this Section.
(c) The Partnership and the Limited Partners who are not spouse-Owners shall
have an ongoing and continuous right to purchase all or any portion of any spouse-Owner's
Ownership Interest in the manner set forth in Section 10.03(b) and (c). For such purpose, (i) the
spouse-Owner shall be considered a Transferring Owner, (ii) the spouse-Owner's Ownership
Interest shall be considered a Transferred Ownership Interest, (iii) the Required Notice shalt be
deemed given any time the Partnership or any other Limited Partner gives to the spouse-Owner,
the Partnership and all other Partners a written notice of intent to purchase the spouse-Owner's
Ownership Interest, and (iv) the Fair Market Value ❑f such interest shall be determined as of the
written notice date. Such notice may be given more than once, at any time and from time to time.
LYnX Investments, LLLP Page 18
ARTICLE 11
ADMISSION OF PARTNERS; EFFECT OF TRANSFERS
11.01 Effect of Transfer. Following a Permitted Transfer:
(a) The Transferee shall be treated as having, made all of the Capital
Contributions in respect of, and received all of the Distributions in respect of, such Transferred
Ownership Interest, shall succeed to the Capital Account associated with such Transferred
Ownership Interest, and shall receive Distributions and allocations of Profits and Losses pursuant
to Article 4 and Article 13 in respect of such Transferred Ownership Interest.
(b) Profits, Losses and other items or Distributions shall be allocated between
the Transferor and the Transferee according to Code Section 706, with Distributions made before
the effective date of such Transfer paid to the Transferor, and Distributions made after such date
paid to the Transferee.
(c) The Transferee of an Ownership Interest will (i) automatically become a
Limited Partner entitled to all the rights of a Limited Partner with respect to such Transferred
Ownership Interest if such Transferee is a Permitted Transferee, or (ii) become an Assignee with
respect to such Transferred Ownership Interest unless and until admitted as a Limited Partner with
respect to such Transferred Ownership Interest by the General Partner in the General Partner's sole
discretion. Until a Transferee is admitted as a Limited Partner, the last Transferor of such
Transferred Ownership Interest who was a Limited Partner with respect thereto shall retain the
right to vote such Transferred Ownership Interest.
(d) Acceptance of a Transferred Ownership Interest shall constitute an
agreement by the Transferee to be bound by the terms and conditions of this Agreement and to
execute, upon the General Partner's request, a written undertaking to be bound by the terms and
conditions of this Agreement and such other documents and instruments as the General Partner
determines to be necessary or appropriate in connection with the Transfer of such Ownership
Interest to such Person.
11.02 Representations of New Owners. Each Owner represents, warrants or
acknowledges, to the extent required under applicable laws, that (a) the Owner's interest in the
Partnership is intended to be and is being acquired solely for the Owner's own account for the
purpose of investment and not with a view to any sale or other disposition of all or any part thereof,
(b) the Owner is aware that interests in the Partnership have not been registered under the
Securities Act,that such interests cannot be sold or otherwise disposed of unless they are registered
thereunder or unless an exemption from such registration is available, that the Partnership has no
present intention of so registering such interests under the Securities Act, and that accordingly
such Owner is able and is prepared to bear the economic risk of making an investment in the
Partnership and to suffer a complete loss of investment, and (c) the Owner's knowledge and
experience in financial and business matters are such that the Owner is capable of evaluating the
Lynx Invesiments, LLLP Page 19
risks of making an investment in the Partnership. The foregoing representations and warranties
may be relied upon by the Partnership and by the other Owners in connection with each Owner's
investment in the Partnership.
11.03 Effect of Death or Incapacity. Except as otherwise provided herein, the
death or Incapacity of an Owner shall not dissolve or terminate the Partnership.
ARTICLE 12
DISSOCIATION OR REMOVAL OF PARTNERS
12.01 Dissociation of a General Partner. A General Partner may dissociate from
the Partnership in accordance with the provisions of Section 30-24-603 of the Act, by giving to
the Owners written notice including the effective date of the dissociation.
12.02 Dissociation of Owner. An Owner may not dissociate from the Partnership.
12.03 No Removal of Owners. No Partner or group of Partners shall have the
right to remove any other Owner of the Partnership.
ARTICLE 13
DISSOLUTION AND LIQUIDATION
13.01 Dissolution. The Partnership shall dissolve, and its affairs shall be wound
up, upon the first to occur of the following:
(a) the unanimous consent of the General Partners;
(b) an Event of Dissociation of a General Partner who is the sole General
Partner, subject to Section 13.02; or
(c) an entry of a decree of judicial dissolution under the Act (as currently
provided in Section 30-24-801 of the Act).
13.02 Election to Continue the Partnership.
(a) If there is an Event of Dissociation of a General Partner and at least one
General Partner is still acting, the business of the Partnership may continue to be carried on by the
remaining General Partners. If there is an Event of Dissociation of a General Partner and no other
General Partner is still acting, the business of the Partnership may continue to be carried on if
within two hundred seventy (270) days after such Event of Dissociation of a General Partner, the
Partners representing a majority of the Percentage Interests owned by the Partners elect to continue
the business of the Partnership and appoint,effective as of the date of the Event of Dissociation ❑f
a General Partner, one ❑r more General Partners.
Lynx hivestmews, LLLP Page 20
(b) Upon an Event of Dissociation of a General Partner, if no other General
Partner is still acting, the Liquidator shall continue to operate the Partnership's business in the
ordinary course with a view to conserving the Partnership Property during the specified period
within which a successor General Partner may be admitted.
