Operating Agreement

of
WANDERING PRODUCTIONS LLC

This OPERATING AGREEMENT (this “​Agreement​”) of Wandering Productions LLC,

a Utah limited liability company (the “​Company​”), is made effective this ___th day of March
2018, by and among Anthony M. Giorgio, an individual (“A. Giorgio”), Austin T. Overmoe, an
individual (“A. Overmoe”), and Paige J. Ney, an individual (“P. Ney”), as the initial Members of
the Company, A. Giorgio, A. Overmoe and P. Ney as the initial Managers of the Company, and
the Company.

RECITALS

● The Company was formed upon the filing of its certificate of organization with the
Division on March __, 2018 (the “​Certificate​”).
● The undersigned Members and Managers of the Company desire that the business,
management and operation of the Company be conducted pursuant to the terms and
conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE I: DEFINITIONS

○ Definitions. The following terms used in this Agreement shall have the following meanings:
■ “​Act​” means the Utah Revised Uniform Limited Liability Company Act (Utah Code
Annotated 48-3a-101 et. seq, as amended or replaced from time to time), and all
references to specific sections thereof shall include any amended or successor provisions
thereto.
■ “​Capital Account​” means the net capital contributions of a Member to the Company as
of a specific date, calculated pursuant to ​ARTICLE 7​ below.
■ “​Code​” means the Internal Revenue Code of 1986, as amended, and all references to
specific sections thereof shall include any amended or successor provisions thereto.
■ “​Deadlock​” means the failure by the Members to approve a matter requiring approval by
Majority Consent of the Members.

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■ “​Division​” means the Utah Department of Commerce, Division of Corporations and
Commercial Code.
■ “​Gross Cash Receipts​” means, with respect to any period, the amount of all cash funds
received by the Company from all sources and any amount released from Company
reserves.
■ “​Majority Consent​” means (i) in the case of the Members, the written consent or
affirmative vote of Members holding a majority of the Membership Interest held by all
Members and (ii) in the case of the Managers, the written consent or affirmative vote of a
majority of the Managers then in office, respective to the number of votes afforded to
each Manager, and not the majority of Managers who are present and entitled to vote at a
meeting of Managers.
■ “​Manager​” or “​Managers​” means each person appointed as a Manager of the Company
pursuant to and in accordance with ​Section 10.3​, for so long as such person shall serve as
Manager in accordance with ​Section 10.3​, and any replacement Manager appointed in
accordance with ​Section 10.3​. The current Managers shall be A. Overmoe, P. Ney, and
A. Giorgio.
■ “​Member​” or “​Members​” means A. Giorgio, A. Overmoe, and P. Ney, and each person
who may become a substituted or additional Member pursuant to the provisions hereof
and applicable law.
■ “​Membership Interest​” in the Company means, with respect to each Member, the
totality of such Member’s rights as a member of the Company, including but not limited
to (i) economic rights of such Member to (A) share in distributions of cash and other
property from the Company pursuant to the Act and this Agreement and (B) receive its
distributive share of the Company’s net income or loss for purposes of federal and state
income taxes and (ii) all other rights, duties and obligations, including but not limited to
rights related to voting and agency, if any. Each of the current Members’ Membership
Interest is set forth on ​Schedule A​ attached hereto.
■ “​Net Cash Flow​” means, with respect to any period, the amount by which the Gross
Cash Receipts in such period exceed the sum of the following: (i) all principal and
interest payments on any indebtedness of the Company (including loans from the
Members or their Affiliates), and all other sums paid to such lenders in such period; (ii)
all cash expenditures (including expenditures for capital improvements) made in such
period incident to the operation of the Company business, including but not limited to
those expenses of the Members paid, either directly or indirectly, by the Company; and
(iii) working capital and other reserves in such amounts and for such purposes as the
Managers, in their reasonable discretion by Majority Consent of the votes, deem
necessary for proper current and future operation of the Company business.
■ “​Profits or Losses​” means the net income or loss of the Company for federal income tax
purposes as finally determined by the Company’s accountants for each fiscal year of the

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 Company, as well as, where the context requires, related federal tax items such as tax
preferences and credits, in each case appropriately adjusted with respect to final
determination of any of the foregoing for federal income tax purposes.
■ “​Regulations​” mean the Income Tax Treasury Regulations promulgated under the Code
as such Regulations may be amended and in effect from time to time (including
corresponding provisions of succeeding Regulations).
■ “​Withdrawal Event​” means with respect to a Member the voluntary withdrawal, death,
physical or mental disability (as hereinafter defined), expulsion, bankruptcy, or
dissolution of such Member. For the purposes hereof, a Member shall be considered
physically or mentally disabled as of any date on which, in the opinion of a licensed
physician selected by the Company, it is determined that such Member is and will be
unable to perform his or her usual and customary duties for the Company for a period in
excess of six (6) months. Until a purchase or transfer of the Membership Interest of a
deceased or a physically or mentally disabled Member has occurred, the personal
representative of the deceased Member’s estate or the conservator, if any, of the disabled
Member shall have the right to vote such Member’s Membership Interest.

