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PZ - AMC Operating Agree and 1st and 2nd Amendment 12-31-15 Second Amendment to Operating Agreement of Atli i ance Management Consultants, an Idaho Limited Liability Company The second amendment to the Operating Agreement of Alliance Management Consultants, LLC, an Idaho Limited Liability Company (the "Company) is entered into by the Company and the undersigned members of the Company as of December 31, 2014. IT IS THEREFORE RESOLVED A. The company and its's members entered into this amendment on December 31, 2014. H . On December 3I , 2014 member, Cory Swain, gave an additional contribution to the Company. Cory is the sole owner (100%) ofthe Company. See Attached Exhibit A. BE IT FURTHER RESOLVED, that the authority granted pursuant to these resolutions may be exercised in the name of Company by the actual or facsimile signature of any one of the officers of _ Company. In cases where said persons are authorized to sign by facsimile signature any document bearing or purporting to bear the facsimile signature of the person required to sign, said signature shall be the signature of Company regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed thereto. The Managing Member is hereby authorized and directed from time to time to certify copies of these resolutions, the incumbency of the managers appointed pursuant to these resolutions, and the actual and facsimile signatures of said managers. Certificate I Certify That: I am the duly qualified person of Alliance Management Consultants, LLC, an Idaho Limited Liability and the foregoing is a. true copy of a Resolution adopted by the unanimous written consent of The Board of Directors and/or managers without a meeting which consent was filed with the minutes of the Company. The Resolution is in conformity with the Articles of Incorporation and the Bylaws of the Company have not been modified or repealed and is now in full force and effect. December 3 7ceementConsultants, LLC agingMember , LLC etary ent Consul ts, LC EXHIBIT A INITIAL CAPITAL SHARING MEMBER CONTRIBUTIONNALUE RATIO Cory Swain $ 1 ,000.00 100% OPERATING AGREEMENT - P.21 First Amendment to i Operating Agreement of Alliance Management Consultants , LLC, an Idaho Limited Liability Company The first amendment to the Operating Agreement of Alliance Management Consultants, LLC , an Idaho Limited Liability Company (the "Company) is entered into by the Company and the undersigned members of the Company as of March 1 , 2014, IT IS THEREFORE RESOLVED A. The company and its' members entered into this amendment on March 1 , 2014. B. On March 1 , 2014 member, Amanda Feely, gave additional contribution to the Company. Amanda Feely is 50% owner of the Company. See Attached Exhibit A. C. On March 1 , 2014, Kim Kinney, member was removed as a member of the Company. BE IT FURTHER RESOLVED, that the authority granted pursuant to these resolutions may be exercised in the name of Company by the actual or facsimile signature of any one of the officers of Company. In cases where said persons are authorized to sign by facsimile signature any document bearing or purporting to bear the facsimile signature of the person required to sign , said signature shall be the signature of Company regardless of by whom or by what means the actual or purported facsimile signature thereon may have been affixed thereto. The Managing Member is hereby authorized and directed from time to time to certify copies of these resolutions, the incumbency of the managers appointed pursuant to these resolutions, and the actual and facsimile signatures of said managers. Certificate I , certify that: I am the duly qualified person of Alliance Management Consultants, LLC, an Idaho Limited Liability and the foregoing is a true copy of a Resolution adopted by the unanimous written consent of The Board of Directors and/or managers without a meeting which consent was filed with the minutes of the Company. The Res lutie nformity with the Articles of Incorporation and the Bylaws of the Company have not be i ^ied or r ep a W and is now in full force and effect. Cory Swain , Managin M fiber 4t� , k manda Feely, Membe EXHIBIT A INITIAL CAPITAL SHARING CONTRIBUTION/VALUE MEMBER RATIO Cory Swain $500,00 50% Amanda Feely $500,00 50% ®PERATdNG AGREEMENT OF ALLIANCE MANAGEMENT CONSULTANTS, LLC AN IDAHo LIMITED LIABILITY COMPANY 'T`ABi,E Or CONTENTS ARTICLIiI .... ..... .. .. . ...... .... RPM . . . . ... ....... .......... .At .........MR....... ........ . . . .. ... ..........WA_._..... .A ._A. .._ ........... DEiP1NrT10NS I. ARTICLE2 .1..._............. ........... .. ...._. ...,. ....,.. . . ... ... , . . ..... . .... .-. . . .. . .. ,.. .MAN , ... ... ,..... . „. ... .. , , ., . . . .. . ,. ...... . . FORMATION 2 ARTTCLP .3 .._ .. IRA ........ ......... .. ... .. .. . ... ... ........ . .. ._. ... .. ...... ... . . ._. ......_.. . .A .......IA.. ,.. ...._.......I NATURE OF BUSYNESS 3 ARTICLI34 . ... .... . ....... .. .......... . . ... ........ .... . ...... . . _........ , .. .-. . .. ., .. .... . .. .. ... , ., IA FRicams AND DuNrin Or IVFB Bms 3 ARMLE5 ... ... -, ...._. .... ..... ... . _ . ................... . . ......... . .. .. ......... ..._............ ...... ._.... . . ......... .. .. .. ,.. .. MANAGI MPNT 5 ARTICLE_' b ........ .... .... ...... .... .. . . ... . .. ... . ... .... ... . .... .... .. .. .... ... ........ . ._ CONTRIRUMNS AND CAPF€AI, ACCOUNTS 9 ARTICLE 7 .... ..... ...... .. 1 ._.. ., .. .... ....._... ....._.......... ...... ... _ .. .. ... ..... . .. .., .. ....... ALLOCATIONS AND DTS`ITiiHITrions, 9 ARTICLE ..... ..... ..... . ... . . .. .. .. .... PTA .. ........... ....... ....... ....... .. ... .... . . ...-....., .......... ... .. .... ._.._........... ..... ..._...:TAXCS 10 ARTICLE 9 ........... .. ... ....I... .. ... .. .. .. _ ........ ._. ... ....... ....A..... .,. ... ..,.. ... ,.... TRANSfF,RS OP NIEMNERSFRP IN€ERESrS II ART.rOi.E EQ ... .... ..... ..... . .... ... . ... ...... .. .AM". .... .. ..It'.._...PA._. .. .-.... ... .. ...-...MR'...... ..... ..DISSOCIATIION OF A MEMBER 15 ARTICLE II WAR.. .. ... ... . ... .. .. .... ._ .._.. . ... .. ._.. ........ .... .... ... . ... .. .. .. , .. ,. ........ . ADNOSS€ONOF ADDITIONAL MEMRR,RS 17 AMMICLE 12 ..._..... .... ......... .... . .. .._.... .. , ........ ... ... . ,...-.. . ._..... .. ..... . .._.._.... ._.. ._ DTSSOLU'CION AND WINDING UP I7 ARTICLE13 . .... .....LAW....... ...._ .. .. ... .. . . ..., .._. ..RAN. .... .. ......_.. ., ..-.. ... RAN...PAR..._...._.-. ....... ...... ... .....,....- AMENDW,NT 17 ARTICLi514 ... ...... . ........ .. .... ... ._ ... .... ..._..........--__ ......... .. .. .....,.. ... _ ....