13.03 Liquidatioit.
(a) If the Partnership is dissolved as provided above in this Article 13, the
General Partner shall serve as the "Liquidator," or if there is more than one General Partner, the
General Partners shall designate one General Partner to serve as the Liquidator, or if there is no
General Partner, the Limited Partners shall designate a Person as the Liquidator. Except as
expressly provided in this Article 13,the Liquidator shall have and may exercise all of the powers
conferred upon a General Partner under this Agreement (but subject to all of the applicable
limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary
or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of
the Liquidator hereunder for and during such period of time as shall be reasonably required in the
good faith judgment of the Liquidator to complete the winding up and liquidation of the
Partnership. The Liquidator shall receive as compensation for its services (i) if the Liquidator is a
General Partner, the compensation and reimbursements specified in Section 5.04, or (ii) if the
Liquidator is not a General Partner, a reasonable fee plus reasonable out-of-pocket costs or such
other compensation as the General Partner may approve,
(b) The Liquidator may liquidate the Partnership Property, and shall apply and
distribute the proceeds of such liquidation and any uniiquidated Partnership Property, in the
following order of priority, unless otherwise required by mandatory provisions of applicable law:
0) First, to creditors, including Owners (and former Owners) who are
creditors, to the extent permitted by law, in satisfaction of liabilities of the Partnership, including
liabilities for unpaid Distributions to which any Owner (or former Owner) is then entitled under
Section 4.01 (distributions); and
(H) Second, to the Owners, in proportion to their respective Percentage
Interests.
13.04 Orderly Liguidatiora. A reasonable time shall be allowed for the orderly
liquidation of the Partnership Property and the discharge of liabilities so as to minimize the losses
normally attendant upon liquidation. The Liquidator (or the Partners) shall, however, if possible,
consistent with the preceding sentence, dispose of Partnership Property and effect distributions to
the Owners within one hundred eighty (180) days after the date of dissolution of the Partnership.
13.05 Cancellatimi of Certificate. Upon the completion of the distribution of
Partnership Property as provided in Section 13.02, the Partnership shall be terminated, and the
Lynx Investments, LLLP Page 21
Liquidator (or the Partners) shall cause the cancellation of the Certificate and all qualifications of
the Partnership as a foreign partnership in jurisdictions other than the State of Idaho.
13.06 Covenant Not to Cause Dissolution. To the extent that governing law may
empower any Owner or group of Owners to cause the dissolution of the Partnership at any time,
then, notwithstanding such provision, each Owner hereby covenants and agrees not to cause the
dissolution of the Partnership by its individual action (or to participate in any action of a group of
Owners not approved by the General Partner) pursuant to such provision and, in the event that any
Owner causes the Partnership to be dissolved, or this Agreement to be terminated, prior to the
occurrence of any event of dissolution or termination otherwise provided for herein, such Owner
shall be liable to all other Owners for all damages resulting from such dissolution or termination.
ARTICLE 14
LIABILITY AND INDEMNIFICATION OF PARTNERS AND OTHERS
14.01 Limitation of Liability for Debts, Obligations and Liabilities of the
Partnership. The Partnership is a limited liability limited partnership under the Act. Except as
otherwise provided by applicable laws, the debts, obligations and liabilities of the Partnership,
whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities
of the Partnership, and no Partner shall be obligated personally for any such debt, obligation or
liability of the Partnership solely by reason of being an Owner or Partner, and a Partner's liability
shall be limited to such Partner's undistributed Capital Contribution and share of any undistributed
net Profits; provided that an Owner shall be required to return to the Partnership any Distribution
made to it in clear and manifest accounting or similar error. The immediately preceding sentence
shall constitute a compromise to which all Owners have consented within the meaning of the Act.
Notwithstanding anything contained herein to the contrary,the failure of the Partnership to observe
any formalities or requirements relating to the exercise of its powers or management of its business
and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on
the Partners for liabilities of the Partnership.
14.02 Limitations of Liability for Acts and Omissions. A General Partner shall
be liable to the Partnership for acts or omissions determined by the final decision of a court of
competent jurisdiction to have constituted gross negligence or intentional misconduct in the
management of the Partnership; but a General Partner (including, with the General Partner's
written consent, the General Partner's or the Partnership's representatives, affiliates, directors,
managers, officers, employees and agents (hereinafter collectively a "GP's representative")) shall
not be liable to the Partnership, any third party, any Owner or representative, or any manager,
officer or employee of the Partnership for any acts or omissions that do not constitute gross
negligence or intentional misconduct, including the negligence, strict liability or other fault or
responsibility (short of gross negligence or intentional misconduct) of such General Partner
(including, with the General Partner's written consent,a GP's representative); and the Partnership
shall indemnify such General Partner (including, with the General Partner's written consent, a
GP's representative) as described in Section 14.03. The General Partner may exercise any of the
Lvix hivestments, LLLP Page 22
powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder
either directly or by or through its agents, and the General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by the General Partner in good
faith.
14.03 Indemnification. The Partnership shall indemnify and hold harmless the
General Partner and GP's representatives (each an "Indemnified Person") from and against any
and all losses, claims, damages, liabilities, expenses (including legal fees and expenses),
judgments, fines, settlements, and other amounts relating to any and all claims, demands, actions,
suits, or proceedings, whether civil, criminal, administrative, or investigative, that relate to the
Indemnified Person's status or activities as a General Partner or GP Representative of the
Partnership or to the Partnership's property, business, or affairs; provided that (unless the other
General Partners, or if none the Limited Partners, otherwise consent) no Indemnified Person shall
be indemnified for any expenses, liabilities and losses suffered that are attributable to such
Person's gross negligence, willful misconduct or knowing violation of law, or for any present or
future breaches of any representations, warranties or covenants by such Indemnified Person
contained herein or in any other agreement with the Partnership, or for any losses incurred by the
Partnership. Expenses, including attorney fees, incurred by any such Indemnified Person in
defending a proceeding shall be paid by the Partnership in advance of the final disposition of such
proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of
such Indemnified Person to repay such amount if it shall ultimately be determined that such
Indemnified Person is not entitled to be indemnified by the Partnership.
The right to indemnification and the advancement of expenses shall not be exclusive of
any other right which an Indemnified Person may have or hereafter acquire under any statute,
agreement, vote of the General Partners or otherwise.
14.04 Insurance. The Partnership may maintain insurance, at its expense, to
protect any Indemnified Person against any expense, liability or loss described in Section 14.03
above whether or not the Partnership would have the power to indemnify such Indemnified Person
against such expense, liability or loss under the provisions of Section 14.03.
14.05 Payment of Indemnity. Notwithstanding anything contained herein to the
contrary (including in this Section 14.05), any indemnity by the Partnership relating to the matters
covered in this Article shall be provided out of and to the extent of Partnership assets only and no
Partner (unless such Partner-otherwise agrees in writing or is found in a final decision by a court
of competent jurisdiction to have personal liability on account thereof)shall have personal liability
on account thereof or shall be required to make additional Capital Contributions to help satisfy
such indemnity of the Partnership.
