CC - Operating Agreement OPERATING AGREEMENT
OF
SEC 098, LLC
I. PRELIMINARY PROVISIONS:
1. Effective Date: This operating agreement for SEC 098, LLC is effective upon the execution by the
Parties that have signed this agreement below.
2. Formation:on September 24, 2018 Certificate of Organization for SEC 098, LLC (the Company) a
Limited Liability Company organized under the laws of the State of Utah,were filed with the State
of Utah Department of Commerce, Division of Corporations& Commercial Code,and The Pointe
At Meridian, LLC the Single Member of the Company entered into this operating agreement for
the Company on February 24, 2020.
3. Daniel J Torkelson is the Resident Agent of the Company whose address is 111 E Broadway 11tn
Floor,Salt Lake City, UT 84111 and North American Management LLC is the Manager whose
address is 197 West, 4860 South, Salt Lake City, UT 84107.
4. Business Purposes:The purpose of the Company are those set forth in the articles of organization
filed with the Utah Division of Corporations and Commercial Code to organize the Company as a
limited liability company.The Company is a single member LLC of The Pointe at Meridian, LLC.
5. Duration of LLC: The Company commenced on the date its articles were deemed filed with the
Utah Division of Corporations and Commercial Code and shall continue in existence until dissolved
pursuant to the act or shall terminate when a proposal to dissolve is adopted by the membership
of this LLC or when this LLC is otherwise terminated in accordance with law.
II. MEMBERSHIP PROVISIONS
1. Nonliability of members: No member of this LLC shall be personally liable for the expenses,
debts, obligations or liabilities of the LLC, or for claims made against it.
2. Management: The Company shall managed as set forth in the Articles and the management is
vested in the Manager. As at the Effective Date the Company shall be managed by North
American Management LLC. The Single Members may remove and replace the Manager at any
time upon the affirmative vote to remove.
3. The Corporate and Company Business: Member Meeting Provisions, Compensation, Operating
Policies, Sale of Membership Interest& Disputes and all other provisions of the Member are to
be determined and approved by the affirmative majority vote of The Pointe At Meridian, LLC.
4. The "Authorized Signatories" for the Company shall be the Manager, as representative carrying
out the instructions of the single member.
Execution of Agreement: in witness whereof, the Member has executed this Operating Agreement
as of February 24, 2020.
The Pointe At Meridian, LLC
By:
Its: Manager
EXHIBIT"A"
NAME OF SINGLE MEMBER AS AT THE EFFECTIVE DATE:
MEMBER PERCENTAGE INTERET
The Pointe At Meridian, LLC 100%
OPERATING GUIDELINES
OF
SEC 098, LLC
TABLE OF CONTENTS
ARTICLE1. DEFINITIONS.................................................................................................................I
1.1. Scope...........................................................................................................................................1
1.2. Defined Terms......... I
ARTICLE2. ORGANIZATION...........................................................................................................2
2.1. Formation of the Company.........................................................................................................2
2.2.Name of the Company................................................................................................................2
2.3. Registered Agent and Location of Records................................................................................2
2.4. Purposes of the Company...........................................................................................................2
2.5. Term of Existence.......................................................................................................................2
2.6. Name and Address of Initial Member.........................................................................................2
2.7. Initial Capital Contribution.........................................................................................................2
ARTICLE 3. DISPOSITION AND CREATION OF MEMBERSHIP INTERESTS...........................3
3.1. Transfer of Membership Interests...............................................................................................3
3.2. Requirements for Admission of a New or Substitute Member...................................................3
3.3. Rights of Transferees..................................................................................................................3
3.4. Creating New or Additional Membership Interests....................................................................3
3.5. Effect of Admitting New Members or Transferring Interests ....................................................3
ARTICLE 4. MANAGEMENT OF THE COMPANY.........................................................................3
4.1. Management of the Company.....................................................................................................3
4.2. Tenure of Managers....................................................................................................................3
4.3. Removal......................................................................................................................................4
4.4. Managers Need Not Be Members...............................................................................................4
4.5. Powers and Authority of Managers............................................................................................4
4.6. Manner of Acting........................................................................................................................5
4.7. Compensation of Managers........................................................................................................5
4.8. Managers as Fiduciaries..............................................................................................................6
ARTICLE 5. BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS........................................6