ARTICLE II: ORGANIZATION

○ Formation. The Members and Managers shall timely execute (or authorize one or more other
persons to execute) any necessary amendments to the Certificate and all other certificates,
articles, applications, and other documents that are needed to accomplish all filing, recording,
publishing and other acts necessary or appropriate to comply with all requirements for the
continued operation of the Company pursuant to this Agreement and the Act or under the
laws of any other jurisdiction in which the Company conducts its business.
■ Entire Agreement. Each and every other agreement, understanding, representation or
warranty, oral or written, relating in any way to the formation or operation of the
Company, the agreement and understanding of the Members and Managers
concerning the Company and their status as the Members and Managers or any other
subject matter hereof, is hereby superseded in its entirety. From and after the
execution of this Agreement, this Agreement shall constitute the only operating
agreement of the Company except as the same may hereafter be amended pursuant to
the provisions hereof.

ARTICLE III: NAMES AND OFFICES

○ Name. The name of the Company shall be as set forth in the Certificate.

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○ Mailing Address of Principal Office. The mailing address of the Company’s principal office
shall be as set forth in the Certificate, or such other location as the Managers from time to
time shall determine.
○ Agent for Service of Process. The name and address of the registered agent for service of
process for the Company shall be as set forth in the Certificate.

ARTICLE IV: PURPOSE AND TERM

○ Company Purposes and Powers. The purpose of the Company is to engage in and do any act
concerning any or all lawful businesses for which limited liability companies may be
organized under the Act. The Company shall have all powers permitted by law.
○ Term. The term of the Company commenced on the filing of the Certificate and shall not
terminate except in accordance with the provisions of ​ARTICLE 17​ hereof or in accordance
with the Act.

ARTICLE V: TAX AND ACCOUNTING MATTERS

○ Characterization as a Partnership. It is the intent of the Members that the Company be

classified as a partnership for federal and state income tax purposes only. The Members do
not intend to form a partnership under any Utah state statutory provision, common law or any
federal law (including without limitation Section 303 of the United States Bankruptcy Code).
Accordingly, this Agreement is written and shall be construed in a manner consistent with
such intent.
○ Fiscal Year. The fiscal year of the Company shall end on the last day of December of each
year.
○ Accounting Method. Except as may be required by applicable law, the Company books of
account shall be maintained and its income, gains, losses, deductions and credits shall be
reported, for both financial and tax accounting purposes, on the cash basis method of
accounting, applied consistently and in accordance with generally accepted accounting
principles.
○ Tax Information. As soon as reasonably practicable after the end of the Company fiscal year,
the Managers shall cause the Company to furnish each Member a Schedule K-1 for such year
and any other schedule or statement required by federal or state income tax law.
○ Tax Elections. The Managers may make any and all tax elections available to the Company,
including without limitation the election provided for in Code § 754.
○ Tax Matters Partner. In accordance with Code § 6231(a)(7), A. Overmoe shall be the initial
tax matters partner of the Company. The designated tax matters partner is authorized and
required to represent the Company in connection with all examinations of the Company’s

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 affairs by tax authorities. The Company may appoint a new tax matters partner from time to
time by Majority Consent of the votes of the Managers.

ARTICLE VI: CAPITAL CONTRIBUTIONS; LOANS

○ Initial Capital Contributions. The undersigned Members of the Company have contributed to
the Company the property set forth on ​Schedule A​ in exchange for their Membership
Interest.
○ Additional Capital Contributions. No Member shall be obligated to make any additional
contributions to Company capital without such Member’s consent and no Member shall be
permitted to make any additional contributions to the Company capital without Majority
Consent of the votes of the Members.
○ No Interest on Capital Contributions. No interest shall accrue or be paid on the balance in
the Capital Account of any Member.
○ No Unauthorized Withdrawals of Capital Contributions. No Member shall have the right to
withdraw or to be repaid any of the balance of such Member’s Capital Account, except as
specifically provided in this Agreement.
○ Loans by Members, Managers or Third Parties. In the event the Company requires additional
capital, it may borrow from any Member, Manager or third party such amount on such
reasonable terms and conditions as the Members, Managers or third party, as applicable, are
able to agree upon. Any loan made by a Member or Manager to the Company shall not be
considered a breach of the duty of loyalty under the Act or other applicable law.
○ Return of Capital. Except as otherwise provided in this Agreement, no Member shall be
entitled to the return of such Member’s Capital Contributions to the Company.

ARTICLE VII: CAPITAL ACCOUNTS

○ Capital Account. A separate Capital Account shall be maintained for each Member in
accordance with this ​ARTICLE 7​ and in compliance with Sections 1.704-1(b) and 1.704-2
of the Regulations.
○ Increases to Capital Account. Each Member’s Capital Account shall be increased by (a) the
amount of money and the net fair market value of property contributed by such Member to
the Company, (b) such Member’s distributive share of Profits, (c) any income or gain
required to be allocated to such Member pursuant to the Code or the Regulations and (d) the
amount of any Company liabilities assumed by such Member.
○ Decreases to Capital Account. Each Member’s Capital Account shall be decreased by (a) the
amount of money and the net fair market value of property distributed by the Company to
such Member, (b) such Member’s distributive share of Losses, (c) any expenses or losses

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 required to be allocated to such Member pursuant to the Code or the Regulations and (d) the
amount of any liabilities of such Member assumed by the Company.

