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HomeMy WebLinkAboutCC - Articles of Incorporation AMENDED AND RESTATED OPERATING AGREEMENT Of Sunrise Rim LLC (an Idaho Limited Liability Company) The undersigned members, by unanimous action hereby amend and restate in its entirety the Operating Agreement of Sunrise Rim LLC (the "Company"), to govern the conduct and affairs of the Company. The members of the Company, Revelation Development, LLC, a Wyoming Limited Liability Company and Lauraan LLC, all Idaho Limited Liability Company, agree as set forth in the following articles and sections. RECITALS WHEREAS, the original Operating Agreement for Sunrise Rim, LLC, a Idaho limited liability company, is dated February 2, 2006, as amended, and this Operating Agreement supersedes the prior agreement in its entirety; WHEREAS, the Company was formed for the purpose of transacting any legal and lawfid business for which limited liability companies may be organized pursuant to the Idaho Limited Liability Company Act; and WHEREAS, the Members and the Company desire to enter into this Agreement to establish operating provisions for the Company and to establish the rights and limitations associated with the Members' membership interest in the Company. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows : 1 . Definitions . The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein) : Ll Aareement "Agreement" shall mean this Amended and Restated Operating Agreement of Sunrise Rim LLC, as amended from time to time. 1*22 Articles of Organization . "Articles of Organization" shall mean the Articles of Organization of Sunrise Rim LLC, as filed on February 3 , 2006 with the Secretary of State for the State of Idaho as originally filed and as amended from time to time. 13 Act. "Act" shall mean the Idaho Limited Liability Company Act as amended. 1_4 Capital Contribution . "Capital Contribution" shall mean any contribution to the capital of the Company in cash, services, or property, including any additional Capital Contributions paid to the Company pursuant to this Agreement, by an Interest Holder whenever made with respect to the Interests in the Company held or purchased by such Interest Holder. 1 *5 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute that amends or supersedes the Internal Revenue Code of 1986. 1_6 Company. "Company" shall mean Sunrise Rim LLC, L7 Distributable Cash . "Distributable Cash" shall mean for any period of time for which such calculation is being made an amount equal to the cash receipts of the Company less the cash disbursements of the Company and any amounts used to establish reserves for the expenses of the Company (including, without limitation, debt payments, capital improvements, replacements, and contingencies), all as determined in by the Members. Distributable Cash will be increased by the amount of any reductions of reserves previously established pursuant to the first sentence of this Section. 1.8 Economic Interests. "Economic Interests" shall mean an Interest Holder's share of one or more of the Company' s Net Profits, Net Losses, distributions of Distributable Cash and other property of the Company pursuant to this Agreement and the Act, and responsibilities and obligations with respect to the additional Capital Contributions levied pursuant to this Agreement, but shall not include any right to participate in the management or affairs of the Company, including, without limitation, the right to vote on, consent to, or otherwise participate in any decision of the Members pursuant to the terms of this Agreement. 1 .9 Econonic Interest Owner. "Economic Interest Owner" shall mean an owner of Economic Interests who is not a Member. 1 .10 Interests. "Interests" shall mean the Membership Interests or Economic Interests held by an Interest Holder. 1 . 11 Interest Holder. "Interest Holder" shall mean a Person who is a Member or an Economic Interest Owner. 1 . 12 [Reserved] 1 . 13 Members . "Members" shall mean Revelation Development, LLC and Lamaan LLC. 1 .14 Membership Interests . "Membership Interests" shall mean a Member' s ownership interest in the Company, including (i) such Member' s Economic Interests and (ii) the Member' s right to participate in the management of the business and affairs of the Company including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement and the Act. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 2 of 18 (12/21) 1.15 Net Profits and Net Losses. "Net Profits" and "Net Losses" shall mean the income, gain, loss, and deductions of the Company in the aggregate or separately stated, as appropriate, determined at the close of each Fiscal Year as determined in accordance with the Company ' s method of accounting. 1 . 16 Person . "Person" shall mean any individual or entity, and the devisees, heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so permits . 1 . 17 Preferred Return . "Preferred Return" shall mean an amount calculated like interest and accrued on the balance standing from time to time in such Member' s Contribution Account at a simple interest rate equal to ten percent (10%) per annum, non- compounded, and paid monthly. 1. 18 [Reserved.] 1 . 19 Treasury Regulations . "Treasury Regulations" shall include all proposed and final regulations promulgated under the Code in effect as of the date of filing the Articles of Organization and the corresponding sections of any regulations subsequently issued that amend or supersede such proposed and final regulations . 