-....... .. .. . MISCCLLANIOUS PROVISTGNS 18 FiLmimirrA ._M A MR A A IN. I -I 1.4 1 TV.&A.11 1'IV m AN 6 1 el IF I I I I AM A 11 1 1'1 1 1 %IN-W I I I I IRA.1 1 4 1 1 1 1 1 1 A 1 1 9 A A A A I A. . ... ..... .MAN 19 i -ii- OPERATING AGREEMENT OF ALLIANCE MANAGEMENT CONSULTANTS, LLC, 1kn * * * * This Operating Agreement of Alliance Management Consultants, L.L.C., an. Idaho limited liability company (the "Company', organized pursuant to the Idaho Lintited Liability Company Act (the "Act' , is entered netto and shall be effective as of December 11 , 2Q12, by and among Alliance Management Consultants, LLC, an .Idaho Corporation and Kim Kinney, an individual, the persons executing this Operating Agreement, and any parties joining this agreement in. the future, as Members. AWnCLE I DERINITIONS For purposes of this Operating Agreement (as defined below), unless the context clearly indicates otherwise, the following terms shall have the following meanings: 1..1 ARTTCI.ES, The Articles of Organization of the Company as properly adopted and amended from time to time by the Members and filed whit the Secretary of State. I.2 ASSIGNER. A transfercc of a Membership Interest who has not been admitted as a Substituted Member and who is entitled to receive, to the extent assigned the assignor' s Economic Rights. 1 .3 CAPITAI, ACCOUNT, 'Ibe account maintained for a. Member or Assignee determined in accordance with Article 6. 1.4 CAPITAL CONTM UTION. With respect to each Member, the amount of cash and the fair market value of other assets contributed by such Member to the capital of the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code § 752). 1 .5 CODE. The Internal Revenue Code of 1986, as amended or corresponding provisions of subsequent superseding Federal revenue taws, L6 Di+ISTIIIBUTION. A transfer of property to a Member on account of a Membership Interest as described in Article 7. L7 ECONOMIC RIGHTs. A Member or Assignee's share of the net profits, net losses or any other items allocable to any period, and including Distributions of Company property pursuant to the Act, the Articles and this Operating Agreement, but shall not include any Member' s Management Rights . OPERATING AGRBEM2NT - PJ 1 1 .S limHo Com Means the Idaho Code, including corresponding provisions of succeeding law. 1 .9 MA.rotzrrv. or THE MEmBERs. Whenever any matter is required or allowed to be approved by a Majority of the Members or a Majority of the Remaining Members under 8re Act or this Operating Agreement, such matter shall be considered approved or consented to upon the receipt of the affirmative approval or consent of Members having Sharing Ratios in excess of one half (t/2) of the Sharing Ratios of all of the Members entitled to vote on it particular matter. Assignees, raid, in the case of approvals to withdrawal where consent of the remaining Members is required, dissociating Members shall not be considered Members entitled to vote for the purpose of determining a Majority. 1.1Q MANAGEMENT MCPHTS. The right of a Member to participate in the management ` of the Company as specifically provided in Section 4. 1 of this Operating Agreement and the Act, inchiding the rights to information and to consent or approve actions of the Company. 1.11 Manager. "Manager" means a person, whether or not a Member, who is vested with authority to manage the Company in accordance with Article 5, I.AZ MEmBER, Initial Member, Substituted Member or Additional Member and, unless the context expressly indicates to the contrary, Assignees as provided in Idaho Code § 53-640 and, those persons who have not ceased to be Members as provided in Idaho Code § 53-641 . 1.13 McmuRsHip INTEREST. The rights of a Member or, in the case of an Assignee, the rights of the assigning Member in Distributions (liquidating or othervise) and allocations of the profits, losses, gains, deduction, and credits of the Company; a Membership Interest includes the interest that can be assigned under Idaho C )& § 53-636 and charged under Idaho Code § 53- 637. 1.14 RcGuo',ATtoN orc ftGun,ATFONs, Except where the context indicates otherwise, the permanent, temporary, proposed, or proposed, and temporary Regulations of the Department of the Treasury under the Code, as such Regulations may be atneuded or superseded from time to time. 1.1.5 SHAFUNG RATto. With respect to any Member, the percentage of ownership m the Company as determined on the basis of the relative Capital Accounts of the Members as maintained in accordance with Section 6.3 . 1 .16 SussTioruTE ME[vt'urx. An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement, 1.17 TRANSFER. With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, pledge, encumbrancer sale or other transfer or disposition of such interest, and, as a verb, voluntarily or involuntarily to assign, pledge, encumber, sell or otherwise transfer or dispose of such interest; however, in no event shall a withdrawal of a Member be a Transfer. OrFMnNo AGREBMF.N'r - P.Z h ARTFCt.E 2 .. �oTtMA'rTUN 2.1 €3RGANI7AT[ON. The Members hereby organize the Company as an Idaho limited liability company pursuant to the provisions of the Act. 2.2 AGREEMENT. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Operating Agreement hereby agree to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Operating Agreement shall be the sole source of agreement of the parties, and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Operating Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule; provided, however, that to the extent net inconsistent with this Operating Agreement, the Members shall have the authority to enter into a separate agreement which governs the daily operational issues which may arise with respect to the business of the Company. 243 "1 rkm, ',The Company shall be dissolved and its affairs wound up in accordance with the Act and, this Operating Agreement on December 31 , 2032, unless the term shall be extended by amendment to this Operating Agreement and the Articles of Organization, or unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Operating Agreement, 2A REGr$TEnu AGENT AND OFFICE. The registered agent for the service of process and the registered office shall be that person and location reflected in the Articles as filed in the office of the Secretary of State. A Majority of the Members may, from time to time, change the registered agent or office through, appropriate filings with the Secretary of State. 2.5 PRiNCIPAL Oa'tric& The principal office of the Company shall be located at 220 W. Bobwhite Court Suite 220 Boise, Idaho 83706. AT2rTCLE 3 NATURE oT+ Buswus The Company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company inay do business. The Company shall have and exercise all powers necessary or convenient to accomplish its purposes and operate its business as described in this Article 3 . 