ARTICLE VIII: ALLOCATION OF PROFITS AND LOSSES

○ Allocation of Profits and Losses. Subject to allocations required by the Code and the
Regulations, the Company’s Profits and Losses for any year shall be allocated to the
Members, for both financial and tax accounting purposes, in proportion to their Membership
Interests.
○ Allocations with Respect to Transferred Interest. If a Member’s Membership Interest is
conveyed in a permitted Transfer during any year, allocations of Profits and Losses and items
of income, gain, loss, and deduction with respect to such Membership Interest shall be
allocated between the transferor and the transferee by taking into account their varying
interests in such Membership Interest during the year as though the Company’s books were
closed on the date of the permitted Transfer.
○ Tax Allocations. In accordance with Code § 704(c) and the Regulations thereunder, income,
gain, loss and deduction with respect to the initial Capital Contributions of the Members
shall, solely for tax purposes, be allocated among Members so as to take account of any
variation between the adjusted basis of such property to the Company for federal income tax
purposes using any method selected by Majority Consent of the votes of the Managers.

ARTICLE IX: DISTRIBUTIONS TO MEMBERS

○ Distribution of Net Cash Flow. Subject to ​Sections 9.2​ and ​9.3​, the Net Cash Flow shall be
distributed to the Members from time to time in proportion to their respective Membership
Interest, in such amounts and at such intervals as the Managers by Majority Consent of the
votes, in their reasonable discretion, may determine.
○ Tax Distributions. Subject to ​Section​ ​9.3​, the Company may, upon majority consent of the
votes of the Managers, make distributions to the Members at such times and in such amounts
as to enable each Member to pay such Member’s taxes on the Company’s taxable income on
time and in full. All amounts so made with respect to any payment or distribution to the
Members shall be treated as amounts paid or distributed to the Members pursuant to this
ARTICLE 9​ for all purposes under this Agreement.
○ Limitation upon Distributions. Notwithstanding ​Sections 9.1 ​and ​9.2​, no distribution shall be
declared and paid if, after giving effect to the distribution, all liabilities of the Company
(other than liabilities to a Member on account of such Member’s Membership Interest and
liabilities for which the recourse of creditors is limited to specified property of the Company)
exceed the fair value of the assets of the Company (except that the fair value of property that
is subject to a liability for which the recourse of creditors is limited shall be included in the

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 assets of the Company only to the extent that the fair value of that property exceeds that
liability).
○ Distributions in Liquidation. Notwithstanding ​Sections 9.1, 9.2 ​and ​9.3​, liquidating
distributions in the event of dissolution and termination of the Company shall be made in
accordance with ​Section 17.4​.
○ No Third-Party Beneficiaries. The foregoing priorities of application of Net Cash Flow are
for the benefit of the Members only and not for the benefit of any third party or creditor of
the Company or of the Members, and neither the Company nor the Members shall be liable
or responsible to any third party or creditor of the Company or of the Members for any
deviation from such priorities so long as such person’s actions did not involve bad faith,
willful misconduct or recklessness.

ARTICLE X: MANAGEMENT OF THE COMPANY

○ Management of Company Affairs. Except as otherwise specifically provided in this

Agreement, the management of the Company shall be vested in the Managers. Subject to the
foregoing, each Manager has full, exclusive and complete discretion in the management and
control of the business and affairs of the Company and may make all decisions affecting the
Company’s business and affairs, and, except as otherwise provided herein, any action taken
by any Manager (in their capacity as such) shall constitute the act of, and serve to bind, the
Company. The Managers may designate one or more agents or Affiliates to carry out their
duties and responsibilities to the Company and may evidence such designation by filing a
statement of authority under Section 302 of the Act or by any other means permitted under
the Act. Persons dealing with the Company shall be entitled to rely conclusively on the
power and authority of a Manager or such agents or Affiliates as set forth in this Agreement.
○ Majority Consent of the Managers; Deadlock of Managers. In the event that there is more
than one Manager, except to the extent expressly provided in this Agreement that a single
Manager may take independent action or make an independent determination or decision
(e.g., “any Manager may…”), any action to be taken or determination or decision to be made
by the Managers shall be subject to Majority Consent of the votes of the Managers. If
Managers are deadlocked as to any action to be taken or determination or decision to be
made by the Managers, then such action, determination or decision shall be resolved by
Majority Consent of the votes of the Members.
○ Appointment and Replacement of Manager. The Members hereby appoint A. Giorgio, A.
Overmoe and P. Ney as the current Managers of the Company. The voting schedule will be
as follows:

[remainder of page left blank]

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 Member Voting Authority

A. Giorgio 2 votes

A. Overmoe 2 votes

P. Ney 1 vote

If at any time a Manager shall resign as Manager, become bankrupt, dissolve or terminate its
legal existence, die or be adjudicated insane or incompetent, then such Manager shall
immediately thereupon cease to be a Manager of the Company. In addition, the Members by
an 85% supermajority vote may at any time remove a Manager from the office of Manager.
If at any time a Manager is removed as Manager or ceases to be a Manager of the Company
for any reason, the Members by 85% supermajority vote shall appoint a new Manager.
○ Authorized Officers. The Managers may vote to elect officers of the Company with such
titles as they deem appropriate and may delegate authority to such officers to manage the
day-to-day operations of the Company. Such officers shall hold office until their successors
are elected and qualified or such officer is removed or resigns from such position. Each
person listed on ​Schedule 10.4(a)​ shall hold the office listed opposite such person’s name
until such person’s resignation or removal or the election by the Managers and qualification
of such person’s successor. Any and all officers are subject to removal, with or without
cause, upon written notice by the Managers. In the absence of a specific delegation of
authority to any individual appointed by the Managers to an office, the individual appointed
to such office shall have the authority and responsibility exercised by an officer holding the
same office of a Utah corporation. Notwithstanding the immediately preceding sentence, a
person holding a specific office shall at least have the rights, duties and responsibilities
designated to such office on ​Schedule 10.4(b)​. The officers shall be entitled to reasonable
compensation for services rendered to, or on behalf of, the Company, as reasonably
determined by the Managers. Additionally, the Company shall reimburse any officer for any
payments made by such officer in connection with performance of the duties of such officer.
○ Engagements by the Company. If approved by 80% of the Membership interest, a Manager
may engage, on behalf and at the expense of the Company, such persons, firms or
corporations as such Manager in its reasonable judgment shall deem advisable for the
conduct and operation of the business of the Company, including managers, leasing, rental
and sales agents and brokers, mortgage bankers, lawyers, accountants, architects, engineers,
consultants, contractors, subcontractors and purveyors of other services or materials for the
Company on such terms and for such compensation or costs as such Manager, in its
reasonable judgment, shall determine.