2. Formation of Comnanv. 2_1 Formation . The Company is organized pursuant to the provisions of the Act and pursuant to the Articles of Organization. 2_2 Name. The name of the Company is Sunrise Rim LLC. 263 Principal Office. The principal office of the Company initially shall be at the address on file with the Idaho Secretary of State, and the Members, in their discretion, may keep and maintain offices of the Company wherever the business of the Company may require. 2_4 Registered Agent and Office. The Company shall continuously maintain in the State of Idaho a registered office and a registered agent whose business office is identical with the registered office. The Company may change its registered office, its registered agent, or both, upon filing a statement as specified by law in the office of the Secretary of State of the State of Idaho. 2_5 Duration . The Company shall commence upon the filing of the Articles of Organization with the Idaho Secretary of State and shall continue until the Company is dissolved in accordance with either the provisions of this Agreement or the Act as amended. An amendment to this Agreement, signed by Members who purport to be a majority of the Members of the Company at any time, shall be conclusive and no person or entity need inquire as to their authority to act. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 3 of 18 (12/21) 2_6 Purpose and Powers. The principal purposes of the Company shall be to transact any legal and lawful business for which limited liability companies may be organized pursuant to the Act, including but not limited to Construction. The Company may exercise all powers necessary to or reasonably connected with the purposes of the Company which may be legally exercised by limited liability companies under the Act. I Membership Provisions. 3_1 In General. The Members shall together manage the day4o-day affairs and management of the Company . 3_2 Actions Requiring Unanimous Approval of Members. Notwithstanding any other provision of this Operating Agreement, unanimous approval of the Members shall be required in order for any of the following actions to be taken on behalf of the Company : (i) Approval of any agreements, documents or other arrangements between or involving the Company and any Member thereof, as well as any amendment, consent or waiver with respect to such arrangements. (ii) Removal of advisors other than by the pate which designated the advisor to be removed ; (iii) Terms of any employment agreements with officers of the Company; (iv) Approval of, and amendment to, any budgets, assessment or financial plans; (v) Approval of agreements providing for the payment or receipt in excess of One Million Five Hundred Thousand Dollars ($ 1 ,500,000). (vi) All transactions regarding buildings and land, including the lease, purchase, sale and mortgage thereof. (vii) Individual plans and projects which are capital in nature and for which the anticipated expenditure will exceed Five Hundred Thousand Dollars ($5005000). (viii) Providing loans, guarantees, or other extensions of credit other than in the ordinary course of business. (ix) Amendment of the Operating Agreement of the Company. (x) Merger into or with or acquisition of all or part of the business of another person or entity. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 4 of 18 (12/21) (xi) Sale, lease, transfer, or other disposition of the assets of the Company having a fair market value, sale price at time of disposition greater than Five Hundred Thousand Dollars ($500,000). (xii) Liquidation, dissolution, winding up or voluntary bankruptcy of the Company. (xiii) Fixing compensation of officers/members, including bonuses. (xiv) Change in business plan. (xv) Declaration of discretionary distributions. (xvi) Appointment, removal or change of any member/officer. (xvii) Any material change in the business of the Company. (xviii) Issuance, purchase or redemption by the Company of any securities of the Company and any change, increase or reduction in the capitalization of the Company. (xix) The borrowing of funds by the Company in excess of Five Hundred Thousand Dollars ($500,000). (xx) Taking any action that Nvould make it impossible to cart)r on the ordinary business of the Company. (xxi) Confessing a judgment against the Company. (xxii) Loaning Company funds in excess of $ 10,000 or for a term in excess of one year to any Member. 3.3 Intentionally Left Blank, 3_4 Admission of New Members. A Person may be admitted as a new member only with the unanimous approval of the Members. A new member shall be required to consent in writing to the provisions of this Agreement, as modified to reflect the admission of the new member. In the event a new member is admitted, the Member understands that the income tax treatment of the Company changes and that this Agreement must be amended in order to incorporate the appropriate partnership income taxation provisions. 3_5 Limited Liability of Members . As provided in the Act, the Members shall not be obligated personally under a judgment, degree or order of court, or in any other manner, for a debt, obligation or liability of the Company, whether arising in contract, toll or otherwise, solely by reason of being the Member of the Company. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 5 of 18 (12121) 366 Meetings of Members . Meetings of the Members may be held at such place, either within or without the State of Idaho, as may be determined by the Members . 