14.06 Invalidation. If this Article 14 or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Partnership shall nevertheless
indemnify and hold harmless each Indemnified Person pursuant to this Article 14 to the fullest
Lynx bivestr+ments, LLLP Page 23
extent permitted by any applicable portion of this Article 14 that shall not have been invalidated
and to the fullest extent permitted by applicable law.
ARTICLE 15
GENERAL PROVISIONS
15.01 Power of Attorney. Each Owner hereby irrevocably constitutes and admits
the General Partner and the Liquidator, with full power of substitution, as such Owner's true and
lawful agents and attorneys-in-fact, to execute, swear to, acknowledge, verify, deliver, file and
record, in the Owner's or its assignee's name,place,and stead, all in accordance with the terms of
this Agreement, all instruments, documents and certificates which may from time to time be
required by the laws of the United States, the State of Idaho, all other jurisdictions in which the
Partnership may conduct business or own property, or any political subdivision or agency thereof
to effectuate, implement and continue the valid existence of the Partnership, including the power
and authority to execute, swear to, acknowledge, verify, deliver, file and record:
(a) all certificates and other instruments, including any amendments to this
Agreement or the Certificate, which the General Partner deems appropriate or necessary to form,
qualify or continue the Partnership as a partnership in the State of Idaho and all other jurisdictions
in which the Partnership conducts or plans to conduct its affairs;
(b) any amendment, change, modification, or restatement of this Agreement in
accordance with its terms that the General Partner deems appropriate to (i) reflect the addition,
substitution or removal of any Limited Partner or General Partner according to this Agreement,
(h) reflect any other amendment or modification to this Agreement, but only if such amendment
or modification is duly adopted in accordance with the terms hereof or (iii) facilitate the
implementation of the terms of this Agreement s❑ long as such instruments do not alter the rights
and obligations of the Limited Partners under the terms of this Agreement;
(c) all conveyances and other instruments or documents which the General
Partner deems appropriate or necessary to effect the dissolution and liquidation of the Partnership
pursuant to the terms of this Agreement, including a certificate of cancellation; and
(d) all instruments relating to the admission, withdrawal, or substitution of any
Partner pursuant to this Agreement.
The foregoing power of attorney is irrevocable and coupled with an interest, and shall
survive the death, incompetency, disability, Incapacity, dissolution, bankruptcy, insolvency, or
termination of any Owner and the Transfer of all or any portion of the Owner's Ownership Interest
and shall extend to the Owner's heirs, successors, assigns, and personal representatives. Any
Person dealing with the Partnership may conclusively presume and rely upon the fact that any
instrument referred to above,executed by such agents and attorneys-in-fact, is authorized, regular
and binding, without further inquiry.
Lynx Invest►nents, LLLP Page Z4
15.02 Alternative Dispute Resolution Procedures. Any and all disputes relating
to, arising out of, or involving the provisions of this Agreement shall be addressed by the parties
to such dispute (the "Parties" and each a "Party") as provided in this Section 15.02.
(a) .Negotiations. In the event that any dispute may arise, the Parties shall first
seek to resolve any disputes by negotiations between representatives which have authority to settle
the controversy.
(i) Notification. When a Party believes there is a dispute relating to this
Agreement, the Party shall give the other Party written notice of the dispute as provided. in
Section 15.04 of this Agreement.
(ii) Meetings. The representatives of the Parties shall meet at a mutually
acceptable time and place within thirty (30) days after the date of the notice to exchange relevant
information and to attempt to resolve the dispute. If the representative of a Party intends to be
accompanied at a meeting by an attorney, the other Party's representative shall be given at least
three (3) business days' notice of such intention and may also be accompanied by an attorney.
(iii) Confidentialit,. All negotiations are confidential and shall be
treated as compromise and settlement negotiations under the State of Idaho Rules of Evidence.
(b) Mediation. If the dispute has not been resolved within thirty(30) days after
the date of the notice of a dispute, or if the Party receiving such notice fails or refuses to meet
within such time period, either Party may initiate mediation of the dispute by sending the other
Party a written request that the dispute be mediated. The Party receiving such a written request
will promptly respond to the requesting Party so that all parties can Jointly select a neutral and
impartial mediator and schedule the mediation session. The parties shall mediate the dispute
before a neutral, thirty-party mediator within thirty (30) days after the date of the written request
for mediation.
(c) Arbitration. If a dispute has not been resolved within sixty (60) days after
the original notice of a dispute or within thirty (30) days after the date of a request for mediation,
whichever is later, then either Party may initiate arbitration proceedings. Notwithstanding the
foregoing provisions, if either Party deems that time is of the essence in resolving the dispute, it
may initiate arbitration and seek interim measures under the subsection titled "Interim Measures"
of this Section, if appropriate, and then comply with the requirements for negotiations and
mediation as long as they are fully completed before the commencement of the final hearing on
the merits in the arbitration proceeding.
(d) ScopefFinal and Binding. Any dispute, controversy or claim, of any and
every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out
of, connected with, or relating in any way to this Agreement, the relationship of the Parties, the
obligations of the Parties under this Agreement, including without limitation,any dispute as to the
Lynx Investments, LLLP Page 25
existence, validity, construction, interpretation, negotiation, performance, non-performance,
breach, termination,or enforceability of this Agreement, shall be settled through final and binding
arbitration, it being the intention of the Parties that this is a broad form arbitration agreement
designed to encompass all possible disputes among the Parties relating to this Agreement.
(e) Institutional Arbitration. The arbitration shall be conducted before a single
arbitrator in accordance with the Commercial Arbitration Rifles of the American Arbitration
Association ("AAA") as in effect on the date of commencement of the arbitration proceeding (the
"AAA Rules"). The arbitration panel shall apply the State of Idaho Rules of Evidence to all
evidentiary questions arising in the course of the arbitration, and shall apply the State of Idaho
Rules of Civil Procedure to the conduct of discovery in the course of the arbitration.