01Psl TiNG AGRFazwENT - P.3 ARTicLE 4 .. Rio]H €S AND DUTIES OF MEMBERS 4A MANAGEMENT RIGHTS. All Members (other than Assignees) who have not dissociated shalt be entitled to vote on any matter submitted to a vote of the Members. Notwithstanding the foregoing, the following actions shall require the consent of a Majority of the Members: (a) The sale, exchange or disposition of all, or substantially all, of the assets of the Company. and (b) The compensation of the agents of the Company. The following actions sbal l require the consent of all of the Members: (c) Any amendment. to this Operating Agreement; (d) Granting Management Rights to Assignees; (e) The continuation of the Company on or before the ninetieth. ('9(hb) day after a Dissolution Event (as defined in Section 12. 1); (f) The authorization of a Member to do any act on behalf of the Company that contravenes this Operating Agreement; and (9) The dissolution of the Company as provided for in the Act. 4.2 L$ABH,ITY ot; MEMBrRSTOTSIIRo PARTIES. A person who is a Member of the Company is not liable, :solely by reason of being a Member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or .liability of the Company, whether arising in contract, toil or otherwise or for the acts or omissions of any other Member, agent or employee of the Company. In addition, a Member is not a proper party to a proceeding by or against the Company solely by reason of being a Member. 4.3 LIABILITY OF MEMBERS TO THE COMPANY AND OTHER MEMBERS. A. Member shall not be Iiable, responsible or accountable in damages or otherwise to the Company or to the Members of the Company for any action taken or failure to act on behalf of the Company unless the act or omission constitutes gross negligence or willful misconduct. 4A INDEMNIFICATIONS. The Company shall indemnify the Members and agents for all costs, losses, liabilities and damages paid or accrued by such Member or agent in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State, Furthermore, the Company shall indemnify Members for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because the person is or was a Member. GPLRA TTNG AGP.EEmrNT - PA 4.5 R14PRESENTATIONS AND WARRANTIES. .Eiach Member, and in the case of an organization, the person(s) executing this Operating Agreement on behalf of the organization, hereby represents and warrants to the Company and each other Member that: (a) if that Member is an organization, that it is duly organized, validly existing, and in good standing under the law of its state of organization and that it has full organizational power to execute and agree to this Operating Agreement and to perform its obligations hereunder; (b) that the Member is acquiring its interest in the Company for the Member's own account as an investment and without an intent to distribute the interest; (c) the Member acknowledges that the interests have not been registered under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred by the Member without appropriate 'registration or the availability of an exemption from such requirements . 4.6 C oNrt.i Ts of INTEREST. (a) A Member shall be entitled to enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that some of the Members may enter into transactions that are similar to the 4xansactions into which the Company may enter. Notwithstanding the foregoing, each Member shall account to the Company and hold as trustee for it any property, profit, or benefit derived by the Member without the consent of a Majority of the other Members, from: (i.) any transaction connected with the conduct or winding up of the Company; or (ii) any use by the Member of Company property, mchiding, but not limited to, confidential or proprietary information of the Company or other matters entrusted to the person as a result of his status as Member. (b) A Member does not violate a duty or obligation to the Company merely because the Member's conduct furthers the Member's own interest. A Member may lend money to and transact business with the Company. The rights and obligations of a Member who lends money to or transacts business with the Company are the same as those of a person who is not. a Member, subject to other applicable law. No transaction with the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction, if either (i) the transaction is fair to the Company or (H) a Majority of the disinterested Members knowing the material facts of the transaction and the Member's interest authorize, approve, or ratify the transaction. ARTPCLE 5 MANAGEMNT 5.1. Representative Management. The Company will be managed by one or more Managers. 'I7te Company' s initial Managers shall be Cory Swain. 5.2 Time Devoted to Business. The Managers shall devote such amount of time to the Company's activities as is reasonably necessary to discharge their responsibilities. 5.3 Powers and Authority. The Managers are entitled and empowered to exercise all powers conferred by this Agreement, by the Act, and by law. Ueexnrnac Aorrer�tNr - F.S 5.4 Required Member Approval. The approval by the Members of any act or decision made hereunder is required only to the extent specifically provided for in this Agreement or the Act. 5.5 Fiduciary Duties. (a) Standard of Care. The Managers shall not be Liable to the Company or any Member for an act or omission done in good faith to promote the Company's best interests, unless the act or omission constitutes gross negligence, intentional misconduct or a. knowing violation of law. (b) Competing Activities. The Managers may participate in. any other business or activity without accormting to the Company or the other Members. 5.6 Indemnification of Managers; Insurance. The Company shall indemnify the Managers to the fullest extent permitted by the Act for all expenses, losses, liabilities and damages the Managers actually and reasonably ineurs in connection with the defense, settlement, or adjudication of any claim or action arising out of or relating to the conduct of the Company's activities, except a claim or action with respect to which any such Manager is adjudged to be liable for breach, of a fiduciary duty owed, to the Company or the Members under the Act or this Agreement The Company may purchase liability insurance to :land this indemnification obligation to the fullest extent permitted by the Act. 5.7 Compensation and Reimbursement. (a) Compensation. The Company shall compensate the Managers for services rendered to or on behalf of the Company on the terns established from time to time by written agreements approved by the Managers and the affirmative vote of Members whose aggregate relative Voting Percentage is net less than. 67% of the total outstanding. (b) Reimbursement. The Company will reimburse the Managers for all expenses incurred on the Company's behalf in connection with the conduct of its business. 