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○ Employment of Affiliates. The Managers may, on behalf and at the expense of the
Company, engage any Member or an Affiliate of any Member or Manager to render services
or provide goods to the Company.
○ Fiduciary Duties.
Duty of Loyalty​. A Manager shall owe a fiduciary duty of loyalty to the Company; provided that
such duty of loyalty shall not include the aspects of the duty of loyalty set forth in Sections
409(2) and (9) of the Act. The Members may authorize or ratify, after full disclosure of all
material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
Duty of Care​. A Manager shall owe a fiduciary duty of care to the Company, which duty of care
is limited to the requirement that such Manager refrain from engaging in intentional misconduct
or a knowing violation of law.
Duty of Good Faith and Fair Dealing​. A Manager shall also discharge the duties and obligations
under the Act or under this Agreement and exercise any rights consistently with the contractual
obligation of good faith and fair dealing.
● Notwithstanding the above, a Manger does not violate a duty or obligation under the Act or
under this Agreement solely because such Manager’s conduct furthers such Manager’s own
interest.
○ Limited Liability. The debts, obligations and liabilities of the Company, whether arising
in contract, tort, or otherwise, shall be solely the debts, obligations and liabilities of the
Company and a Manager shall not be obligated personally for any such debt, obligation
or liability of the Company solely by reason of being a Manager of the Company.
○ Devotion of Time by Manager. The Company is not the principal business of the
Members, and the Members agree and acknowledge that they shall not be required to
devote full time to Company business, but shall devote sufficient time to assure
appropriate management and conduct of Company business.
○ Other Business of Manager. A Manager and its agents, Affiliates, employees or any of
their respective representatives of agents may engage or possess any interests in other
business ventures whether or not directly competing with the Company, or to exploit
business opportunities whether or not arising from the conduct of Company business of
any kind, independently or with others. Neither the Company or any Manager nor the
holder of any interest in the Company shall have any right by virtue of this Agreement or
the relationship created hereby in, or to, such ventures or activities or to the income or
profits derived therefrom, and the pursuit of such ventures, even if competitive with the
business of the Company, shall not be deemed wrongful or improper.
○ Company Indemnification of Manager. The Company shall indemnify, defend, and hold
a Manager and its Affiliates, shareholders, directors, members, managers, employees,
agents and the officers of the Company, or any of their respective successors, executors,
administrators or personal representatives (each, a “​Manager Indemnitee Party​”)
harmless from and against any claim or demand against any Manager Indemnitee Party

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 and any loss, liability, damage, cost, or expense (including reasonable attorneys’ fees)
sustained or incurred as a result of any act or omission concerning the business or
activities of the Company or due to such Manager Indemnitee Party’s former or present
capacity as a Manger of the Company or other Manager Indemnitee Party (each, a
“​Claim​”); provided that such Claim does not arise from a Manager Indemnitee Party’s
breach of Sections 405, 407 or 409 of the Act. The Company may advance reasonable
expenses incurred by a Manager Indemnitee Party in connection with a Claim against
such Manager Indemnitee Party so long as such Manager Indemnitee Party promises to
repay the Company if such Manager Indemnitee Party is determined to not be entitled to
indemnification under this ​Section 10.11​.
○ Exculpation of Managers. Any act or the failure to do any act by a Manager or, if such
Manager is not an individual, any stockholder, officer, manager, member, director or
employee of such Manager, the effect of which results in loss or damage to the Company,
shall not give rise to any liability to such Manager so long as such Manager’s conduct did
not involve bad faith, willful misconduct or recklessness.
○ Insurance. At the sole discretion of the Managers, the Company may purchase and
maintain insurance on behalf of a Manager against any liability asserted against or
incurred by such Manager in any such capacity or arising out of his, her or its status as a
Manager, whether or not the Company would have the power to eliminate or limit such
Manager’s liability to the Company for the conduct giving rise to the liability under
Section 10.12​ or Section 112(3)(g) of the Act.
○ Salary and Expenses. The Members may, in their sole discretion, elect to compensate a
Manager for services rendered to, or on behalf of, the Company. The Company shall
reimburse a Manager for any payments made by such Manager, its Affiliates, employees
or agents on behalf of the Company or otherwise in connection with performance of the
duties of such Manager so long as such Manager complies with Sections 407 and 409 of
the Act in making such payment.

ARTICLE XI: MANAGEMENT BY MEMBERS; RIGHTS AND OBLIGATIONS

○ No Individual Authority. Except as otherwise expressly provided in this Agreement or in the

Act, a Member, in its capacity as such, shall not have any authority to act for, or to create,
undertake or assume any liabilities, obligations or responsibilities on behalf of the Company
or any other Member.
○ No Compensation. A Member shall not be entitled to receive any compensation from the
Company for services performed in its capacity as a Member.
○ Fiduciary Duties.
■ Duty of Loyalty​. The Members shall owe no fiduciary duty of loyalty to the
Company.