(f) Place of Arbitration. Unless otherwise agreed in writing by all Parties to
the arbitration, the situs of the arbitration under this Agreement shall be Boise, Idaho.
(g) Entry of Judgment. Judgment on the award of the arbitral tribunal may be
entered by any court of competent jurisdiction.
(h) Interim Measures. The arbitrator may grant interim measures including
injunctions, attachments and conservation orders in appropriate circumstances, which measures
the Parties agree may be immediately enforced by the arbitrator or by court order. Hearings on
requests for interim measures may be held in person, by telephone or by video conference, and
requests for relief, responses, briefs or memorials may be sent to, and orders or awards received
from, the arbitrators by facsimile or other similar means which include a confirmation of delivery.
Notwithstanding the requirements for alternative dispute resolution procedures (such as
negotiation and mediation), prior to the constitution of the arbitration tribunal and thereafter as
necessary to enforce the arbitrators' rulings or in the absence of the jurisdiction of the arbitrators
to rule on interim measures in a given jurisdiction, any Party may apply to a court for interim
measures, and the Parties agree that seeking and obtaining such measures shall not waive the right
to arbitration.
W Costs and Attorney's Fees. In the event of any action, arbitration or
litigation to enforce this Agreement, for interpretation or construction of this Agreement, or on
account of any default under or breach of this Agreement, the nonprevailing Party to such action,
arbitration or litigation covenants and agrees to pay to the prevailing Party therein, in addition to
all other relief, all costs and expenses, expressly including, but not limited to, actual attorneys'
fees (regardless of any otherwise applicable court schedule for the determination of such costs,
expenses and attorneys' fees) incurred by such prevailing Party in connection with such action,
arbitration or litigation, including, but not limited to, any appeal thereof, which costs, expenses
and attorneys' fees shall be included in and as a part of any judgment rendered in such action,
arbitration or litigation. The arbitral tribunal is shall make an award of costs and attorney's fees in
accordance with this subsection.
Lynx rnvesements, LLLP Page 2G
0) Punitive Damages. Penal, punitive, treble, multiple, consequential,
incidental or similar damages may not be recovered or awarded.
(k) Confidentiality. Except to the extent necessary to enforce the arbitration,
agreement or award, to enforce other rights of the Party, or as required by law, the Parties, their
employees, managers, officers, directors, counsel, consultants, and expert witnesses, shall
maintain as confidential the fact of the arbitration proceeding,the arbitral award,contemporaneous
or historical documents exchanged or produced during the arbitration proceeding, and memorials,
briefs or other documents prepared for the arbitration.
(1) Waiver of Appeals. To the extent permitted by law, right to appeal from or
to cause a review of any arbitral award by any court is hereby waived by the Parties.
(m) Summary Disposition. The arbitrators are hereby authorized, if they
consider it appropriate, to decide any disputes by summary disposition on the documents and
written testimony without hearing oral testimony.
(n) Draft of the Proposed Award. Prior to rendering the final award,the arbitral
tribunal shall submit to the Parties an unsigned draft of the proposed award and each Party,within
ten (10)business days after receipt of such draft award, may serve on every other Party a file with
the tribunal a written statement commenting upon any alleged errors of fact, law, computation, or
otherwise. The tribunal shall endeavor to render its final award within ten(10)business days after
the receipt of the letter of the written statements of the Parties.
15.03 Further Action. The parties hereto shall execute and deliver all documents,
provide all information and take or refrain from taking action as may be necessary or appropriate
to achieve the purposes of this Agreement.
15.04 Notice. Any and all notices, elections,demands, solicitations of consent or
approval and other communications permitted or required to be made under this Agreement shall
be in writing, signed by the Person giving such notice, election, demand, solicitation or
communication and shall be delivered personally, transmitted by facsimile or sent by overnight
courier or registered or certified mail, return receipt requested, to the other party, at such party's
address set forth in the Partnership records. Notices shall be deemed to have been given on the
date personally delivered or transmitted by facsimile with confirmation of receipt or, if mailed or
sent by overnight courier, on the date sent.
15.05 No Delivery of Certificates. The General Partner is not required to deliver
copies of any certificate or amendment or cancellation to the Owners.
15.06 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and, subject to the restrictions on Transfer set forth above, their heirs,
successors, assigns,executors, administrators, and legal representatives.
Lynx Itivesrraenrs, LLLP Page 27
15.07 Captions. Titles or captions for the Articles or Sections contained in this
Agreement are inserted only as a matter of convenience and for reference, and in no way define,
limit,extend, or describe the scope of this Agreement or the intent of any provision hereof.
15.08 Counterparts. This Agreement may be executed in counterparts (including
by means of facsimile), all ❑f which together shall for all purposes constitute one Agreement,
binding on all the parties notwithstanding that all parties have not signed the same counterpart.
15.09 Applicable Law. This Agreement and the rights and obligations of the
Partners and Owners hereunder shall be construed in accordance with and be governed by the
internal laws of the State of Idaho, without regard to the principles of conflicts of law.
15.10 Severance. If any provision of this Agreement or the application thereof to
any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this
Agreement and the application of that provision to other Persons or circumstances is not affected
thereby and that provision shall be enforced to the greatest extent permitted by law.
15.11 Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto pertaining to the subject matter hereof, and supersedes all prior-agreements and
understandings pertaining thereto, if any.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Unx Investments, LLLP Page 28
IN WITNESS WHEREOF, the undersigned have executed or caused to be
executed on their behalf this Agreement as of the date first above written.
By its Partners:
GENERAL PARTNERS:
Huarte Family Trust UITIA dated May 17, 2011
By. & �
Gregor rHuarte,vrrustee
By
Laurie ar , irt6tee
JosepVb. Hu
LIMITED PARTNERS:
Jaime A. Eddy
J ine L. Huarte,L�
JoSeA D. HL4rte
Erin E. McCoy
9
J cobse
LPIX Investments, LL.LP Page 29
IN WITNESS 'WHEREOF, the undersigned have executed or caused to be
executed on their behalf this Agreement as of the date first above written.