5.$ Tenure. (a) Term. Each Manager will serve until the earlier of: (1 ) the Manager's resignation; (2) the Manager's Bankruptcy; or (3) the Manager's dissolution provided that with respect to an administrative dissolution, such dissolution is coupled with the lapse of any period allowed for reinstatement. Any successor Manager or Managers will serve until the earlier of: (1 ) the Manager's resignation; (2) the Manager's Bankruptcy; (3) as to a Manager who is a natural person, the Manager's death or adjudication of incapacity; and (4) as to a Manager that is an Entity, such Manager' s dissolution provided that with respect to an administrative dissolution, such dissolution is coupled with the €apse of any period a€Iowed for reinstatement. Oppwu No Aamemysw w P_G (b) Removal. Members may remove a Manager at any time with or without cause upon the affirmative vote of Members whose aggregate relative Voting Percentage is not less than 66 .67% of the total outstanding. (c) Vacancy. If the Manager for any reason ceases to act, the Members will promptly elect a successor, to serve until a. successor is elected and qualified. ARTICLIE 6 CAPITAL CONTIRIBUTIONS AND CAPITAL ACCOUNTS 6.$ INITIAL CAPITAL CONTRIBUTIONS. Each Member shall make the Capital. Contribution described for that Member on Exhibit A at the time and on the terms specifier) on Exhibit A.. The value of the Capital Contribution shall be as set forth on :Exhibit A. No interest shall accrue on any Capital Contribution and no Member shall have the right to withdraw or be repaid any Capital Contribution except as provided in this Operating Agreeinent. 6.2 ADDITIONAL CAPITAL CONTPINUTIONS. In addition to the Initial Capital Contributions, a Majority of the Members may determine from time to time that Additional Contributions are needed to enable the Company to conduct its business. Upon making such a determination the Company shall give written notice to all Members at. least thirty (3 ©) days prior to the date on which such Additional Contribution is due. Such Notice shall set forth the amount of Additional Contribution needed, the purpose for which the Additional Contribution is needed, and. the date by which the Members should contribute. Each Member shall be entitled to contribute a proportionate share of such Additional Contribution, determined in accordance with their respective Sharing Ratios. No Member shall be obligated to make any Additional Contributions. In the event any one or more Members do not make their ratable share of an Additional Contribution, the other Members shalt be given the opportunity to make; the contributions, in proportion to their respective Sharing Ratios (excluding for this purpose the Sharing Ratios of the Members that do not elect to contribute their ratable shares). Each Additional Member shall make the Capital Contribution to which such Member has agreed, at the time or times and upon the terms to which the Company and the Additional Member agree. 6.3 MAINTENANCE OF CAPITAL ACCOUNTS. The Company shall establish and maintain Capital Accounts for each Member and Assignee. Each Member' s Capital Account shall be increased by: ( 1) the amount of any cash actually contributed by the Member to the capital of the Company; (2) the fair market value of any property or other consideration contributed, as determined by the Company and the contributing Member at arm's length at the time 'ofcontribution (net of liabilities assumed by the Company or net of liabilities which the Company takes such property subject to, within the meaning of Code § 752); and (3) the Member's share of net profits and of any separately allocated items of income or gain (including any gain and income from unrealized income with respect to accounts receivable allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). Each Member's Capital Account shall be decreased by: (1) the amount of any cash actually distributed to the Member; (2) the fair market value of any property distributed to the Member, as determined by the Company and the contributing Members at arm' s length value OPBRATtNG AGRFF.EMENr - P, 1 at the time of distribution (net of liabilities of the Company assumed by the Member or net of liabilities which the Member takes such property subject to within the meaning of Code § 752); and (3) the Member' s share of net losses and of any separately allocated items of deduction or Ioss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). 6.4 TRANSFER OF MEMBERSHIP INTEREST. In the event of a Transfer of some or all, of a Membership Interest in the Company, the Capital Account of the Transferring Member sliall became the Capital Account of the Assignee, to the extent it relates to the portion of the Membership Interest transferred. 6.5 CowmANcE vnTH CODE § 704(b). The manner in which. Capital Accounts are to be maintained pursuantt to this Article 6 is intended to comply with the requirements of Code § 704(b) and the Regulations promulgated there tinder. If, in the opinion of the Company's legal counsel or accountants, the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Article 6 should be modified in order to comply with Code § 704(b) and the Regulations there ur ,der, then notwithstanding anything to the contrary contained in the preceding provisions of this Article 6, 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 Members, Notwithstanding anything herein to the contrary, this Operating Agreement shall not be construed as creating a deficit restoration obligation or to otherwise personally obligate any Member to make a Capital Contribution in excess of the initial contribution. ARTicu 7 AuocATio s ANo Lbls'rRIBunoNs 7.1 AmocAvoNs OF NET PnonTs AND LOSSES FROM OPERATIONS. Except as may be required by Code § 704(c) and this Article 7, net profits, net losses, and other items of income, gain, loss, deduction. and credit shall be apportioned among the Members in proportion. to their Sharing Ratios, 7.2 LIMiTATEON. The net loss allocated to each Member for any Company fiscal year pursuant to Section. 7. 1 shall not exceed the maximum amount of net loss that can be so allocated under Regulation § 1 .704-1 (b)(2)(ii), The foregoing limitation shall be applied on a Member�by- Member basis so as to allocate the maximum permissible net losses to each Member under Regulation § 1 . 7044(h) (2) (H). 