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 ■ Duty of Care​. The Members shall owe no fiduciary duty of care to the Company.
■ Duty of Good Faith and Fair Dealing​. The Members shall discharge the duties
and obligations under the Act or under this Agreement and exercise any rights
consistently with the contractual obligation of good faith and fair dealing.
Notwithstanding the above, a Member does not violate a duty or obligation under
the Act or under this Agreement solely because such Member’s conduct furthers
such Member’s respective interests.
○ Voting of Members. The Members shall have the right to vote only on those matters
specifically reserved for their approval or consent set forth in this Agreement or pursuant to
unwaivable provisions of the Act. Any action or vote by Majority Consent of the Members
shall be deemed to be the action or vote of all Members.
○ Meetings of Members; Written Consent. The Members may, but are not required, to have
meetings of Members. Meetings of the Members may be called by one or more Members
whose aggregate Membership Interests are in excess of thirty (30) percent. All Members
must be given notice of all Member meetings at least five (5) days but not more than sixty
(60) days prior to the date of the meeting and shall give the date, place and time of the
meeting, unless such notice requirement is waived by each applicable Member. Notice of
any special meeting shall include a description of the purpose or purposes for which the
meeting is called. Any meeting of the Members may be convened using electronic means of
communication so long as all Members participating in such meeting are able to
communicate one with another. A quorum of Members must be present for any business to
be transacted at any such meeting. For purposes of this ​Section 11.5​, a quorum consists of
Members holding at least fifty-one percent (51%) of the Membership Interests of the
Company. Any action of the Members may be taken without a meeting in accordance with
the Act.
○ Company Indemnification of the Members. The Company shall indemnify, defend, and hold
a Member and its Affiliates, shareholders, directors, members, managers, employees, agents
and the officers of the Company, or any of their respective successors, executors,
administrators or personal representatives (each, a “​Member Indemnitee Party”)​ harmless
from and against any Claim sustained or incurred as a result of Member Indemnitee Party’s
former or present capacity as a Member of the Company or other Member Indemnitee Party;
provided that such Claim does not arise from a Member Indemnitee Party’s breach of
Sections 405, 407 or 409 of the Act. The Company may advance reasonable expenses
incurred by a Member Indemnitee Party in connection with a Claim against such Member
Indemnitee Party so long as such Member Indemnitee Party promises to repay the Company
if such Member Indemnitee Party is determined to not be entitled to indemnification under
this ​Section 11.6​.

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○ Waiver of Action for Partition. Each Member irrevocably waives, during the term of the
Company, any right that such Member may have to maintain any action for partition with
respect to property of the Company.

ARTICLE XII: BOOKS AND RECORDS

● At the expense of the Company, the Managers shall compile and maintain at the
principal place of business of the Company the books of account and other records of
the Company.

ARTICLE XIII: ADMISSIONS AND WITHDRAWALS

○ Admission of Member. No person may be admitted as a Member as a result of the issuance

by the Company of Membership Interest without the prior written consent of the existing
Members by unanimous consent. Additionally, except as permitted under ​ARTICLE 14
hereof, no person shall be admitted to the Company after the date of organization of the
Company as a result of a Transfer of Membership Interest from a Member or Members to
such person. A newly admitted Member shall execute and deliver all documents necessary to
reflect such Member’s admission to the Company and such Member’s agreement to be bound
by the terms and conditions of this Agreement. Upon admission of a new Member, this
Agreement shall be amended as necessary to conform to the changed conditions of the
Company, including without limitation, the restatement of ​Schedule A ​to reflect the
Membership Interests held by each Member.
○ Right to Withdraw. A Member may withdraw from the Company at any time by mailing or
delivering a written notice of withdrawal to the other Members at their last known addresses.
○ Rights of Withdrawn Member. Upon the occurrence of a Withdrawal Event with respect to a
Member, the withdrawn Member (or the withdrawn Member’s personal representative or
other successor if applicable) shall cease to have any rights of a Member except only the
right to receive distributions occurring at the times and equal in amounts to those
distributions the withdrawn Member would otherwise have received if a Withdrawal Event
had not occurred; provided, however, that such Membership Interest is subject to ​Section
15.1​ hereof.

ARTICLE XIV: RESTRICTIONS ON TRANSFERABILITY

○ Restrictions Upon Transfer by Member. A Member may not sell, exchange, assign or
otherwise transfer, mortgage, pledge or otherwise encumber all or any part of such Member’s
Membership Interest in the Company, whether voluntarily or involuntarily, whether by
operation of law, order of any court, contract, gift, will, intestacy, financial insolvency,