By its Partners:
GENERAL PARTNERS:
Huarte Family Trust U/TIA dated May 17, 2011
By:
Gregory T. Huarte, Trustee
By:
Laurie J. Huarte, Trustee
Joseph D. carte
LIMIT RTNERS:
J,4be A. Eddy
Janine L. Huarte
Joseph D. carte
c
Erin E. McCoy
Julie M. Jacobsen
Lynx investments, LLLP Page 29
LYNX INVESTMENTS,LLLP
OPERATING AGREEMENT
SCHEDULE A
GENERAL PARTNERS: Percentajze Interest
Huarte Family Trust U/TIA dated 1.500%
May 17, 2011
Joseph D. Huarte 0,500%
TOTAL GENERAL PARTNER 2.000%
LIMITED PARTNERS: Percentage Interest
Jaime A. Eddy 19.600%
Janine L. Huarte 19.600%
Joseph D. Huarte 19.600%
Erin E. McCoy 19.600%
Julie M. Jacobsen 19.600%
TOTAL LIMITED PARTNER 99.000%
TOTAL ALL PARTNERS 100.00%
Lynx Investments, LLLP—Schedule A Page 30
APPENDIX A
"Act" means the Uniform Limited Partnership Act, Idaho Code Title 30,
Chapter 24, §30-24-101 et seq., as it may be amended from time to time, and any successor to the
Act.
"Adjusted Capital Account Deficit" means, with respect to an Owner, the deficit
balance, if any, in the Capital Account of such Owner, after giving effect to the following
adjustments:
(a) credit to such Capital Account of any amounts that the Owner is obligated
to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or deemed obligated to
restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1)
and 1.704-2(i)(5), or any successor provisions thereof, and
(b) debit from such Capital Account the items described in Treasury Regulation
Sections 1.704-1(b)(2)(ii)(d)(4),(5) and(6).
"Affiliate" has the meaning of that term under Rule 144 of the Securities and
Exchange Commission.
"Agreement" means this Limited Liability Limited Partnership Agreement of
Lynx Investments, LLLP, as it may be amended, supplemented or restated from time to time.
"Applicable Federal Rate" means the applicable federal rate as defined in
Section 1274(d) of the Code for a debt instrument issued as of the date and with the term of the
promissory note described in Section 10.03(c) of this Agreement.
"Assignee" means a Transferee of an Ownership Interest who has not been
admitted as a Partner with respect to such Transferred Ownership Interest. No Owner who has not
been admitted as a Partner pursuant to this Agreement shall be deemed a"partner"(as that term is
used in the Act) of the Partnership. An Assignee shall not have any right to participate in the
management or affairs of the Partnership, including any right to vote on, consent to or otherwise
participate in any decision of the Managers or Partners, or any right to receive any information
concerning the business affairs of the Partnership, unless expressly provided otherwise herein.
"Book Value" means, with respect to any Partnership Property, the Partnership's
adjusted basis for federal income tax purposes,adjusted from time to time to reflect the adjustments
required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g). For avoidance of
doubt,the Book Value of any property contributed to the Partnership shall, immediately following
Lynx Invesentents, LLLP—Appendix A Page 31
such contribution, equal the Fair Market Value of such property on the date it was contributed to
the Partnership.
"Capital Account" means the capital account maintained for an ❑wner pursuant
to Section 3.03.
"Capital Contribution" means any cash, cash equivalents or the Fair Market
Value of other property contributed or deemed contributed to the Partnership by an Owner.
"Certificate" means the Certificate of Limited Partnership of the Partnership, as it
may be amended or restated from time to time.
"Code" means the United States Internal Revenue Code of 1986, as it may be
amended from time to time, and any successor thereto.
"Descendant" of a natural person means such person's descendants in any degree
of consanguinity, including any descendants born at any time after such natural person's death.
A natural person adopted prior to his or her attaining the age of eighteen (18) years and the
descendants of any such adopted person shall be treated as descendants of the adopting parent or
parents and of anyone who is by blood or adoption an ancestor of the adopting parent or parents
for all purposes herein. A child shall not be considered a descendant of his or her natural or
adoptive parent (or of the ancestors of such parent) after the date of a court ❑rder terminating the
parent's parental rights of the child, unless such parental rights were terminated primarily as a
result of the actions of a party other than the parent.
"Distribution" means any amount distributed by the Partnership to an Owner
pursuant to Section 4.01 (distributions) or Section 13.03(b)(ii) (liquidating distributions).
"Event of Dissociation of a General Partner"means an event that causes a Person
to cease to be a General Partner as provided in Section 12.01 or in Section 30-24-603 of the Act.
"Fair Market Value" as to:
(a) any Ownership Interest means, as ❑f the effective date of a Transfer
pursuant to a right of first refusal as provided in Article 10: the price at which the Ownership
Interest would change hands between a hypothetical willing buyer and a hypothetical willing
seller, neither being under any compulsion to buy or sell and both having reasonable knowledge
of relevant facts. For this purpose, Fair Market Value of such ❑wnership Interest shall be
determined by the General Partner (who may employ a qualified appraiser for such purpose) or,
upon the request of a party to the Transfer, shall be determined by an independent appraisal
performed by a qualified appraiser selected by the General Partner and the decision of such
appraiser shall be conclusive on all parties. The fees and costs of such appraiser shall be paid by
the Transferring Owner in the case of a Transfer pursuant to Article 10.
Lynx Invesonews, LLLP-Appendix A Page 32
(b) any property other than an Ownership Interest means, as of the appropriate
valuation date, the price at which the subject property would change hands between a hypothetical
willing buyer and a hypothetical willing seller, neither being under any compulsion to buy or sell
and both having reasonable knowledge of relevant facts. For this purpose, the Fair Market Value
shall be determined as consistent with paragraph (a) by the General Partner or an independent
appraisal.
"Fiscal Year" of the Partnership means the calendar year.
"General Partner" means each person and entity listed in Schedule A as general
partners and any Person subsequently admitted to the Partnership pursuant to the terms of this
Agreement as a General Partner, until such person ceases to be a General Partner pursuant to the
terms of this Agreement.