3_7 Action of Members without a Meeting . Action required or permitted to be taken at a Member meeting may be taken without a meeting if the action is evidenced by written consent describing the action taken, signed by the Members . Action so taken shall be effective as of the date of the signature of the Members thereon unless the consent specifies a different effective date in which case the action shall be effective as of the different effective date. 3_8 Duty of Care. The Members shall perform their duties in good faith, if any, in a manner which they reasonably believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances in the conduct of such person' s own affairs . A Member who so performs their duties shall not have any liability solely by reason of being or having been in the management of the Company. The Company does not, in any way, guarantee the return of the Member's capital contributions or a profit for the Members from the operations of the Company. The Members shall not be liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of the Member' s fraud, deceit, gross negligence, willful misconduct, or material breach of this Agreement. The Members shall not assert, and hereby waive, any claim against the Company or other Member, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the agreements contemplated hereby. 3_9 Capital Contributions and Membership Interests . The Capital Contributions of the Members is as set forth in the books and records of the Company. The Capital Contributions on the effective date of this Operating Agreement is in Exhibit A. 3. 10 Additional Capital Contributions . The Members and Economic Interest Owners (if any) shall only be required to make additional Capital Contributions in the event of the affirmative vote of the Members. Upon the occurrence of such agreement, the Members shall give written notice to each Member and Economic Interest Owner (if any) of the amount of the required additional contribution, and each Member and Economic Interest Owner (if any) shall deliver to the Company the Member' s or Economic Interest Owner' s pro rats share thereof (in proportion to the respective Economic Interest of such Member or Economic Interest Owner on the date such notice is given) no later than thirty calendar (30) days following the date such written notice is given. Failure by any Member or Economic Interest Owner to make additional Capital Contributions shall require the Member or Economic Interest Owner to be an electing party under the Buy-Sell Option and would be required to designate a price at which it would be willing to sell its interest. None of the terms, covenants, obligations, or rights contained in this Section is or shall be deemed to be for the benefit of any Person other than the Members, Economic Interest Owners, and the Company, and no such third person shall under any circumstances have any right to compel any actions or payments by the Members, or the Economic Interest Owners. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 6 of 18 (12/21) 4. Tax Treatment, For U .S . federal and all applicable state tax intone purposes and pursuant to the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended, the Company shall be disregarded, such that the income, gain, loss or deduction of the Company shall be realized directly by the Members . 5. Capital Accounts. 5_1 Maintenance of Capital Accounts . A separate Capital Account will be maintained for each Interest Holder. Each Interest Holder' s Capital Account will be increased by (i) the amount of money contributed by such Interest Holder to the Company; (ii) the fair market value of property contributed by such Interest Holder to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to such Interest Holder of Net Profits; (iv) any items in the nature of income and gain which are specifically allocated to such Interest Holder, and (v) allocations to such Interest Holder of income described in Section 705(a)( 1 )(B) of the Code. Each Interest Holder' s Capital Account will be decreased by (i) the amount of money distributed to such Interest Holder by the Company; (ii) the fair market value of property distributed to such Itnterest Holder by the Company (net of liabilities secured by such distributed property that such Interest Holder is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to such Interest Holder of Net Losses; (iv) any items in the nature of deduction and loss that are specifically allocated to such Interest Holder; and (v) allocations to such Interest Holder of expenditures described in Section 705(a)(2)(B) of the Code. Each Interest Holder' s Capital Account shall be further adjusted in accordance with the rules set forth in Section 1 .704- 1 (b)(2)(iv) of the Treasury Regulations. 5_2 Transfer of Interest. In the event of a permitted sale or exchange of Interests in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the Transferred Interests in accordance with Section 1 .704- 1 (b)(2)(iv) of the Treasury Regulations. 5_3 No Obligation to Restore Deficit Capital Account. Except as otherwise required in the Act, no Interest Holder shall have any liability to restore all or any portion of a deficit balance in such Interest Holder' s Capital Account. 