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 division of property in the context of a divorce or separation proceeding, or otherwise
(“​Transfer​”), without the unanimous consent of the Members, absent which consent any
such Transfer or attempted Transfer shall be void and of no effect. In addition to obtaining
such required consent of the other Members, any lifetime disposition of a Membership
Interest is also subject to the Company’s right of first refusal set forth in ​Section 14.2​ hereof.
○ Right of First Refusal.
■ Notice of Offer. If a Member proposes to sell or otherwise dispose of such Member’s
Membership Interest (or any portion thereof) to any unrelated entity or person, such
Member will obtain a bona fide, executed written offer (the “​Offer​”) for the proposed
sale or other disposition and will, within fifteen (15) days of receipt of the Offer, submit
to the Company and the other Members a true and complete copy of such Offer. The
Offer shall specify the nature of the transfer, the consideration to be received therefor
(which shall be expressed in dollars), the identity of the proposed purchaser (and the
individuals ultimately owning or controlling the purchaser, directly or indirectly), and all
of the terms upon which such Member intends to undertake such sale or other
disposition. The Company and such other Members shall have the first right to purchase
such Membership Interest as set forth in this ​Section 14.2​.
■ Option to Company. The Managers by Majority Consent of the votes shall have thirty
(30) days from receipt of the Offer (the “​Company Option Period​”) to accept or reject
the Offer in full on behalf of the Company on the terms and conditions set forth in the
Offer. The Company may elect the payment terms as set forth in the Offer or those
payment terms set forth in ​Section 15.3 ​hereof.
■ Option to other Members. If the Managers decline to accept said offer on behalf of the
Company, the other Members (other than the transferring Member) may assign the Offer
to those Members who desire to accept it, pro rata in proportion to such Members’
Membership Interests or as such Members may otherwise agree among themselves.
Such other interested Members must accept the Offer in writing within thirty (30) days
after expiration of the Company Option Period (the “​Member Option Period​”). Such
other interested Members may elect the payment terms as set forth in the Offer or those
payment terms set forth in ​Section 15.3 ​hereof.
■ Transfer to Third Party. If the other Members decline to accept the Offer or otherwise
waive their rights hereunder, and the other Members have consented to the Transfer
pursuant to ​Section 14.1 ​above, the transferring Member shall be free to accept the Offer
from said third party, provided he or she does so within thirty (30) days after the earlier
of the end of the Member Option Period or receipt of the other Members’ waiver and
provided he or she consummates the sale of his or her Membership Interest, or portion
thereof, without any material variation in the terms and conditions stated in said offer. If
the thirty (30) day period for acceptance expires or if such Member desires to materially

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 vary any of the terms and conditions of the offer, he or she must follow the procedure set
forth above as if he or she were receiving a new offer of purchase.
○ Transferring Member’s Capital Account Balance. That portion of the Capital Account
balance of a Member who transfers all or any portion of his or her Membership Interest in the
Company, as permitted hereunder, which is attributable to such transferred interest, shall
carry over to the transferee as set forth in Section 1.704-1(b)(2)(iv)(l) of the Regulations;
provided, however, if such portion is a negative amount, it shall constitute a liability of the
transferring Member to the Company and shall be paid in full within ninety (90) days after
such sale or other transfer, unless the other Members consent to the assumption of such
liability by the transferee.
○ Internal Revenue Service Reporting Requirements. In the event of a sale or exchange of an
interest in the Company, the Members shall comply with the reporting requirements of Code
§ 6050K.

ARTICLE XV: BUY-OUT OF MEMBER’S INTEREST

○ Optional Buy-Out Upon Certain Events. Upon receiving notice of the occurrence of an
Optional Buy-Out Event (defined below), the Company shall have sixty (60) days in which it
may (but is not obligated to) exercise an option to purchase the entire interest in the
Company of the Member to whom or by whom an Optional Buy-Out Event has occurred (the
“​Liquidating Member​”). An 80% Majority Consent of the votes of the Managers shall be
required to exercise such option.
■ Optional Buy-Out Event Defined. An “​Optional Buy-Out Event​” shall consist of any of
the following events or circumstances:
■ a Withdrawal Event described in ​Section 1.1(n)​ hereof;
■ a Transfer or attempted Transfer by a Member of all or any portion of his or her
Membership Interest in the Company except as permitted in ​Section 14.1​ hereof; or
■ the breach by a Member of any material term or provision of this Agreement, which
breach remains uncured after reasonable notice and opportunity to cure.
■ Exercise. Exercise of said option by the Company shall be made by giving written notice
thereof to the Liquidating Member or the personal representative, trustee or other
successor-in-interest of the Liquidating Member, effective as of the date of notice of such
election. Valuation of the Membership Interest in the Company of the Liquidating
Member shall be pursuant to ​Section 15.2​, below, and payment for such interest shall be
pursuant to ​Section 15.3 ​below.
○ Purchase Price for Liquidating Member’s Membership Interest. The purchase price for a
Liquidating Member’s Membership Interest shall be determined by Majority Consent of the
votes of the Managers. If the Managers cannot agree upon a purchase price for such
Liquidating Membership Interest or if the Liquidating Member objects to the purchase price