5.1. Maintenance of Books and Records ...........................................................................................6
5.2. Tax Year and Accounting Method..............................................................................................6
ARTICLE 6. INDEMNIFICATION......................................................................................................6
ARTICLE 7. DISSOLUTION, LIQUIDATION AND TERMINATION.............................................7
7.1. Events of Dissolution..................................................................................................................7
7.2. Exclusivity of Events..................................................................................................................7
7.3. Winding Up.................................................................................................................................7
ARTICLE 8. GENERAL PROVISIONS ..............................................................................................7
8.1. Additions and Amendments........................................................................................................7
8.2. Required Amendments ...............................................................................................................7
8.3. Power of Attorney.......................................................................................................................7
8.4.Nominees....................................................................................................................................8
8.5. Severability.................................................................................................................................8
8.6. Applicable Law...........................................................................................................................8
8.7. Headings and Captions...............................................................................................................8
8.8. Pronouns.....................................................................................................................................8
8.9. Opportunities..............................................................................................................................8
i
OPERATING GUIDELINES
Operating Guidelines
of
SEC 098, LLC
A Utah Limited Liability Company
These Operating Guidelines of SEC 098, LLC, effective as of the 241h day of September,
2018, are executed and adopted by Summit Exchange Company, LLC, a Utah limited liability
company (hereafter referred to as a "Member" or "the Member"). Pursuant to the Act, these
Guidelines shall constitute the operating agreement of the Company.
ARTICLE 1. DEFINITIONS
I.I.. Scope. For purposes of these Guidelines, unless the language or context clearly indicates
that a different meaning is intended, capitalized terms have the meanings specified in this article.
1.2. Defined Terms.
1.2.1. "Act" means the Utah Revised Limited Liability Company Act and any
successor statute, as amended from time to time.
1.2.2. "Articles" means the articles of organization filed with the Division of
Corporations and Commercial Code to organize the Company as a limited liability company,
including any amendments.
1.2.3. "Company"means SEC 098, LLC, a Utah limited liability company.
1.2.4. "Division" means the Utah Department of Commerce, Division of
Corporations and Commercial Code.
1.2.5. "Guidelines" means these Operating Guidelines, including any amendments,
supplements, or modifications thereto, which shall constitute the Company's operating agreement.
1.2.6. "Manager" means, individually and collectively, as indicated by the context in
which the term is used, each Person, whether or not a Member, who is vested with authority to
manage the Company in accordance with Article 4.
1.2.7. "Member" means an initial member of the Company and any Person who is
subsequently admitted as an additional or substitute member of the Company pursuant to the terms of
these Guidelines.
1.2.8. "Membership Interest" or "Interest" means a Member's percentage interest
in the Company, consisting of the Member's right to share in profits, receive distributions, participate
in the Company's governance, approve the Company's acts, participate in the appointment and
removal of a Manager, and receive infonnation pertaining to the Company's affairs. The initial
Member owns 100% of the Company. Changes in Membership Interests after the date that the
Company's Articles are filed with the Division will be reflected in the Company's records. The
allocation of Membership Interests reflected in the Company's records from time to time is presumed
to be correct for all purposes of these Guidelines and the Act.
1.2.9. "Person" means any individual, association, cooperative, corporation, trust,
partnership,joint venture, limited liability company, or other legal entity.
1.2.10. "Property" or "Properties" means one or more of the individual parcels of
real estate acquired by the Company.
1
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCX
1.2.11. "Transfer" means, with respect to an Interest, a sale, assignment, gift or any
other disposition by a Member, whether voluntary, involuntary, or by operation of law.
1.2.12. "Transferee" means a Person who acquires a Membership Interest by
Transfer from a Member or another Transferee and is not admitted as a Member in accordance with
the Agreement. Notwithstanding anything herein to the contrary, a Transferee shall not have the
rights of a Member set forth in Article 1.2.8, other than the right to receive distributions as set forth
herein.
ARTICLE 2. ORGANIZATION
2_1. Formation of the Companv. The Company has been organized as a Utah limited
liability company pursuant to the Act. The rights and obligations of the Members shall be as set forth
in the Act unless these Guidelines expressly provide otherwise.
2.2. Name of the Company. The name of the Company is SEC 098, LLC, and all Company
business shall be conducted in that name or such other name the Member may select from time to
time and which is in compliance with applicable laws.