5_4 Liquidation . Subject to the provisions applicable as set forth herein, upon liquidation of the Company (or any Member' s Membership Interests or Economic Interest Owner' s Economic Interests), liquidating distributions shall be made in accordance with the positive Capital Account balances of the Interest Holders, as determined after taking into account all Capital Account adjustments for the Company' s taxable year during which the liquidation occurs . Liquidation proceeds will be paid within sixty (60) days of the end of the taxable year or, if later, within ninety (90) days after the date of the liquidation. The Company may offset any unpaid additional Capital Contributions, debts, loans, and damages for breach of this Agreement by an Interest Holder whose interest is liquidated (either upon the withdrawal of the Member, if permitted herein, or the liquidation of the Company) against the amount otherwise distributable to such Interest Holder. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 7 of 18 (12/21) M Compliance with Code and Regulations . The manner in which Capital Accounts are to be maintained pursuant to this Article is intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated thereunder, including Treasury Regulations Section 1 .7044 (b)(2)(iv) . If in the opinion of the Company' s accountants the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Article should be modified in order to comply with Section 704(b) of the Code and the Treasury Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Article, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Interest Holders. 6. Allocations. 6_1 Allocations of Profits and Losses . Subject to the special allocations contained in Section 6.2, the Net Profits and Net Losses of the Company for each Fiscal Year shall be allocated to each of the Interest Holders based on the Economic Interests held by such Interest Holder, 6_2 Special Allocations to Capital Accounts . Notwithstanding Section 6 . 1 : (a) No allocations of loss, deduction, or expenditure described in Section 705 (a)(2)(B) of the Code shall be charged to the Capital Account of any Interest Holder if such allocation would cause such Interest Holder to have a Deficit Capital Account. The amount of the loss, deduction, or expenditure described in Code Section 705 (a)(2)(B) which would have caused an Interest Holder to have a Deficit Capital Account shall instead be charged to the Capital Accounts of any Interest Holders which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Interest Holders exist, then to the Interest Holders in accordance with their interests in the Company' s Net Profits pursuant to Section 6. 1 . (b) hn the event any Interest Holder unexpectedly receives any adjustments, allocations, or distributions described in Sections 1 . 704-1 (b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Interest Holder, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year and, if necessary, for subsequent years) shall be specially allocated to such Interest Holder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Deficit Capital Account so created as quickly as possible. It is the intent that this Section 6.2(b) be interpreted to comply with the alternate test for economic effect set forth in Section 1 .7044 (b)(2)(ii)(d) of the Treasury Regulations. (c) In the event any Interest Holder would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Interest Holder is obligated to restore to the Company under Section 1 .704- 1 (b)(2)(ii)(c) of the Treasury Regulations and such Interest Holder' s share of minimum gain as defined in Section 1 .704-2(g)(1 ) of the Treasury Regulations (which is also treated as an obligation to restore in Amended and Restated Operating Agreement — Sunrise Rim LLC Page 8 of 18 (12/21) accordance with Section 1 .704- 1 (b)(2)(0i)(d) of the Treasury Regulations), the Capital Account of such Interest Holder shall be specially credited with items of income (including gross income) and gain in the amount of such excess as quickly as possible. (d) Notwithstanding any other provision of this Section 6 .2, if there is a net decrease in the Company' s minimum gain as defined in Treasury Regulations Section 1 .704-2(d) during a taxable year of the Company, then the Capital Accounts of each Interest Holder shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to each Interest Holder' s share of the net decrease in the Company 's minimum gain. This Section 6 .2(d) is intended to comply with the minimum gain chargeback requirement of Section L704-2 of the Treasury Regulations and shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease in the Company's minimum gain and the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Interest Holders, and it is not expected that the Company will have sufficient other income to correct that distortion, then the Members may in their discretion seek to have the Internal Revenue Service waive the minimum gain charge back requirement in accordance with Treasury Regulations Section 1 .704-2(f)(4). (e) Items of Company loss, deduction, and expenditure described in Section 705(a)(2)( 3) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as partner nonrecourse deductions under Section 1 .704-2(i) of the Treasury Regulations shall be allocated to the Members ' and Economic Interest Owners' Capital Accounts in accordance with Section 1 .704-2(i) of the Treasury Regulations . (f) Beginning in the first taxable year in which there are allocations of "nonrecourse deductions" (as described in Section 1 .704-2(b) of the Treasury Regulations) such deductions shall be allocated to the Interest Holders in the same manner as Net Profit or Net Loss is allocated for such period. (g) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743 (b) is required, pursuant to Treasury Regulations Section 1 . 