"Incapacity" or "Incapacitated" means (a) with respect to a natural person,
(i) such person is under a legal disability (under the laws of such person's domicile) which has
lasted or is expected to continue for at least ninety(90) days, (ii) such person has been certified in
writing to be unable to manage his financial affairs by the principal physician attending to such
person's care, and the General Partner may rely upon written notice of that determination without
any duty to inquire into the authenticity of the certification or any of the facts upon which it is
based, (iii) such person's whereabouts are unknown and the General Partner has not been able to
locate such person for at least ninety(90) days, or(iv) the bankruptcy of such person, and(b) with
respect to any other Person,the bankruptcy,liquidation,dissolution, or termination of such Person.
"Limited Partner" means each person and entity listed in Schedule A as limited
partners and any Person subsequently admitted to the Partnership pursuant to the terms of this
Agreement as a Limited Partner, until such person ceases to be a Limited Partner pursuant to the
terms of this Agreement.
"Liquidator" has the meaning specified in Section 13.03.
"Nonrecourse Deductions" has the meaning set forth in Treasury Regulation
Section 1.704-2(b)(1).
"Owner" means a Partner or an Assignee.
"Ownership Interest" means the entire ownership interest of an Owner in the
Partnership held as an Owner (whether as a Partner or as an Assignee) at any particular time,
including the right(if any)of such Owner to Distributions, Profits and other benefits to which such
Owner may be entitled as provided in this Agreement and under the Act, together with the
obligations of such Owner to comply with all of the terms and provisions of this Agreement and
the Act. Each Ownership Interest shall be expressed as a percentage (the "Percentage Interest")
equal to the ratio (expressed as a percentage) that the Capital Account of such Owner bears to the
Lynx In vestmeii ts, LLLP—Appendix A Page 33
aggregate Capital Accounts of all Owners, as may be adjusted from time to time in accordance
with the provisions of this Agreement. For purposes of this Agreement, Percentage Interests shall
be carried out to at least three decimal places.
"Partner" means a General Partner or a Limited Partner.
"Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulation
Section I304-2(b)(4).
"Partner Nonrecaurse Debt Minimum Gain" has the meaning set forth in
Treasury Regulation Section 1.704-2(i).
"Partner Nonrecaurse Deductions" has the meaning set forth in Treasury
Regulation Section 1.704-2(i), and the amount of Partner Nvnrecourse Deductions with respect to
a Partner Nonrecaurse Debt for a Taxable Year or other period shall be determined in accordance
with the rules of Treasury Regulation Section 1.704-2(i)(2).
"Partnership"means the limited partnership organized pursuant to the Certificate.
"Partnership Minimum Gain" has the meaning set forth in Treasury Regulation
Section 1.704-2(d).
"Partnership Property" means all real and personal property owned by the
Partnership (including cash) and any improvements thereto, and shall include both tangible and
intangible property and. assets.
"Percentage Interest" shall have the meaning ascribed in the definition of
Ownership Interest.
"Permitted Transferee" means any one or more of the following:
(a) the Partnership;
(b) Gregory T. Huarte, Laurie T. Huarte and the descendants of
Gregory T. Huarte and Laurie J. Huarte;
(c) a Partner;
(d) the decedent's estate or guardianship estate of any of the persons listed
in (b) or (c), or a revocable trust substitute for a decedent's estate the applicable operative
provisions ❑f which provide that the Ownership Interest is held exclusively for the benefit of one
❑r more of the persons listed in (b) or(c); and
Lynx Investments, LLLP—Appendix A Page 34
(e) a trust the terms of which provide that any Ownership Interest is held,at the
time of the Transfer to the trust, exclusively for the benefit of one or more of the persons listed
in (b) or(c);
provided, however, for purposes of(d) above, the remaindermen and potential objects of a power
of appointment over a trust shall not be considered in determining whether a trust is exclusively
for the benefit of one or more of the persons listed in (b) or(c).
"Person" means a natural person, partnership (whether general or limited), limited
liability company, trust, estate, association, corporation, custodian, nominee or any other
individual or entity in its own or any representative capacity.
"Prime Rate" means the most recently published U.S. prime rate in the "Money
Rates" section of The Wall Street Journal as in effect from time to time (or, if more than one rate
is published, the highest of such rates). In the event The Wall Street Journal ceases publication or
ceases to publish the "Prime Rate" as described above, the Prime Rate shall be the average per
annum discount rate on ninety-one (91) day bills issued from time to time by the United States
Treasury at its most recent auction, plus three hundred (300) basis points. If no such 91-day bills
are then being issued, the average per annum discount rate shall be the discount rate on such bills
then being issued by the United States Treasury for the period of time closest to ninety-one (91)
days.
"Profits"and"Lasses" means all items of Partnership income and gain,or loss and
deduction, respectively, to be allocated pursuant to Article 4 and to be reflected in the Capital
Accounts, the determination, recognition and classification of any such item to be the same as its
determination, recognition, and classification for federal income tax purposes (including any
method of depreciation, cost recovery or amortization used for this purpose), provided that:
(a) the computation of all items of income, gain, loss, and deduction shall
include income of the Partnership exempt from tax and nondeductible expenditures (as currently
described in Code Section 705(a)(1)(B), Code Section 705(a)(2)(B), or Treasury Regulation
Section 1.704--1(b)(2)(iv)(i)), without regard to the fact that such items are not includible in gross
income or are not deductible for federal income tax purposes;
(b) if the Book Value of any Partnership Property is adjusted because of a
distribution or revaluation of Partnership Property (as currently provided in Treasury Regulation
Section 1.704--1(b)(2)(iv)(e) or (f)), the amount of such adjustment shall be taken into account as
gain or loss from the disposition of such property;
(c) items of income, gain, loss or deduction attributable to the disposition of
Partnership Property having a Book Value that differs from its adjusted basis for tax purposes shall
be computed by reference to the Book Value of such property;
Lynx fnuestments, LLLP—Appendix A Page 35
(d) items of depreciation, amortization and other cost recovery deductions with
respect to Partnership Property having a Book Value that differs from its adjusted basis for tax
purposes shall be computed by reference to the property's Book Value (as currently provided in
Treasury Regulation Section 1.704-1(b)(2)(iv)(g)); and
(e) to the extent an adjustment is required to be made to the Capital Accounts
because of an allowable business credit, depletion of oil and gas properties, or an optional
adjustment to the basis of Partnership Property {as currently provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)0), (k) or (m)), the amount of such adjustment shall be treated as an item
of gain (if the adjustment increases the Capital Accounts) or loss (if the adjustment decreases the
Capital Accounts.