2_3. Registered Aaent and Location of Records. The registered agent and registered office
of the Company in the State of Utah shall be the initial registered agent and registered office set forth
in the Articles or such other Person or location, as the case may be, as the Member may designate
from time to time. The records of the Company required to be maintained by the Act shall be kept at
the principal office of the Company or at such other location as the Member may designate from time
to time, consistent with the Act.
2.4. Purposes of the Company. The purposes of the Company are those set forth in the
Articles.
2_5. Term of Existence. The Company commenced on the date its Articles were deemed
filed with the Division of Corporations and Commercial Code and shall continue in existence until
dissolved pursuant to the Act or such earlier time as may be determined in accordance with the terms
of these Guidelines.
2_6. Name and Address of Initial Member. The name and address of the initial Member
are:
Name Address
Summit Exchange Company, LLC l l l East Broadway, I I1h Floor
Salt Lake City, UT 84111
2.7. Initial Capital Contribution. The Member shall make an initial contribution to the
capital of the Company in the amount of the costs of formation.
OPERATING GUIDELINES _ SEC 098_LLC
00494770 DOCX
ARTICLE 3. DISPOSITION AND CREATION OF MEMBERSHIP INTERESTS
3_1. Transfer of Membership Interests. The Member may Transfer all or any part of his
Membership Interest to any other Person at any time. With the exception of an involuntary transfer of
an Interest to a creditor of the Member, any Person to whom an Interest is Transferred shall
immediately become a Member of the Company, unless the Member specifies otherwise in a written
transfer document. A creditor of the Member who acquires an Interest by means of an involuntary
Transfer shall be a mere Transferee.
3.2. Requirements for Admission of a New or Substitute Member. No Transferee shall have
the right to become a Member without the consent of the Member, the granting or denial of which
shall be within his sole and absolute discretion.
3_3. Rights of Transferees. If a Transferee is not admitted as a Member, he or she shall be
entitled to receive the allocations and distributions attributable to the transferred Interest, but he or
she shall not be entitled to inspect the Company's books and records, receive an accounting of the
Company's financial affairs, or otherwise take part in the Company's business or exercise the rights
of a Member under these Guidelines or the Act.
3.4. Creating New or Additional Membership Interests. The Member may admit
additional Persons to the Company as Members and Membership Interests may be created and issued
to those Persons on such terms and conditions as the Member determines at the time of admission.
The terms of admission or issuance must specify the interests in Company capital applicable to the
new interests.
3_5. Effect of Admitting New Members or Transferring Interests. If two or more Persons
ever own Interests in the Company simultaneously, the federal and state income tax treatment of the
Company will change significantly. Therefore, before transferring an Interest in the Company or
creating and issuing a new Interest, the Member should consult with a competent tax advisor.
ARTICLE 4. MANAGEMENT OF THE COMPANY
4_1. Management of the Company. The Company will be managed by one or more
Managers appointed by the Member from time to time. Any Manager, acting alone, may bind the
Company. The Member from time to time may change the number of Managers. As of the date of
these Guidelines, the names and addresses of the Managers are:
Name Address
John S. Bradley I I I East Broadway, Suite 1100
Salt Lake City, UT 84111
Daniel J. Torkelson l I 1 East Broadway, Suite 1100
Salt Lake City, UT 84111
Ray M. Beck I I I East Broadway, Suite l 100
Salt Lake City, UT 84111
4.2. Tenure of Managers. Managers shall serve for an indefinite period, except that: (a) a
Manager may resign at any time by giving written notice to the Members at least 30 days prior to the
effective date of the resignation; (b) a Manager who is a natural person shall cease to be a Manager
upon his or her death or at such time as he or she is adjudicated incompetent; (c) a Manager who is a
3
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCX
legal entity other than a natural person shall cease to be a Manager upon its dissolution; and (d) a
Manager shall cease to be a Manager at such time as he or she files, or fails to successfully contest, a
petition seeking liquidation, reorganization, arrangement, readjustment, protection, relief, or
composition in any state or federal bankruptcy, insolvency, reorganization, or receivership
proceeding.
4_3. Removal. Except as established by contract, a Manager may be removed by the Member
at any time, with or without cause.