7.3 I)F.TERmiMATioN OF NET PROFIT OR LOSS. (a) COMPUTATION OF NET PROFIT OR LASS. The net profit or net loss of. the Company, for each fiscal year or other period, shall be an amount equal to the Company's taxable incorne or loss for such period, determined in accordance with Code § 703(a) (and, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code § 703(a)(1), including income and gain exempt from federal income tax, shall be included in taxable income or Lass). OPGRA.TINC ACrU MENr - PS (b} ADW8TMCNT T€7 NET PRom OR Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property's book value determined in accordance with Regulation § 1 .704- I (b). 7.4 MANDATQRv TAX ALLOCATIONS UNDER CODE § 704(c), lit accordance with Code § 704(e) and Regulation § 1 .704-3, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal, income tax purposes and its initial book value. Prior to the contribution of any property to the Company that has a fair market value that differs from its adjusted tax basis in the hands of the contributing Member on the date of contribution, the contributing Member and the Company shall agree upon the allocation method to be applied with respect to that property under Regulation § 1 .704-3 . 7,5 INTERIM DISTRMIrrION9. From time to time, the Company with the consent of a Majority of the Members shall, with reasonablo judgment, determine to what extent, if' any, the Company' s cash on hand exceeds the current and anticipated needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory Distributions, if any. To the extent such excess exists, the Company may snake Distributions to the Members in accordance with tier Sharing Ratios. Such Distributions shall be in cash or other property (which need not be distributed proportionately) or partly in both, as determined by the Company. AuTiuy 8 TAxEs 8.1 ELE.CTION& A Majority of the Members may make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having ,jurisdiction over the Company. 8.2 TAX MATTERS PARTNER. The Members realize that the Company will be classified for federal income tax purposes as a partnership subject to taxation ptusuaut to Subehapter l4 of the Code. Furthermore, the Members recognize that none of them will be a "general partner" nor have liability for debts, liabilities and obligations of the Company. Nevertheless, the Members are cognizant of that fact that a tax matters partner must be appointed for the Company. Therefore, the Members shall designate one of the Members as the tax matters partner afthe Company pursuant to Code § 6231 (a) (7). Any Member designated, as the tax matters partner shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of Code § 6223. Any Member who is the designated tax matters partner may not take any action contemplated by Code § § 6222 through 6232 without the consent of a Majority of the Members. 8.3 CASH METHOD On ACCCDUNTING. 'rhe records of the Company shall be maintained an a calla receipt and disbursements method of accounting. OPERATING AGREEMENT - P.9 ARTI u 9 TRANSMRS OF MEI )MRSHIP INTEPMSTS 9.1 RESTRICTEON ON TRANSFER& Without the prior written consent of a Majority of the Members, no Member may directly or indirectly sell, transfer, assign, pledge or otherwise encumber; voluntarily or involuntarily, all or any part of its Membership Interest in the Company except as provided in this Article 9. Any other transfer or encumbrance shall be void. The terms of Us Section 9. 1 shall not restrict, however, a Transfer: (a) by any Member on account of such Member' s death to a transferee permitted under this Section 9. 1. ; (b) by a Member to a trust for the benefit or, or a corporation or partnership at least eighty percent (80%) of the equity of which is owned by the Member, the .Membees spouse, or lineal ancestors or lineal. dese %ndamts of the Member; (c) by way of dissolution or liquidation to the beneficiaries of a trust, or equity owners of a corporation or partnership, that vrould qualify as a transferee under clause (b) ofthis sentence; (d) by any Member to another Membcr; or (e) in respect to any individual Member, the transfer or assignment by gift or bequest to such Member's spouse, or the lineal ancestors or lineal descendants of the Member; provided, however, that notwithstanding the foregoing provisions, In the event a Member' s spouse acquires an Membership Interest in the Company, such spouse may not convey, transfer, sell or otherwise dispose of such Membership Interest without the prior written consent of a Majority of the .Members, except for transfers to a. Member or lineal descendant of a Member, who is an original party to this Agreement. Notwithstanding the above provisions allowing certain 'I`mr sfers, consistent with the provisions of Section 9.4, a Transfer does not entitle the Assignee to become a Member unless the Assignee is admitted as a Substitute Member in accordance with Section 9.5 . In the event of any transfer pursuant to this Section 9. 1 , the Assignee shall be bound by this Agreement. In no event, however, shall any transfer pursuant to this Section 9. 1 relieve the transferor of any of its obligations under this Agreement. 9.2 REGHT OF Fi sT REFUSAL. In addition to the other limitations and restrictions set forth in this Article 9, except as permitted by Section 9. 1 hereof, no Member shall Transfox all or any portion of his or her Membership Interest (the "Offered Interest') unless such Member (the "Seller") first offers to sell the Offered. Interest pursuant to the terms of this Section 9 .2. (a) DM'ITATION ON TRANSFERS. No Transfers may be made under this Section 9.2 unless the Seller has received a bona fide written offer (the "Purchase Offer") from a person (the "Purchaser") to purchase the Offered Interest for a purchase price (the "Offer Price) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed, by the Purchaser and shall be irrevocable for a period ending no sooner than the day following the end of the Offer Period as hereinafter defined. (b) OFFER TO 1!!YIEMBERS, ( 1 ) OFFERNoTicre. Prior to making any transfer that is subject to the terms of this Section 9.2, the Seller shall drive to the other Members a written notice (the "Offer Notice") which, shall include a copy of the Purchase Offer and an offer (the "Offer") to sell the Offered Interest to the other Members for the OPMATING AOREG M-qT - P. 10 Offer Price, payable according to the same terms as (or more favorable terms than) those contacted in the Purchase Offer, provided that the Offer shall be made without regard to the requirement of any earnest money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price. (2) OFFER PERIoD. The Offer shall be irrevocable for a period (the "Offer Period") ending at 11 : 59 p,m., local time at: the Company's principal office, on the ninetieth (90th) day following the date of the Offer Notice. (3) ACCEPTANCE OF OFFER, At any time during the Offer. Period, the Otferees may accept the Offer by giving