704- 1 (b)(2)(iv)(ni)(2) or 1 .704- I (b)(2)(iv)(ni)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member' s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulations Section 1 .704- I (b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations Section 1 .704- 1 (b)(2)(iv)(ni)(4) applies . (h) Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of Membership Interests by the Company to a Member (the "Issuance Items") shall be allocated among the Interest Holders so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Interest Holder shall be equal to the net amount that would have been allocated to each such Interest Holder if the Issuance Items had not been realized. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 9 of r8 (12/21) (i) Any credit or charge to the Capital Accounts of the Interest Holders pursuant to Sections 9.2(a), (b), (c), (d), (e), (f), and (g) shall be taken into account in computing subsequent allocations of profits and losses pursuant to Section 6. 1 , so that the net amount of any items charged or credited to Capital Accounts pursuant to Sections 6 . 1 and 6.2 shall, to the extent possible, be equal to the net amount that would have been allocated to the Capital Account of each Member pursuant to the provisions of this Article if the special allocations required by Sections 6.2(a), (b), (c), (d), (e), (0, and (g) had not occurred . 6.3 Allocation of Taxable Intone And Loss . (a) Except as provided in Sections 6 . 3(b) and (c), each item of income, gain, loss, deduction, and credit of the Company for federal income tax purposes shall be allocated among the Interest Holders in the same manner as such item is allocated for Capital Account purposes pursuant to Section 6.2. (b) To the extent of any recapture intone (as defined below) resulting from the sale or other taxable disposition of any property or asset of the Company, the amount of any gain from such disposition allocated to (or recognized by) an Interest Holder (or the Interest Holder' s successor in interest) for federal income tax purposes shall be presumed to consist of recapture income to the extent such Interest Holder (or such Interest Holder' s predecessor in interest) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. For this purpose, "recapture income" shall nnean any gain recognized by the Company (but computed without regard to any adjustment required by Sections 734 and 743 of the Code) upon the disposition of any property or asset of the Company that does not constitute capital gain for federal income tax purposes because such gain represents the recapture of deductions previously taken with respect to such property or asset. (c) The Interest Holders recognize that with respect to property contributed to the Company by an Interest Holder and with respect to property revalued in accordance with Treasury Regulation Section 1 .704- I (b)(2)(iv)(0, there will be a difference between the agreed "carrying values" of such property at the time of contribution or revaluation and the adjusted tax basis of such property at that time. All items of tax depreciation, cost recovery, amortization, amount realized, and gain or loss with respect to such assets shall be allocated among the Interest Holders to comply with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations promulgated thereunder. Unless the Members elect otherwise, all items of tax depreciation, cost recovery, amortization, amount realized, and gain or loss with respect to such assets shall be allocated using the traditional method as set forth in the Treasury Regulations promulgated under Section 704(c) of the Code. (d) All items of income, gain, loss, deduction, and credit recognized by the Company for federal income tax purposes and allocated to the Interest Holders in accordance with the provisions hereof and all basis allocations to the Interest Holders shall be determined without regard to any election under Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by Sections 734 and 743 of tine Code. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 10 of 18 (12/21) 6944 Subject to other sections of this Article, if there are any profits or distributions allocated to a Member who has a charging order filed against his or her Company interest, then the Company shall send the necessary tax paperwork for the payment of the tax on those profits not to the Member but to the party that has filed a charging order against the Member's Interest showing the allocation of these profits or distributions to such party, as require by applicable law. 7. Distributions . 7.1 Distribution Policy. Distributions shall be made in such amounts and at such times as the Members shall determine consistent with the Members' fiduciary duty to the Company. 7_2 Limits of Distributions . As provided in the Act, the Company shall not make distributions to the Member to the extent that, after giving effect to the distribution, all of the liabilities of the Company, other than liabilities to the Member on account of its ownership of the Company and liabilities for which the recourse of creditors is limited to specific property of the Company, would exceed the fair value of the assets of the Company; provided, however, that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds that liability. 7_3 Distributions . Except as otherwise provided in this Agreement, all distributions of Distributable Cash and other property shall be made to each of the Interest Holders based on the Economic Interests held by such Interest Holder. 