4.4. Managers Need Not Be Members. A Manager need not also be a Member.
4_5. Powers and Authority of Managers. Except for matters on which the Member's
approval is required by the Act or these Guidelines, the Managers of the Company shall have full
power, authority, and discretion to manage and direct the Company's business, affairs, and
properties, including, without limitation, the following specific powers:
4.5.1. General Management Powers.
4.5.1.1. Disposition of Assets. To make all decisions relating to the sale,
lease, or other disposition of the Company's assets, including without limitation the Properties;
4.5.1.2. Purchase Assets. To purchase or acquire assets of all kinds for the
conduct of the Company's business, including without limitation the Properties on such terms as the
Manager deems prudent;
4.5.1.3. Management of the Company's Business. To manage all or any
part of the Company's assets and business, including the qualification of the Company to do business
in any state,territory, dependency, or country;
4.5.1.4. Borrow Money. To borrow money and grant security interests in the
Company's assets (including loans from Members), and prepay, refinance, or extend any mortgage
affecting the Company's assets;
4.5.1.5. Compromise or Release Claims. To compromise or release any of
the Company's claims or debts;
4.5.1.6. Employment of Agents. To select and remove all officers, agents,
and employees of the Company, and to employ any Person for the operation and management of the
Company's business, and
4.5.1.7. Tax Elections. To make all elections available to the Company
under any federal or state tax law or regulation.
4.5.2. Power to Bind the Company. Each Manager may execute and deliver:
4.5.2.1. Contracts and Conveyances. All contracts, conveyances,
assignments, leases, subleases, franchise agreements, licensing agreements, management contracts,
and maintenance contracts covering or affecting the Company's assets;
4.5.2.2. Checks and Payments. All checks, drafts, and other orders for the
payment of the Company's funds;
4.5.2.3. Mortgages and Promissory Notes. All promissory notes,
mortgages, deeds of trust, security agreements and other similar documents;
4.5.2.4. Certificates, Articles, and Reports. All articles, certificates, and
reports pertaining to the Company's organization, qualification, and dissolution,
4
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCX
4.5.2.5. Tax Returns and Reports. All tax returns and reports; and
4.5.2.6. Miscellaneous. All other instruments of any kind or character
relating to the Company's affairs.
4_6. Manner of Acting. The Managers may act with respect to any matter within the scope of
their authority at a meeting of Managers or pursuant to formal or informal procedures adopted at a
meeting of Managers. Procedures that may be adopted at a meeting of Managers include, without
limitation, the establishment of dates and times for regular meetings, procedures pursuant to which
the Managers may approve a matter without a meeting, and the delegation of duties and
responsibilities with respect to which the delegate may act without approval or ratification by the
other Managers. At any time that there is only one Manager acting, such Manager may manage and
administer the affairs of the Company in any manner it deems appropriate. Notwithstanding the
foregoing, at any time that there is more than one Manager, the Managers shall be required to
observe the following procedures.
4.6.1. Special Meetings. Special meetings may be called by any Manager or the
Member at any time.
4.6.2. Written Consent. Except as expressly provided otherwise, any action required
to be taken at a meeting of the Managers or any other action which may be taken at a meeting of the
Managers, may be taken without a meeting if the consent in writing, setting forth the action taken, is
signed by Managers having at least the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all Managers were present and voting. Prompt
notice of the taking of the action without a meeting by less than unanimous consent of the Managers
shall be given in writing to those Managers who were entitled to vote but did not consent in writing.
4.6.3. Telephonic Meetings. The Managers may participate in and act at any meeting
of Managers through the use of a conference telephone or other communications equipment by
means of which all Persons participating in the meeting can hear each other. Participation in such
meeting shall constitute attendance and presence in person at the meeting of any Manager so
participating.
4.6.4. Quorum. A majority of Managers present at any meeting of Managers will
constitute a quorum. No action may be taken at any meeting of Managers in the absence of a quorum.
4.6.5. Required Approval. The decision of a majority in number of the Managers
present at any meeting at which a quorum is present controls with respect to any matter arising within
the scope of their authority. At any time there is an even number of Managers serving, the Managers
may adopt any reasonable procedure for breaking deadlocks; however, if no such procedure is in
place at the time a deadlock occurs between the Managers, the decision resulting in such deadlock
shall be submitted to the Member at a special meeting for resolution.