14
 determined by the Managers, the purchase price shall be made by and independent qualified
appraiser mutually agreeable to, and selected by, the Managers. The Liquidating Member
shall pay all costs associated with the determination of the redemption price.
○ Payment Schedule. Unless otherwise agreed upon by the Company and the Liquidating
Member, the Company will have the right to pay the purchase price for the Liquidating
Member’s Membership Interest by providing an unsecured promissory note for the amount of
the purchase price with (a) a term of up to seven (7) years, (b) a per annum interest rate equal
to 6% and (c) that is payable in equal monthly, quarterly or annual installments (as elected by
the Company in its sole discretion) of principal and accrued interest. The Company shall
have the right to prepay all or any portion of such obligation at any time without notice or
penalty. In the event the Company terminates under ​ARTICLE 17 ​below, prior to the
payment in full of the foregoing obligation, the entire remaining balance of principal and
accrued interest shall be immediately due and payable by the Company, as set forth in
Section 17.3​ below.
○ Insurance.
■ Life. To insure the availability of cash for the payment of the purchase price for the
Membership Interest of a deceased Member, the Company or the other Members may
purchase a policy or policies of life insurance on any Member’s life to effectuate their
respective obligations under this Agreement.
■ Disability. To insure the availability of cash for the payment of the purchase price for the
Membership Interest of a disabled Member, the Members may purchase a policy or
policies of disability insurance on the Members to effectuate their respective obligations
under this Agreement.
■ Purchase of Policies by Insured. The insured under any life or disability policy described
in this ​Section 15.4​, shall have the right to purchase any or all of such policies from the
owner thereof within ninety (90) days after any of the following:
■ the dissolution of the Company; or
■ a permitted lifetime Transfer of all of such Member’s Membership Interest.
The foregoing right of purchase shall be exercised as to each policy by written notice delivered
to the owners thereof within the time specified. Within ten (10) days after giving such notice,
the insured shall pay to the policy owners an amount equal to the cash surrender value as defined
in the policy, adjusted to the date of transfer of ownership of the policy to the purchaser. The
parties agree to execute such releases and assignments as may be reasonably necessary to any
such policy transfer.

ARTICLE XVI: DISPUTE RESOLUTION

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Any and all controversies, disputes or claims arising out of, under or relating to this Agreement
or any Schedule attached hereto (collectively, the “​Transaction Documents​”) or the Company
(“​Disputes​”), including any Deadlock, shall be determined as follows:
● Blackjack. According to the Rules of Blackjack as set forth by Bicycle​®​ Cards(“​the
Rules of the Game​”), a round of Blackjack, will be played between one Member from
each of the parties in Dispute. The game will be dealt by an unaffiliated 3rd party,
agreeable to each of the parties in Dispute. The hand must be won, according to the Rules
of the Game, by said Member to end the Deadlock. All Members recognize that the result
of such a game represents a binding decision by the Company in favor of the winning
member.
● Obligations. Each party to a Dispute is required to continue to perform its obligations
under this Agreement pending final resolution of any Dispute, unless to do so would be
impossible or impracticable under the circumstances.

ARTICLE XVII: DISSOLUTION AND TERMINATION

○ Dissolution Events. The Company shall be dissolved upon the occurrence of any of the
following: (a) the unanimous consent of the Members or Managers; (b) the passage of ninety
(90) consecutive days during which the Company has no Member unless (i) consent to admit
at least one specified person as a Member of the Company is given by the transferee holding
the Membership Interest at the time the consent is to be effective and (ii) at least one (1)
person becomes a Member of the Company in accordance with such consent; and (c) any
other reason set forth in Section 701 of the Act.
○ Articles of Dissolution. Upon completion of the liquidation of the Company and the
distribution of all Company property, the Company shall terminate and the Managers shall
cause to be executed and filed with the division a statement of dissolution to evidence the
dissolution and termination of the Company. The legal existence of the Company shall
terminate on the effective date of the statement of dissolution with the Division.
○ Winding Up the Company. In the event of the dissolution and liquidation of the Company
for any reason, the Managers shall commence to wind up the affairs of the Company and (a)
convert all of the Company’s assets to cash or cash equivalents within such reasonable period
of time as may be required to receive fair value therefor, (b) discharge the Company’s debts,
obligations and other liabilities as set forth herein, (c) settle and close the Company’s
activities and affairs and (d) marshal and distribute the assets of the Company as set forth
herein. All items of income, gain, loss, deduction and credit during the period of liquidation
shall be allocated to the Members in the same manner as before the dissolution.
○ Liquidation. Upon the termination of the Company, the Managers (or a liquidating trustee or
agent appointed by the Managers) shall apply and distribute the remaining property of the
Company, together with the proceeds of any sales of same, as follows:

16
● first, all Company debts and liabilities shall be paid and discharged to creditors in priority
required by applicable law (which may include debts for loans made by the Members);
● second, to a reserve which the Managers may deem reasonably necessary for any contingent
or unforeseen liabilities or obligations of the Company. Such funds may be placed in escrow
by the Managers for the purposes of disbursing such funds in payment of any of the
contingencies, liabilities or obligations, and, at the expiration of such period as the Managers
shall deem advisable, the balance then remaining shall be distributed pursuant to ​Section
17.4(c)​; and
● third, any balance thereof to the Members in the amount of the final balances in their
respective Capital Accounts (after the allocation of all Profits and Losses).
● Each Member shall look solely to the assets of the Company for the return of such Member’s
investment in the Company, and if such assets or the proceeds from the liquidation of such
assets are insufficient to return said investment, such Member shall have no recourse against
any other Member. Liquidating distributions to Members shall be made by the later of (x)
the end of the Company taxable year in which liquidation occurs, or (y) ninety (90) days after
liquidation.
○ Return of Capital Contributions. No Member shall be entitled to the return of specific
property contributed to the Company or to any payments in liquidation of such Member’s
interest in the Company other than in cash.
○ Negative Capital Account Balance. Notwithstanding the last paragraph of ​Section 17.4​, a
debit (negative) balance in any Member’s Capital Account which, but for this provision,
would exist upon termination of the Company (after the allocation of all Company Profits or
Losses) shall constitute a liability of such Member to make an additional capital contribution
to the Company equal to such debit balance, which liability shall be paid in full by the later
of (a) the end of the Company taxable year in which liquidation occurs or (b) ninety (90)
days after liquidation.