written notice of such acceptance to the Seller and the Company. If more than one Offeree accepts (the "Accepting OPr'erees") the Offer, each such Accepting Offeree shall have the right to purchase a portion of the Offered Interest equal to the proportion that his or her sharing ratio bears to all the Shut ing .Ratio of all. Accepting Off'erees. (4) CLOSING OF PURCHASE PURSUANT TO OFFER. If the Offer is accepted, the closing of the sale of the Offered Interest shall take place within thirty (30) days after the Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Seller and the Accepting Offerees shall execute such doet'cments and instruments as may be necessary or appropriate to affect the sale of the Offered Interest pursuant to the terms of the Offer and this Section 9 .2. (c) SALE PURSUANT T'O .PURCHdASE OFFER IF OFFER R&tECTED. If the Offer is not accepted in the manner hereinafter provided, the Seller may sell the Offered Interest to the Purchaser at any time within sixty (60) days af9 er the last day of the Offer Period, provided drat such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with the other terms, conditions,, and restrictions of this Agreement that are applicable to sales of Interests and are not expressly made inapplicable to sales occurring under this Section 9.2. If the Offered Interest is not sold in accordance with the terms of the preceding sentence, the Offered Interest shall again become subject to all of the conditions and restrictions of this Agreement. 9.3 CONDITIONS To PERMITTED TRANSFERS. Notwithstanding the ability of a Member to Transfer all or a portion of their Membership Interest in accordance with Sections 9. 1 or 9.2. a Transfer shall not be permitted Under Sections 9. 1 and 9.2 unless and until the following conditions are satisfied: (a) The Assignor and Assignee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the Assignee to be bound by the provisions of this Article 9; provided that, in the case of an involuntary Transfer, the Transfer shall be confirmed by presentation to the Company of legal. evidence of such Transfer, in form and substance reasonably oPf-TATINo AQRFv.wwr - P. 11 satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the Assignor andlor Assignee for all costs and expenses that A reasonably incurs in connection with the Transfer. (b) The Assignor shall furnish to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, that the Transfer will not cause the Company to terminate for federal income tax purposes under Code § 708 and that such Transfer will not cause the application of the rules of Code § § 168(g)(1)(B) and 168(h) (generally referred to as the "tax exempt entity leasing rules") or similar rules to apply to the Company, the Company property or the Members. (c) The Assignor and Assignee shall provide to the Company the Assign.ee' s taxpayer identification number, sufficient information to determine the Assignee's initial tax basis in the Membership Interest transferred and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without, limiting the generality of the foregoing, the Company shall not be required to make any Distribution otherwise provided. for, in this Operating Agreement with respect to any Membership Interest transferred until it has received such information. (d) Except in the case of an involuntary Transfer, either: (i) the Membership Interest Transferred shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws; or (ii) the Assignor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Transfer is exempt liom all applicable registration requirements and that the Transfer will not violate any applicable taws regulating the; Transfer of securities, (e) Fxcept in the case of an involuntary Transfer, the Assignor shall provide an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Transfer will not cause the Company to be deemed to be an "investment. company" Larder the Investment Company Act of 1940. 9A RfGHTS AND OBLEOAT(ONS OF ASSF.C.NkiES AND ASSIGNORs. (a) A Transfer by any Member or other person shall not itself dissolve the Company or entitle the Assignee to become a Member nor exercise any rights of a Member, including, without limitation, any Member's Management Rights. (b) A 'Iransfer by any Member, ,including, without limitation, any involuntary Transfer, shall eliminate the Member's power and right to vote (in proportion to the extent of the Membership Interest `fransferred) on any matter submitted to the Members, and, for voting purposes, such Membership Interest shall not be counted as outstanding in proportion to the extent of the Membership Interest Transferred. The foregoing limitation shall apply not only to the Member but, notwithstanding any contrary provision of applicable law, also to any successor in interest, including, without limitation, the Member' s, executor, administrator, guardian, conservator or other legal representative, unless and until admitted as a Substitute Member, The Transfer shall, not otherwise cause OPERA? DIG AGREEMPNT - P. 1Z j the Member to be released from any liability to the f;ompany solely as a. result of the Transfer. (c) An Assignee that is not admitted as a Substitute Member pursuant to Section 9.5 shall be entitled only to the Economic 'Rights with respect to the Membership Interest Transferred and shall have no Member's Management Rights (including, without limitation, rights to any information or accounting of the affairs of the Company or to inspect the books or records of the Company) with respect to the Membership Interest 'transferred. If the Assignee becomes a Substitute Member, the voting rights associated with the Membership Interest Transferred shall be restored and be held by the Substitute Member along with all other Member' s Management Rights with respect to the Membership Interest Transferred. The Assignee shall have no liability as a Member solely as a result of the Transfer. (d) If a court of competent jurisdiction, on behalf of a ,judgment creditor of a Member, charges a Member's Membership Interest in the Company with the payment of an unsatisfied amount of a judgment with interest, then to the extent so charged the judgment creditor shall be treated as an Assignee. 