7_4 Timing of Distributions . Except as provided in this Agreement, all distributions to the Interest Holders of Distributable Cash and other property, including returns of Capital Contributions, shall be made at such time and in such manner as determined by the Members. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Interest Holders from the Company shall be treated as amounts distributed to the Interest Holders pursuant to this Article. 73 Amounts Withheld . All amounts withheld or required to be withheld pursuant to the Code or any provision of any state, local, or foreign tax law with respect to any payment, distribution, or allocation to the Interest Holders and treated by the Code (whether or not withheld pursuant to the Code) or any other law as amounts payable by or in respect of any Interest Holder or any Person owning an interest, directly or indirectly, in such Interest Holder, shall be treated as amounts distributed to the Interest Holder with respect to which such amount was withheld pursuant to this Article for all purposes tinder this Agreement. The Members are authorized to withhold from distributions, or with respect to allocations, to the Interest Holders and to pay over to any federal, state, local or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local or foreign law and shall allocate any such amounts to the Interest Holders with respect to which such amount was withheld. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 11 of 18 (12/21) 8. Member Liability; Indemnification . 8_1 Liability for Certain Acts . The Members shall perform their duties as in good faith, in a manner he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Member who so performs the duties shall not have any liability by reason of being or having been a Member of the Company. No Member, in any way, guarantees the return of any Member's capital contributions or a profit for the Members from the operations of the Company. No Member shall be liable to the Company for any loss or damage sustained by the Company or the Members, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful taking by the Member, 8.2 Members Have No Exclusive Duty to Company . No Member shall be required to manage the Company as its sole and exclusive function and Members may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor the Members shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of the of the Members or to the income or proceeds derived therefrom . Each Member and its affiliates shall be prohibited from directly competing with the Company on any projects. Other than for activities specifically prohibited herein, the Members shall incur no liability to the Company or to the Members as a result of engaging in any other business or venture. 8.3 Indemnity of Members, Employees, and Other Aeents. (a) To the fullest extent permitted by law, the Company shall indemnify, defend, and hold harmless the Members from and against any loss, liability, damages, cost or expense (including legal fees and expenses and any amounts paid in settlement) resulting from a claim, demand, lawsuit, action or proceeding by reason of any act or omission performed or omitted by the Members on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on them by this Agreement, provided that such acts or omissions of the Members are not found by a court of competent jurisdiction upon entry of a final and non-appealable judgment to constitute fraud, gross negligence or willful misconduct. Expenses, including legal fees, incurred by the Members and relating to any claim, demand, lawsuit, action or proceeding for which indemnification may be sought under this Section and shall be paid by the Company upon demand by the Member, provided that the Members shall reimburse the Company for such expenses if it is ultimately determined that the Members are not entitled to indemnification hereunder. The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies that may otherwise be available to the Members at law or in equity. (b) The Company shall indemnify and make advances for expenses of its employees and other agents who are not Members to the finest extent permitted by law. 9. Administration , 961 Books and Records . The Company shall keep or cause to be kept (a) true and complete information regarding the status of the business and financial condition of the Amended and Restated Operating Agreement — Sunrise Rini LLC Page 12 of 18 (12/21) Company; (b) copies of this Operating Agreement and the Articles of Organization of the Company, and all amendments thereto; and (c) any other information regarding the affairs of the Company as is reasonable. 942 Bank Accounts . The Members shall arrange for the Company to maintain bank accounts in such banks or institutions as the Members from time to time shall select, and such accounts shall be drawn upon by checks signed by such person or persons, and in such manner, as may be designated by the Members, subject to any restrictions or conditions established by the Members. All monies of the Company shall be deposited in the bank account or accounts of the Company and shall not be commingled with monies of any Member. 94T 3 Tax Matters Partner. For purposes of the Code, Revelation Development LLC shall be the "tax matters partner" as such term is defined under Code Section 6231 (a)(7) and the Treasury Regulations thereunder. 10. Dissolution and Liquidation. 