"Securities Act" means the United States Securities Act of 1933, as it may be
amended from time to time, and applicable rules and regulations thereunder, and any successor to
such statute, rules or regulations.
"Taxable Year"means the Partnership's taxable year ending December 31 (or part
thereof, in the case of the Partnership's last taxable year), or such other year as is (a) required by
Section 706 of the Code or(b) determined by the General Partner and permitted by the Code.
"Testamentary Transfer" means a gratuitous Transfer (by will or other
instrument) taking effect at the death of the Transferor or other person.
"Transfer" means, as a noun, a transaction by which an Owner assigns all or any
portion of his Ownership Interest or any interest therein to another Person, including a sale,
assignment, gift, bequest (by will or otherwise), transfer by intestacy, pledge, encumbrance,
hypothecation, mortgage, exchange, distribution from an estate, trust or other entity or any other
disposition. "Transfer" means, as a verb, to voluntarily or involuntarily enter into a transaction
described above as a Transfer. The terms "Transferor," "Transferee," "Transferred" and
"Transferring" have correlative meanings.
"Transferred Ownership Interest" means any Ownership Interest that (a) was
Transferred or(b) is proposed to be Transferred.
"Transferring Owner" means an Owner who makes or proposes to make a
Transfer of its Ownership Interest in accordance with Article 10.
"Treasury Regulations" means the income tax regulations promulgated under the
Code and effective, as amended from time to time.
Lynx Avestmenis, LLLP—Appendix A Page 36
LYNX INVESTMENTS, LLLP
OPERATING AGREEMENT
SCHEDULE B
AGREEMENT OF SPOUSE
I, the spouse of JUG` V ^ herein referred to as the "Partner," recognize and
agree that all ❑f my right, title and interest in the interest of the Partner (the "Ownership Interest")
in Lynx Investments, LLLP (the "Partnership"), including my community interest, if any, in the
Ownership Interest, shall be subject to the provisions of the Lynx Investments, LLLP Partnership
Agreement attached hereto, plus amendments, and in particular without limitation thereto:
1. Upon the death of the Partner, my community interest, if any,and all of my
right, title and interest in and to the ❑wnership Interest standing in the name of the Partner shall
be subject to the provisions of said agreement.
2. The value fixed by the terms of the foregoing agreement shall apply to my
community and/or separate property interests, if any, and that of the Partner in the Partnership.
3. In the event of a sale, pledge and/or assignment of the Ownership Interest
standing in the name ❑f the Partner, pursuant to the provisions of said agreement, I will execute
any and all assignments, documents and instruments ❑f conveyance considered desirable or
necessary by the Partnership to complete the sale, pledge, and/or assignment of the Ownership
Interest.
4. For purposes of management of the Partnership, including any decisions
upon which a vote of the Partner is necessary, the Ownership Interest standing in the name of the
Partner will be represented by the Partner, who shall make all management decisions permitted
with respect to that Ownership Interest and cast all votes to which the Ownership Interest may be
entitled.
5. Any decree of divorce, separate maintenance or property settlement
agreement between the Partner and me shall include a provision that any interest I now own or
hereafter acquire in the Ownership Interest shall either be sold to the Partner upon the terms and
conditions contained therein or shall be granted to the Partner as part of the division ❑f our property
with other offsetting assets being granted to me if the ❑wnership Interest is the Partner's and my
community property.
Lynx Investments, LLLP—Schedule B Page 37
6. If I do not have an interest (community or separate) in the property referred
to herein, then neither the filing of a joint tax return nor the signing of this agreement shall create
such an interest. +
DATED this } day of L f Z .
"spouse'
f
Lyiu hivestmews, LLLP—Schedule B Page 38
LYNX INVESTMENTS,LLLP
OPERATING AGREEMENT
SCHEDULE B
AGREEMENT OF SPOUSE
I, the spouse of , herein referred to as the "Partner," recognize and
agree that all of my right, title and intere in the interest of the Partner (the "Ownership Interest")
in Lynx Investments, LLLP (the "Partnership"), including my community interest, if any, in the
Ownership Interest, shall be subject to the provisions of the Lynx Investments, LLLP Partnership
Agreement attached hereto, plus amendments, and in particular without limitation thereto:
I. Upon the death of the Partner, my community interest, if any, and all of my
right, title and interest in and to the Ownership Interest standing in the name of the Partner shall
be subject to the provisions of said agreement.
2. The value fixed by the terms of the foregoing agreement shall apply to my
community and/or separate property interests, if any, and that of the Partner in the Partnership.
3. In the event of a sale, pledge and/or- assignment of the Ownership Interest
standing in the name of the Partner, pursuant to the provisions of said agreement, I will execute
any and all assignments, documents and instruments of conveyance considered desirable or
necessary by the Partnership to complete the sale, pledge, and/or assignment of the Ownership
Interest.
4. For purposes of management of the Partnership, including any decisions
upon which a vote of the Partner is necessary, the Ownership Interest standing in the name of the
Partner will be represented by the Partner, who shall make all management decisions permitted
with respect to that Ownership Interest and cast all votes to which the Ownership Interest may be
entitled.
5. Any decree of divorce, separate maintenance or property settlement
agreement between the Partner and me shall include a provision that any interest I now own or
hereafter acquire in the Ownership Interest shall either be sold to the Partner upon the terms and
conditions contained therein or shall be granted to the Partner as part of the division of our property
with other offsetting assets being granted to me if the Ownership Interest is the Partner's and my
community property.
Lynx Investments, LLLP—Schedule B Page 37
b. If I do not have an interest (community or separate) in the property referred
to herein, then neither the filing of a joint tax return nor the signing of this agreement shall create
such an interest.