9.5 ADMISSION of Ass►GNEE As SUBST$T€ITF MEMBER. Subject to the other provisions of Us Article 9, an Assignee may be admitted to the Company as a. Substitute Member, with all of the Management Rights of a Member, but only upon satisfaction of all of the following conditions, upon which satisfaction the Substitute :Member shall have, to the extent assigned., the rights and powers, and be subject to the restrictions and liabilities, of a Member under the Act, the .Articles and this Operating Agreement, and shall be liable for any obligations of the Assignor to make Contributions, but shall not be obligated f'or liabilities reasonably unknown to the Assignee at the time the Assignee becomes a Member: (a) The Members then entitled to vote unanimozcrty consent to such admission, which consent may be given or withheld in the sole and absolute discretion of each Member; (b) The Assignee becomes a party to this Operating Agreement as a Member by executing such documents and instruments as a Majority of the Members may reasonably request as necessary or appropriate to confirm such Assignee as a Member in the Company and such Assignee' s agreement to be bound by the terms and conditions of this Operating Agreement; (c) The Assignee pays or reimburses the Company for all reasonable legal, filing and publication costs that the Company incurs in connection with the admission of the Assignee as a. Member with, respect to the Membership Interest Transfeued; and (d) If the Assignee is not a natural person of legal majority, the Assignee provides the Company with evidence reasonably satisfactory to counsel for the Company of the authority of the Assignee to become a Member and to be bound by the terms and conditions of this Operating Agreement. OPIiRKnN'G AGR.GGMENT - P.19 9.6 FFFBC'r OF AIDMIsmi, OF 908STITUTE Wmsmi ON AssIGNOR AND COMPANY. ]Notwithstanding the admission of an Assignee as a Substitute Member, the Assignor shall not be released, from the Assignor' s liability to the Company, but such admission shall cause an Assignor that is a Member to cease to be a Member with respect to the Membership Interest Transferred when the Assignee becomes a Substitute Member. In any such case, the admission of the Assignee as a Suhstitute Member shall constitute the requisite consent of the Members to continue the business of the Company notwithstanding that such admission will cause the termination of the Membership of the Assignor with respect to the Membership Interest Transferred. 9.7 DISTRIIIIUVONS AND ALLOCATIONS RFGARR1NG TRANSFERRE1) MER'ISERSRYF lN'rERES'FS. Upon any Transfer during any fiscal year made in compliance with the provisions of this Article 9, net ,profits, net losses, each item thereof and all other items attributable to such interest for such fiscal year shall be divided and allocated between the Assignor and the Assignee by taking into account their varying interests during such fiscal year in accordance with Code 706(d), using any conventions permitted by law and selected by the Company. ARTICLE Ill DISSOCIATION OF A MF,MBU< R 10.1 Dys%socuTION. A person shall cease to be a Member upon the happening of any of the follow ng events: (a) The Member withdraws I y voluntary act from the Company by giving thirty (30) days Notice to the Company; (b) The Member ceases to be a Member of the Company due to the Transfer of all of such Member's Membership Interest in the Company during his lifetime rr at death; (c) The Member is removed as a Member by an affirmative vote of a Majority of the Members who have not assigned their Membership Interests at the timc of the vote; (d) Except where the Member obtains the written consent of all Members at the time, the Member (i) mattes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated bankrupt or insolvent; (iv) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding of this nature; or (v) seeks, consents to, or acquiesces to the appointment of a trustee, receiver or liquidator of the Member or of all or any substantial .part of the Member' s properties; (e) Except where the Member obtains the written consent of all Members at the time, if within one hundred twenty (120) days alter the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, Ot'ERkT[NC.A02EG�IkiN'r - P.I4 i readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within one hundred twenty (120) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the Member or of all or any substantial part of his properties, the appointment is not vacated or stayed or if within one hundred twenty (120) days after the expiration of any stay, the appointment is not vacated, or (f) The Member ceases to be a Member of the Company due to any other Event of Dissociation enumerated in the Act. 1.042 WGaTs OF IDIsseewrrNG MEMn xte In the event any Member Dissociates prior to the expiration of the Term: (a) If the Dissociation causes a dissolution and winding up of the Company under Article 12, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member except that any Distributions to which die Member would have been entitled shall, be reduced by Sze damages sustained by the Company as a result of the Dissolution caused by the dissociation and winding up, (b) If the Dissociation does not cause a dissolution and winding up of the Company under Article 12 and the event of Dissociation is under Sections 10. 1 (c) the Manlier shall be entitled to an amount equal to the value of the Member's Membership Interest in the Company, to be paid within six (&) months of the date of dissociation; (e) As to all other events of Dissociation defined in Section 10. 1 , which do not cause a dissolution, the dissociated Member or successor thereto shall be considered an Assignee and will be entitled to receive an amount equal to the Member' s Membership Interest in. the Company, to be paid only when the Company is dissolved and wound up in accordance with Article 12. The value of the Member' s Membership Interest shall include the amount of any Distributions to which the Member is ontitled under this Operating Agreement and the fair value of the Member' s Membersbip Interest as of the date of Dissociation based upon the Member's right to share in Distributions from the Company reduced by any damages sustained by the Company as a result of the Member's Dissociation; and (d) Notwithstanding the foregoing, in the event a Member becomes Dissociated as provided in, Section 10. 1 (b) or in connection with the transfer of the Member's entire Membership Interest to a permitted transferee described in Section 9. 