10.1 Events of Dissolution and Liquidation . The Company shall be dissolved and its affairs wound tip pursuant to this Agreement upon the first to occur of the following events ('Events of Dissolution") : (a) The written consent of the Members to dissolution; (b) The entry of a decree of judicial dissolution under the Act. No other event shall constitute an Event of Dissolution . 10.2 Winding-Up . Upon dissolution, an accounting shall be made by the Members, with the assistance of the Company' s accountants, of the accounts of the Company and of the Company' s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution. (a) As soon as practicable following an event of dissolution the Members shall : (i) First, sell or othetivise liquidate all of the Company' s assets (except to the extent the Members determine to distribute any assets to the Members in kind) . If any assets of the Company are to be distributed in kind, then the fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by the affirmative vote of the Members. Such assets shall be presumed to have been sold as of the date of dissolution for fair market value, and the Capital Accounts of the Member shall be adjusted pursuant to the provisions of this Agreement to reflect such presumed sale. (ii) Second, allocate any profit or loss resulting from such sales to the Capital Accounts of the Member in accordance with this Agreement. Amended and Restated Operating Agreement — Sunrise Rim LLC Page 13 of 18 (12/21) (iii) Third, discharge all liabilities of the Company, including liabilities to any Member who is a creditor, to the extent otherwise permitted by law, other than liabilities to the Member for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Account of the Member, the amounts of such reserves shall be presumed an expense of the Company) . (iv) Finally, distribute the remaining assets to the Members according to the positive balances (if any) in its Capital Account (as determined after taking into account all Capital Account adjustments for the Company' s taxable year during which the liquidation occurs). Such distributions shall be made either in cash or in kind (if consented to by the Member receiving distributions in kind), with any assets distributed in kind being valued for this purpose at fair market value as determined herein. Any such distributions to the Member in respect of its capital Account shall be made in accordance with the time requirements set forth in Section 1 .704- 1 (b)(2)(ii)(b)(2) of the Treasury Regulations. 10.3 Provisions for Contingencies . The Company shall make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the Company and all claims and obligations which are known to the Company, but for which the identify of the claimant is unknown . If there are sufficient assets, such claims and obligations shall be paid in full and any such provisions for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available. Any liquidating trustee (including the Member acting as a liquidating trustee) winding up the Company's affairs who has complied with this Agreement shall not be personally liable to the claimants of the dissolved Company by reason of such person's actions in winding up the Company. The remaining assets of the Company shall be distributed to the Member. 10.4 No Obligation to Restore Deficit Account. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1 .704- I (b)(2)(ii)(g) of the Treasury Regulations, the Members shall not be obligated to restore any negative Capital Account. 10.5 Termination . The Members or other person responsible for winding up the Company shall file a certificate of cancellation and/or other applicable documentation with the Idaho Secretary of State in accordance with the Act to accomplish the cancellation of the Articles of Organization upon dissolution and the completion of winding up of the Company. 11. Transferability of Interests 11 . 1 General. No Interests shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article. Any Transfer or purported Transfer of an Interest not made in accordance with this Article shall be null and void . Each Interest Holder hereby acknowledges the reasonableness of the restrictions on transfers of Interests imposed by this Agreement in view of the Amended and Restated Operating Agreement — Sunrlse Rim LLC Page 14 of 18 (12/21) Company' s purposes and the relationship of the Members. Accordingly, the restrictions off Transfer contained herein shall be specifically enforceable . 11 .2 Transferee Not Member. Not%vithstanding anything contained herein to the contrary, a transferee or donee who is not a Member immediately prior to the sale then the proposed transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member and such transferee sliall be an Economic Interest Owner unless approved by a Member's Majority Vote. No Transfer of a Transferring Interest Holder' s Interests in the Company shall be effective unless and until written notice (including the name and address of the proposed transferee or donee and the date of such Transfer) has been provided to the Company and the non" transferring Members. 11 .3 Involuntary Assignment by Member. In the event that a Member's Interests are taken by levy, foreclosure, charging order, execution, or other similar proceeding, the Company shall not dissolve but the assignee of said Interest shall be entitled to no more than to receive the profits and losses attributable to said Interests, and distributions only when payable, in accordance with the assignee's Interest and, in no event, shall said assignee have the right to interfere with the management or administration of the Company business or affairs or to become a Member entitled to exercise the rights of a Member, i.e., become a substitute Member, except as otherwise provided herein, including, but not limited to, the provisions set forth in this Article. 