ARTICLE XVIII: AMENDMENTS

○ Amendment of Agreement. This Agreement (other than ​Schedule A ​or ​Schedules​ ​10.4(a) ​or
10.4(b)​ as described below) may only be amended by an instrument in writing signed by
85% of the Membership Interest. No provision of this Agreement may be modified,
amended, waived or terminated except as provided in the preceding sentence. No course of
dealing between the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this Agreement.
Notwithstanding the foregoing, the Company shall amend ​Schedule A ​or ​Schedules​ ​10.4(a)
or ​10.4(b) ​without having to obtain the consent of any Member, as appropriate to reflect
accurately the Members of the Company, their respective Membership Interests or addresses
or any other information contained therein.

17
○ Amendment of Certificate. If this Agreement shall be amended pursuant to this ​ARTICLE
18​, the Members shall cause the Certificate to be amended, to the extent required by
applicable law, to reflect such change.

ARTICLE XIX: INTELLECTUAL PROPERTY

○ Creation of Intellectual Property. Intellectual property which is created independently by a

member or members of the company will not be considered the intellectual property of the
company unless otherwise determined through signed and written agreement and due
compensation.
○ Distribution of Profits. The Company will retain the right to use the revenue generated by
Intellectual Property which is signed to the Company, pursuant to applicable law and the
terms of ​ARTICLE 9​ and ​ARTICLE 10​ of this agreement, and retain all earnings from said
Intellectual Property to invest in future endeavours or distribute to the Members, at the sole
discretion of the Managers.

ARTICLE XX: NOTICES

Any and all notices to be served hereunder shall be in writing and shall be personally delivered,
sent by private courier, sent by certified mail, postage prepaid, or sent by email transmission and,
if intended for the Company or the Managers, to the Company or the Managers, as applicable, at
the address or email address set forth on ​Schedule A​, or, if intended for a Member, to such
Member at the address or email address set forth below such Member’s name on ​Schedule A​, or
to such other address or email address as such Member may designate from time to time in a
written notice served upon the Company and each other Member in accordance herewith. Any
notice personally delivered shall be deemed delivered on the date actually delivered. Any notice
sent by private courier shall be deemed delivered on the date of delivery or rejection of delivery,
as shown on the receipt for delivery. Any notice sent by mail as provided above shall be deemed
delivered on the third (3rd) business day next following the postmark date which it bears. Any
notice sent by email transmission as provided above shall be deemed delivered when sent,
provided the sender has mechanical confirmation of such transmission.

ARTICLE XXI: MISCELLANEOUS PROVISIONS

○ Governing Law. This Agreement is entered into under and shall be governed by the laws of
the State of Utah, without giving effect to any conflicts of law principles.

18
○ Construction. Whenever the singular number is used in this Agreement and when required
by the context, the same shall include the plural, and the masculine gender shall include the
feminine and neuter genders, and vice versa.
○ Headings. The headings in this Agreement are inserted for convenience only and are in no
way intended to describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provision hereof.
○ Binding Effect. Each and all of the covenants, terms, provisions and agreements herein
contained shall be binding upon and inure to the benefit of the parties hereto and, to the
extent permitted by this Agreement, their respective heirs, legal representatives, successors
and assigns.
○ Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument.
○ Enforcement. In the event of a breach or dispute arising under this Agreement, the
nonbreaching party or the party prevailing in such dispute shall be entitled to recover its
costs, including without limitation reasonable attorneys’ fees and court costs, from the
breaching or nonprevailing party.

[Remainder of Page Intentionally Blank; Signature Page Follows]

19
In Witness Whereof, each of the undersigned has executed, and agrees to the terms and
conditions of, this Operating Agreement as of the date first set forth above.

MEMBERS AND MANAGERS:

___________________________
Anthony M. Giorgio

____________________________
Austin T. Overmoe

____________________________
Paige J. Ney

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THE COMPANY:

WANDERING PRODUCTIONS LLC,

a Utah limited liability company

By: _____________________________
Name: Anthony M. Giorgio
Title: Manager

By: _____________________________
Name: Austin T. Overmoe
Title: Manager

By: ______________________________
Name: Paige J. Ney
Title: Manager

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SCHEDULE A

MEMBERSHIP INTEREST, INITIAL CAPITAL CONTRIBUTIONS AND NOTICE

INFORMATION OF MEMBER AND MANAGERS

MEMBERSHIP INTEREST INFORMATION

Name of Member Membership Interest Initial Capital Contribution

Anthony M. Giorgio
7591 S​REDACTED​ge Drive
West Jordan, Utah 84084 40% $80
agiorgio1701@gmail.com

Austin T. Overmoe
338 E​REDACTED​le #602
Salt Lake City, UT 84111 40% $80
austinovermoe@gmail.com

Paige J. Ney
177​REDACTED​ Drive
20% $40
Holladay, Utah
paige.j.ney@gmail.com

TOTAL 100% $200

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MANAGERS NOTICE INFORMATION

Anthony M. Giorgio
7591​REDACTED​ Drive
West Jordan, Utah 84084
agiorgio1701@gmail.com

Austin T. Overmoe
338 E​REDACTED​e #602
Salt Lake City, Utah 84111
austinovermoe@gmail.com

Paige J. Ney
177​REDACTED​rive
Holladay, Utah 84124
paige.j.ney@gmail.com

SCHEDULE 10.4(a)

OFFICERS

Intentionally Left Blank.

SCHEDULE 10.4(b)

RIGHTS, DUTIES AND RESPONSIBILITIES

Intentionally Left Blank.

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