PZ - Assign MI-SEC 098, LLC ASSIGNMENT AND ASSUMPTION
OF
MEMBERSHIP INTEREST
This Assignment and Assumption of Membership Agreement (the "Assignment") is
entered into by and between Summit Exchange Company, LLC , a Utah limited liability
company (" Summit") , and MV Property, LLC , a Nevada limited liability company ("MV
Property") as of the Effective Date set forth below.
WHEREAS , MV Property is completing a "Construction Exchange" pursuant to IRC
§ 1031 and regulations promulgated thereunder (the "Exchange") .
WHEREAS , MV Property has engaged Summit as its "Qualified Intermediary" relative
to the Exchange .
WHEREAS , Summit, to facilitate the completion of improvements upon MV Property ' s
Replacement Property pursuant to the Exchange as contemplated in Treas . Reg . § 1 . 1031 (k) ,
formed a wholly owned, single member limited liability company known as SEC 098 , LLC
(" SEC 098 ") •
WHEREAS , SEC 098 has acquired and improved one or more parcels of real property
located in the State of Utah .
WHEREAS , MV Property now desires to complete the Exchange and acquire title to the
improved Replacement Property through the assignment of 100% of the Membership Interests in
SEC 098 pursuant to the terms and conditions of this Agreement (the "Interests") .
WHEREAS , Summit desires to assign to MV Property the Interests together with all
burdens and benefits associated therewith as of the Effective Date (defined below) .
NOW THEREFORE , in consideration of the mutual covenants and promises set forth
herein the receipt and legal sufficiency of which is hereby acknowledged, the parties agree as
follows :
L Assignment. Summit hereby assigns , conveys and transfers unto MV Property the
Interests consisting of one hundred percent ( 100%) of the Membership Interests in SEC 098
including all right, title and interest in all capital, profits and losses associated therewith . By
execution of this Assignment, MV Property intends to become the sole Member of SEC 098 .
MV Property hereby accepts the assignment and transfer of the Interests in SEC 098 from
Summit and does hereby ratify, accept, adopt and agree to be and is hereby bound by all of the
terms , provisions , contracts and covenants applicable to SEC 098 . MV Property hereby assumes
all obligations, responsibilities , duties , liabilities and costs of a member accruing or become due
from and after the Effective Date hereof. Conversely, MV Property is hereby assigned and
entitled to receive all benefits , rents , profits, credits, economic or otherwise derived from the
ownership of SEC 098 and its assets accruing on or after the Effective Date . The Operating
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Agreement for SEC 098 is hereby amended to provide that MV Property is the new sole member
of the SEC 098 . MV Property agrees to indemnify and hold Summit harmless from any and all
liabilities relative to SEC 098 which may arise after the Effective Date . MV Property is hereby
admitted as a Member of SEC 098 (as opposed to only owning an economic interest) and is the
sole Member of SEC 098 . MV Property agrees that any and all obligations of SEC 098 or
Summit to acquire and improve the Replacement Property and to convey the Interests to MV
Property are hereby satisfied.
2 . Appointment. MV Property, as the assignee and owner of 100% of the
outstanding Membership interests in SEC 098 , hereby appoints John Robertson as the sole
Manager of SEC 098 , effective as of the Effective Date . John Robertson accepts such
appointment as evidenced by his/her signature to this document. John Robertson agrees to
amend any and all state filings to reflect the new ownership of SEC 098 , including the
designation of a new Registered Agent and business office for SEC 098 .
3 . Severability . Any provision of this Assignment that is prohibited or
unenforceable shall be ineffective but only to the extent of such provision but without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability shall
not invalidate or render unenforceable any other provisions of this Assignment.
4 . Effective Date . The Effective Date of this Assignment shall be November 25 ,
2018 . All benefits and burdens of ownership of the Interests and the assets of SEC 098 shall
transfer as of the Effective Date . MV Property shall assume all risk of loss and shall be entitled
to receive all benefits and burdens derived from the ownership of the Interests as of 12 : 01 A.M.
as of the Effective Date . The parties have expressly negotiated the terms and conditions of this
Assignment relative to the Effective Date as an essential element of the agreements between the
parties .
5 . Situs . This Agreement shall be construed in accordance with the laws of the State
of Utah.
Summit Exchange Company, LLC MV Property, LLC,
It
a Utah limit liability ability company a Nevada limited liability company
r/ j By : North American Management, LLC
By: It a Utah limited liability company
Name : ,I7aniel J. Torkelson its Manager
Its : 11 Manager
By :
Name : �a ✓v4 4e/� fP/�e(�►
Its :
18-064 DJT
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