4.6.6. Dissent. A Manager may be absolved from personal liability with respect to
any decision or action of the Managers which he or she voted against or did not participate in by
registering in the Company's records a written dissent from such action or decision within 30 days
after receiving notice of the decision. A dissenting Manager will nevertheless act with the other
Managers in any way necessary or appropriate to effectuate the decision of the majority, so long as
such decision or action is not illegal.
4.7. Compensation of Managers. Each Manager shall receive compensation for such
Manager's management and supervision of the Company's business according to the terms set forth
in one or more separate written agreements between such Manager and the Company or the Member
or as set forth in the operating agreement of the Member. Except as set forth in such separate
5
OPERATING GUIDELINES SEC 098,LLC
00494770.Docx
agreements, no Manager shall receive compensation for such Manager's management and
supervision of the Company's business.
4_8. Managers as Fiduciaries. Each Manager shall exercise all powers and perform all
duties in good faith, and shall act in all matters for the best interest of the Company, using reasonable
inquiry, diligence, and prudence.
4.8.1. Exculpation. A Manager will 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.
4.8.2. Justifiable Reliance. A Manager may rely on the Company's records
maintained in good faith and on information, opinions, reports, or statements received from any
Person pertaining to matters that the Manager reasonably believes to be within the Person's expertise
or competence.
4.8.3. Self-Dealing. A Manager may enter into a business transaction with the
Company if the terms of the transaction are no less favorable to the Company than those of a similar
transaction with an independent third party. Approval or ratification by the Members having no
interest in the transaction constitutes conclusive evidence that the terms satisfy the foregoing
condition.
ARTICLE 5. BOOKS,RECORDS,REPORTS AND BANK ACCOUNTS
5_1. Maintenance of Books and Records. The Company shall keep books and records of
accounts at its designated office set forth in the Articles. In addition, the Company shall maintain the
following at its designated office: (a) a current list in alphabetical order of the full name and last
known business address of each Member; (b) a copy of the stamped Articles and all amendments
thereto, together with executed copies of any powers of attorney pursuant to which any document has
been executed; (c) copies of the Company's federal, state, and local income tax returns and reports
and financial statements, if any, for the three most recent years; (d) copies of these Guidelines and
any amendments thereto; and (e) unless contained in these Guidelines, the Articles, or in any
amendments thereto, a writing setting out: (i) the amount of cash, a description and statement of the
agreed value of the other property or services contributed by each Member and which each Member
has agreed to contribute; (ii) the items as to which or events on the happening of which any
additional contributions agreed to be made by each Member are to be made; (iii) any right of a
Member to receive, or of the Members to make, distributions which include a return of all or any part
of the Member's contribution; and (iv)any events upon the happening of which the Company is to be
dissolved and its affairs wound up. Records kept pursuant to this paragraph are subject to inspection
and copying at the reasonable request, and at the expense, of any Member during ordinary business
hours.
5.2. Tax Year and Accounting Method. The Company's tax and fiscal years shall be the
calendar year. The Company shall use the method of accounting determined by the Manager to be
most appropriate for the Company's business after consultation with the Company's tax advisors.
ARTICLE 6. INDEMNIFICATION
The Company shall indemnify each Member, Manager, employee, or agent for all expenses,
losses, liabilities, and damages that such Person actually and reasonably incurs in connection with (a)
the defense or settlement of any action arising out of or relating to the conduct of the Company's
activities as long as such Person acted in good faith and in a manner which he or she reasonably
believed to be in the best interest of the Company, and, in the case of a criminal proceeding, had no
6
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCX
reasonable cause to believe that his or her conduct was illegal; or(b) the protection of the Company's
property. However, the Company shall not indemnify any Person in any action in which such Person
is adjudged to be liable for breach of a fiduciary duty owed to the Company or the Member under the
Act or these Guidelines
ARTICLE 7. DISSOLUTION, LIQUIDATION AND TERMINATION
7_1. Events of Dissolution. The Company shall be dissolved and shall commence winding up
its affairs upon the first to occur of the following: (a) the time fixed in the Articles as the expiration
of the term of the Company; (b) the consent of the Member in writing; (c) any event which makes it
unlawful or impossible to carry on the Company's business; or (d) at such time as there is no longer
at least one Member of the Company.
7_2. Exclusivity of Events. Unless specifically referred to in Article 7.1, no event, including
an event of dissolution prescribed by the Act, will result in the Company's dissolution.