DATED this 0 of u• C} ,
"Spous '
Lynx Investments, LLLP—Schedule B Page 38
LYNX INVESTMENTS,LLLP
OPERATING AGREEMENT
SCHEDULE B
AGREEMENT OF SPOUSE
I, the spouse of 1A%D4 C O al , herein referred to as the "Partner," recognize and
agree that all of my right, title and interest in the interest of the Partner (the "Ownership Interest")
in Lynx Investments, LLLP (the "Partnership"), including my community interest, if any, in the
Ownership Interest, shall be subject to the provisions of the Lynx Investments, LLLP Partnership
Agreement attached hereto, plus amendments, and in particular without limitation thereto:
I. Upon the death of the Partner, my community interest, if any, and all of my
right, title and interest in and to the Ownership Interest standing in the name of the Partner shall
be subject to the provisions of said agreement.
2. The value fixed by the terms of the foregoing agreement shall apply to my
community and/or separate property interests, if any, and that of the Partner in the Partnership.
3. In the event of a sale, pledge and/or assignment of the Ownership Interest
standing in the name of the Partner, pursuant to the provisions of said agreement, I will execute
any and all assignments, documents and instruments of conveyance considered desirable or
necessary by the Partnership to complete the sale, pledge, and/or assignment of the Ownership
Interest.
4. For purposes of management of the Partnership, including any decisions
upon which a vote of the Partner is necessary, the Ownership Interest standing in the name of the
Partner will be represented by the Partner, who shall make all management decisions permitted
with respect to that Ownership Interest and cast all votes to which the Ownership Interest may be
entitled.
5. Any decree of divorce, separate maintenance or property settlement
agreement between the Partner and me shall include a provision that any interest I now own or
hereafter acquire in the Ownership Interest shall either be sold to the Partner upon the terms and
conditions contained therein or shall be granted to the Partner as part of the division of our property
with other offsetting assets being granted to me if the Ownership Interest is the Partner's and my
community property.
Lynx Investments, LLLP—Schedirde B Page 37
b. If I do not have an interest (community or separate) in the property referred
to herein, then neither the filing of a joint tax return nor the signing of this agreement shall create
such an interest.
DATED this day of
"Spouse'
Lynx Investments, LLLP—Schedule B Page 38
LYNX INVESTMENTS,LLLP
OPERATING AGREEMENT
SCHEDULE B
AGREEMENT OF SPOUSE
I, the spouse of �oscf 1 I ra--, herein referred to as the "Partner," recognize and
agree that all ❑f my right, title and interest in the interest of the Partner (the "Ownership Interest")
in Lynx Investments, LLLP (the "Partnership"), including my community interest, if any, in the
Ownership Interest, shall be subject to the provisions of the Lynx Investments, LLLP Partnership
Agreement attached hereto, plus amendments, and in particular without limitation thereto:
1. Upon the death of the Partner, my community interest, if any, and all of my
right, title and interest in and to the Ownership Interest standing in the name ❑f the Partner shall
be subject to the provisions of said agreement.
2. The value fixed by the terms of the foregoing agreement shall apply to my
community and/or separate property interests, if any, and that of the Partner in the Partnership.
3. In the event of a sale, pledge and/or assignment of the Ownership Interest
standing in the name of the Partner, pursuant to the provisions of said agreement, I will execute
any and all assignments, documents and instruments of conveyance considered desirable or
necessary by the Partnership to complete the Sale, pledge, and/or assignment of the Ownership
Interest.
4. For purposes of management of the Partnership, including any decisions
upon which a vote ❑f the Partner is necessary, the Ownership Interest standing in the name ❑f the
Partner will be represented by the Partner, who shall make all management decisions permitted
with respect to that Ownership Interest and cast all votes to which the Ownership Interest may be
entitled.
5. Any decree of divorce, separate maintenance or property settlement
agreement between the Partner and xne shall include a provision that any interest I now own or
hereafter acquire in the Ownership Interest shall either be sold to the Partner upon the terms and
conditions contained therein or shall be granted to the Partner as part of the division of our property
with other offsetting assets being granted to me if the Ownership Interest is the Partner's and my
community property.
Lpu hvesrniews, LLLP—Schedule B Page 37
6. If I do not have an interest (community or separate) in the property referred
to herein, then neither the filing of a joint tax return nor the signing of this agreement shall create
such an interest.
DATED this day ofl, W ,
"Spore V V
Lp ix Avestme+its, LLLP—Schedule B Page 38
EXHIBIT A
PROMISSORY NOTE
$ Boise, Idaho ,
For value received, the undersigned [Delinquent Owner Name and Address] (the
"Borrower"), hereby promises to pay to the order of f Lending Partner Name] (the "Lender"), at
[Address of Lending Member], or at any other place designated at any time by the Lender, in
lawful money of the United States of America and in immediately available funds, the principal
sum of Dollars ($ ), together with
interest on the principal amount hereunder remaining unpaid from time to time, computed on the
basis of the actual number of days elapsed and a 365-day year, from the date hereof until this Note
is fully paid at the rate of[ percent ( %)] per annum, compounded monthly.
The principal hereof and interest accruing thereon shall be due and payable as follows:
IN FULL NINETY (90) DAYS AFTER THE DATE OF THIS NOTE
This Note may be prepaid in whole or in part at any time without penalty. All payments shall
be applied first to the payment of accrued interest and then to the reduction of the principal balance.
In the event that Borrower shall default in payment of this Note or under any agreement
securing this Note, Lender may, in Lender's discretion, notify Borrower in writing of such default
by personal delivery or United States certified mail, return receipt requested, addressed to the
Borrower's address set forth above. If Borrower does not correct the default within ten (10) days
after such notice of default, then Lender, in Lender's discretion, may declare the entire balance of
principal and interest hereunder to be due and payable immediately (time being the essence
hereof).
The Borrower agrees to pay on demand all costs and expenses, including (without limitation)
attorneys' fees, incurred by the Lender in connection with this Note and any other document or
agreement related hereto and the transactions contemplated hereby, including without limitation
all such costs, expenses and fees incurred in connection with the amendment, administration,
performance,collection and enforcement of this Note and all such documents and agreements and
the creation, perfection, protection, satisfaction, foreclosure or enforcement of any agreement or
interest securing this Note.
Presentment for payment, demand, and notice of dishonor and nonpayment, are expressly
waived.
This Note is delivered in the State of Idaho and shall be governed by and construed and
interpreted in accordance with the laws of said State.
DATED this day of ,
[Name of Delinquent Owner]
Lynx Investments,LLLP—Exhibit A Page.39