13 the transferring Member shall not be compensated by the Company for his Membership Interest under this Section 10.2, A.RTICLR 11 ADMISSION OF ADD.rrIONAL MEMBERS 1101 ADMISSION of ADDfT[ONAL MEMBER. A person shall be admitted, as an Additional Member only if the Members then entitled to vote unantmously consent to such OPGa!rING AGRF.'EMi.N'€ - P.1 $ i admission, which, consent may be given or withheld in the sole and absolute discretion of each Member. Any Additional Member shall make such contribution as is agreed upon by the Additional Member in writing and approved by the Members by their admission of the Additional Member, which writing shall specify the value of the Additional Member' s contribution and the time for making such. Contribution. Notwithstanding the foregoing, a person shall not become an. Additional Member unless and until such person becomes a party to this Operating Agreement as a Member by signing a counterpart signature page to this Operating Agreement and executing such documents and instruments as the Members reasonably may request to confirm such person as a Member in the Company and such person' s agreement to be bound by the terms and conditions of this Operating Agreement, 111 ACCOUNTING, No Additional Member shall be entitled to any retroactive allocation of any income, gain, loss or deduction of the Company. The Company may at the time an Additional Member is admitted, close the Company books (as though the Company' s tax year had ended) or make pro rota allocations of income, gain, loss or deduction to an Additional Member for that portion of the Company' s tax year in which such Member was admitted in accordance with the provisions of Code § 706(d) and the Regulations there under. AIi cu 1.2 DISSOLUTION AND WINIDINC UP 12.1. DissoI,unom The Company shall be dissolved and its affairs wound up, upon the first to occur of the following events (which, unless the Members agree to continue the business, shall. constitute "Dissolution Events"): (a) The expiration of the Term, unless the business of the Company is continued with the consent of all of the Members; (b) The unanimous written consent of all of tho Members; (c) The dissociation of any Member, unless the business of' the Company is continued with the consent of all the remaining Members within % days after such dissociation: or (d) The entry of a decree of judicial dissolution. 12.2 DISTnrBUTION of ASSETS ON DISSOLUTIONI o Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, satisfying the claims of its creditors and Members, and liquidating or distributing its assets to the extent necessary therefore; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the orderly winding up of the Company's business and affairs. To the extent not inconsistent with the foregoing, all obligations in this Operating Agreement shall continue in full force and effect until such time as the Company property has been distributed pursuant to this Section 12.2. The Members shall oversee the winding up and dissolution of the Company, provide a fail accounting of the Company's liabilities and property, cause the Company property to be distributed in kind or to be liquidated as promptly as is consistent with obtaining the fair value thereof and cause the OrrsRATncc AGRHFomNT - P.1.6 i proceeds there from and any remaining property, to the extent sufficient therefore, to be applied and distributed, in the following order: (a) To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of Company Iiabilities; and (b) To Members in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the Company's taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within sixty (60) days of the end of the Company's taxable year or, if later, within ninety (90) days after the date of liquidation. Such distributions shall be in money or other property (which need not be distributed proportionately) or partly in both, as determined by the Member, If any Member has a capital account deficit (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Member shall have no obligation to make any contribution with respect to such deficit, and such deficit shall not be considered a debt owed. by such Member to the Company or to any other person for any purpose whatsoever. 12.3 WINDING UP Alva CERTIFICATE OF DISSOIdr,'ION. The winding up of the Company shall, be completed when all debts, liabilities, and obligations of the Company have been paid and, discharged or reasonably adequate provision therefore has been made, and all of the remaining property and assets of the Company have been distributed to the Members, Upon the completion of winding up of the Company, a Certificate of Dissolution shall be delivered to the Secretary of State for filing. The Certificate of Dissolution shall set 4'orth the information required by the Act. ARTICLu 13 AIVIENIMENT This Operating Agreement may be amended or nmdified txorn time to time only by a written instrument adopted and executed by all of the Members. ARTtcLm 14 MISCELLANEOUS PROVISIONS 14.1 ENTIRE AGREEMENT, This Operating Agreement represents the entire agreement among all the Members and, between the Members and the Company. 141 No PARTNERSHIP INTENDED FOR NoN-TAx PuRPosE& Th&Vtrmbershave formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Idaho General Partnership Act, or the Idaho Limited Partnership Act, The Members do not intend, for non-tax purposes, to be partners to one another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership for non-tax purposes, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason. of such wrongful representation. OPEIZATCNO AG We MCWT - P.I7 14.3 1UGNTs oPCREoSTORs AND ` uiRDl? ARTYESUNDER (OPERATING AGREEMENYW This Operating Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Operating .Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between. the Company and any Member with respect to any Capital Contribution or otherwise. 14A ATTORNEY FEES. Should any litigation be commenced between the parties to this Operating Agreement concerning the Agreement or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorney fees in such litigation. which shall be determined by the court in such litigation or in a separate action brought for that purpose. t4.5 ACTION BY COMPe.kNY. Any acts, duties, responsibilities or the like of the Company shall be construed to mean acts, duties, responsibilities or the like of a Majority in Interest of the Members. 14.6 SEPARATE PROPERTY. It is the intent of the parties to this Agreement that the Interests in the Company shall retain the same character as the consideration provided in exchange for the Interests, including those Interests which may in, the future be held by or on behalf of a transferee of the Members and all capital contributions made by them shall be and remain the separate property of the transferee, together with the rents, income, issues and profits there from, and appreciation therein, and that, except as otherwise provided herein, no spouse of such a transferee shall have any interest in the subject matter of this Agreement. IN WITNESS WFIEREOC, we the parties have executed, this Agreement as of the date first writ waIn s g tt . eridia lZdi Kinney Residing at Met4diIdaho OPt;RAT[NG AGRt1T4EMf - P. 18 EXHIBIT A . 'INITIAL C:API.TAL $DARING MEMBER • . CONi'RIBUTION/VALTJE `-""ItA7:IO Alliance Management Consultants, $ 9WOO f'99% f� LLC Kim Kinney $ 10.00 1 % IF OPERATING AGRif UFNT - P.19