73. Winding Up. Upon dissolution, the affairs of the Company shall be wound up, as
required by the Act, in the following manner:
7.3.1. Appointment of Liquidator. Upon the Company's dissolution, the Managers
will appoint a liquidator, who may but need not be the Member. The liquidator will wind up and
liquidate the Company in an orderly, prudent, and expeditious manner in accordance with the
following provisions of this Article 7.3.
7.3.2. Final Accounting. The liquidator will make proper accountings beginning
with the date on which the event of dissolution occurred to the date on which the Company is finally
and completely liquidated.
7.3.3. Duties and Authority of Liquidator. The liquidator will make adequate
provision for the discharge of all of the Company's debts, obligations, and liabilities (including
liabilities to the Member as a creditor). The liquidator may sell, encumber, or retain for distribution
in kind any of the Company's assets.
7.3.4. Final Distribution. The liquidator will distribute any assets remaining after the
discharge or accommodation of the Company's debts, obligations, and liabilities to the Member.
7.3.5. Required Filings. The liquidator will file with the Division such statements,
certificates, and other instruments, and take such other actions, as are reasonably necessary or
appropriate to effectuate and confirm the cessation of the Company's existence.
ARTICLE 8. GENERAL PROVISIONS
8_1. Additions and Amendments. These Guidelines may be amended or modified by the
Member from time to time by a written instrument.
8.2. Required Amendments. The Member will execute and file any amendment to the
Articles required by the Act. If any such amendment results in inconsistencies between the Articles
and these Guidelines, the Guidelines will be considered to have been amended in the manner
necessary to eliminate the inconsistencies.
8_3. Power of Attorney. Each Member appoints each Manager, with full power of
substitution, as the Member's attorney-in-fact, to act in the Member's name and to execute and file
(a) all certificates, applications, reports, and other instruments necessary to qualify or maintain the
7
OPERATING GUIDELINES SEC 098,LLC
00494770 DOCX
Company as a limited liability company in the states and foreign countries where the Company
conducts its activities, (b) all instruments that effect or confirm changes or modifications of the
Company or its status, including, without limitation, amendments to the Articles, and (c) all
instruments of transfer necessary to effect the Company's dissolution and termination. The power of
attorney granted by this article is irrevocable, coupled with an interest, will survive any incapacity of
the Member, and shall be binding upon the Member's successors and assigns.
8.4. Nominees. Title to the Company's assets may be held in the name of the Company or
any nominee (including any Member or Manager so acting), as the Company determines. The
Company's agreement with any nominee may contain provisions indemnifying the nominee for costs
or damages incurred as a result of the nominee's service to the Company.
8_5. Severability. If any provision of these Guidelines or the application of such provision to
any Person or circumstance shall be held invalid, the remainder of these Guidelines, or the
application of such provision to Persons or circumstances other than those as to which it is held
invalid, shall not be affected.
86. Applicable Law. The laws of the State of Utah shall govern these Guidelines, excluding
any conflict of law rules.
8_7. Headings and Captions. The headings in these Guidelines are inserted for convenience
and identification only and are in no way intended to describe, interpret, define, or limit the scope,
extent, or intent of these Guidelines or any provision.
8_8. Pronouns. All pronouns shall be deemed to refer to the masculine, feminine, neuter,
singular, or plural, as the identity of the Person or context may require.
8_9. Opportunities. Each Manager and the Member and his or its respective affiliates shall
be free to engage in any activity on their own or by the means of any entity, and each Manager's and
the Member's fiduciary duty of loyalty and the "corporate opportunity doctrine," as such doctrine has
been described under general corporation law, is hereby eliminated to the maximum extent allowed
by the Act. Without limiting the foregoing, no Manager or the Member or his or its respective
affiliates shall be required to refer opportunities to the Company, to account for any benefits from
transactions in any way connected with the Company or its business nor under any obligation to
refrain from, or disclose, dealings between the Company and such Manager or the Member or his or
its respective affiliates, other than as specifically set forth in these Guidelines.
(signatures follow on next page)
8
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCX
IN WITNESS WHEREOF, the Member has executed these Guidelines as of the date and
year first set forth above.
SUMMIT EXCHANGE COMPANY,LLC
a Utah limited liability company
By:
Name: Ray,lV[. Beck
Its: Manager
d1144770 DOCK
9
OPERATING GUIDELINES SEC 098,LLC
00494770.DOCS