11 .4 Involuntary Assignment by a Member — Fraudulent Transfers . In the event that a Member (hereinafter "Debtor Member Transferor") makes a transfer of an asset to the Company, and that transfer is determined to be a "fraudulent transfer" or "fraudulent conveyance" under applicable law, then the creditor of that member challenging said transfer shall not be affected or limited by either the provisions of this Article or any provisions under this Agreement. In addition, the Company will promptly re-convey to the Debtor Member Transferor, or, on court order, the Debtor Member Transferor' s creditor, any such asset, in full or partial redemption of the Member's Interest in the Company, based on the fair market value of the asset at the time of the reconveyance. In the case of jointly-owned property which has been conveyed to the Company, the Company will reconvey only the portion of the asset originally held by the Debtor Member Transferor. In any case in which the asset conveyed to the Company has been disposed of by the Company, or in which, in the sole discretion of the Company's managing member, a formerly jointly-owned asset cannot practicably be divided, assets of equivalent value may be substituted for the asset originally conveyed to the Company. I1 .5 Deadlock, Buy — Sell Option . Under an event of deadlock on a matter where a majority of Members roust agree, or upon failure of a Member to snake Additional Capital Contributions, or any other reasonable reason after a Member has held their Member or Economic Interest for a minimum of one calendar year, a Member shall have the right to exercise a buy-sell option (the "Buy-Sell Option"), whereby the electing party would be required to designate a price and terms at which it would be willing to sell Amended and Restated Operating Agreement — Sunrise Rim LLC Page 15 of 18 (12/21) its interest to a Member or to purchase the another Member's interest and the non- electing party would have the option to buy or sell such interest at that price and terms . 12. Miscellaneous , 12. 1 Gender and Number. Each pronoun used in this Operating Agreement shall include any gender or plural or singular form thereof as the situation requires. 12.2 Benefits and ObliLrations . All provisions of this Operating Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the parties hereto, and their permitted successors, transferees, and assigns. 12.3 Counterparts . This Operating Agreement may be executed in several counterparts, each of which when so executed shall be considered as an original and all of which together shall constitute one agreement. 12.4 Captions . The captions at the beginning of each paragraph of this Operating Agreement are not a part of this Operating Agreement but merely labels to assist in the locating and reading of those sections and shall be ignored in construing this Operating Agreement. 12. 5 Further Performance. The Members and the Company covenant and agree to execute any further instruments and documents and perform acts which are or may become necessary to carry out the purposes of this Agreement. 12.6 Governine Law. This Agreement shall be governed by the internal laws (and not the conflicts of laws rules) of the State of Idaho . 12.7 Notices . Any notice which may be given in connection with the business of the Company or which is provided for in this Agreement shall be given in writing and may be delivered personally, by facsimile transmission, or by mail . 12.8 Amendment and Waiver. No change, modification, waiver or amendment to this Agreement shall be valid unless the same is in writing and signed by the Members. 12.9 Severability . Each provision of this Agreement shall be considered severable and if for any reason any provision of this Agreement is determined to be invalid, such invalidity shall not impair the operation or affect other provisions of the Agreement and the parties further agree that if a court of competent jurisdiction shall declare any provision of this Agreement to be invalid or unenforceable, the parties shall in good faith renegotiate such provision to carry out the intent of the parties at the time of the signing of this Agreement. [SIGNATURE PAGE FOLLOWS] Amended and Restated Operating Agreement — Sunrise Rim LLC Page 16 of 18 (12/21) IN WITNESS WHEREOF, the Members and the Company hereto have executed this Restated Operating Agreement. DATED Effective December ,2021. MEMBER MEMBER Lamaan LLC Revelation Development,LLC an Idaho limited liability company a Wyoming Wyonfling limited liability company B f: udre 'Orazio,Mot a et• B Ph liss Gray,Manager COMPANY _ Sunrise Rini LLC An Idaho limited liability company By: Lamaan LLC, ember (Audru D' razio,Manager of Lamaan LLC By: Revelation Development,L C, Member (Phyliss Gray, Manager of Revelation Development,LLC) Amended and Restated Operating Agrcmnent—Sunrise Rim LLC Page 17 of 1S (12/21) EXHIBIT A CAPITAL CONTRIBUTIONS Member Capital % Capital Member Interest Contribution Contribution Revelation $4M 50% 50% Development LLC Lamaan LLC $4M 50% 50% TOTAL $8M 100% 100 % Amended and Restated Operating Agreement — Sunrise Rim LLC Page 18 of 18 (12/21)