operating agreement of gateway opportunity fund, llc · 2019-11-11 · operating agreement of...

OPERATING AGREEMENT

OF

GATEWAY OPPORTUNITY FUND, LLC

THE SALE OF INTERESTS IN THIS COMPANY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANYSTATE AND INTERESTS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSEDOF UNLESS REGISTERED UNDER THAT ACT AND THE APPLICABLE STATE SECURITIESLAWS, OR THE COMPANY WILL HAVE RECEIVED AN OPINION OF COUNSEL (WHICHCOUNSEL AND OPINION WILL BE SATISFACTORY TO THE COMPANY'S COUNSEL) THATREGISTRATION UNDER THAT ACT AND UNDER THE APPLICABLE STATE SECURITIESLAWS IS NOT REQUIRED.

THE INTERESTS IN THIS COMPANY ARE SUBJECT TO THE RESTRICTIONS ANDPROVISIONS OF THIS OPERATING AGREEMENT AND MAY ONLY BE DISPOSED OF ORENCUMBERED IN COMPLIANCE HEREWITH.

Operating Agreement RG/633748Gateway Opportunity Fund, LLC

OPERATING AGREEMENT

OF

GATEWAY OPPORTUNITY FUND, LLC

THIS OPERATING AGREEMENT ("Agreement") is entered into to be effective as of April 14,2019, by and among GATEWAY EQUITY MANAGEMENT, LLC, a Missouri limited liabilitycompany, in its capacity as Manager of the Company (the "Manager", with all references to "the" or "a"Manager deemed to mean any one of the Managers) and in its capacity as the Initial Member of theCompany (the "Initial Member") and the persons executing this Agreement as Class A Members as setforth on Schedule A attached hereto (the "Class A Members", and together with the Initial Member, the"Members").

On April 13, 2019, Gateway Opportunity Fund, LLC (the “Company ”) was formed by thefiling of the Articles (defined below), amended on May 30, 2019, with the Missouri Secretary ofState under the Missouri Limited Liability Company Act (the "Act ").

The Members and the Manager hereby desire to enter into this Operating Agreement of theCompany under the Act to set forth the rules, regulations and provisions regarding the management andbusiness of the Company, the governance of the Company, the conduct of its business, the rights andprivileges of its Members, and provide for the admission of additional Members as set forth herein.

In consideration of the promises and the mutual agreements contained herein, the parties agree tooperate the business as follows:

ARTICLE 1BUSINESS PURPOSES, OFFICES AND TERM

1.1 Business Purpose and Use of Capital. The purpose of the Company is to engage in anylawful act or activity for which a limited liability company may be formed under the Act. Furthermore,the Company intends to (i) qualify as a "qualified opportunity fund" as defined in Code Section 1400Z-2(d); and (ii) make, hold, manage, finance, sell or otherwise dispose of investments in businesses thatqualify as "qualified opportunity zone property" ("QOZ Property "), as defined in Code Section 1400Z-2(d)(2), either directly or indirectly through investments in qualified "opportunity zone businesses" asdefined in Code Section 1400Z-2(d)(3). In particular, the Company intends to invest in and acquire aqualified opportunity zone partnership interest in Development Capital Investments, LLC, a Missourilimited liability company, and other entities to be established hereafter which shall be “qualifiedopportunity zone businesses” as defined in Code Section 1400Z-2(d)(3) (which are collectivelyreferred to as "QOZBs " or individually as a “QOZB ”). Development Capital Investments, LLC has orwill have acquired certain interests in real estate located in the City of St. Louis, Missouri, upon whichit intends to construct and/or lease for development a multipurpose commercial real estate space to beused for a marina, waterpark, hotel, and other commercial uses, which will be known as LighthouseLanding (the “Project ”).

1.2 Principal Office. The principal business office of the Company will be located at 11000Riverview Dr. St. Louis, MO 63138, or at such other place(s) as the Manager may determine from timeto time, but only so long as the location is within a designated opportunity zone in accordance with CodeSection 1400Z-1.

2Operating Agreement RG/633748Gateway Opportunity Fund, LLC

1.3 Registered Office and Resident Agent; Qualification in Other Jurisdictions. Thelocation of the registered office and the name of the resident agent of the Company in the State ofMissouri will be as stated in the Articles, or as will be determined from time to time by the Manager andappropriately filed with the Missouri Secretary of State as required by the Act.

1.4 Formation. Oliver Conley Latta and Larry Perkins were "authorized person(s)" withinthe meaning of the Act for purposes of executing, delivering and filing the Articles with the MissouriSecretary of State. Upon execution of this Agreement, the Manager will be and continue as an"authorized person" within the meaning of the Act. The Articles are hereby ratified by the Membersupon execution of this Agreement.

1.5 Term. The term of the Company shall extend in perpetuity, unless the Company shall be dissolved and its affairs wound up in accordance with the Act or this Agreement.

ARTICLE 2DEFINITIONS

2.1 Terms Defined Herein. Certain terms used in this Agreement are defined in the TaxExhibit (defined below). As used herein, the following terms will have the following meanings, unless thecontext otherwise specifies:

"Act" means the Missouri Limited Liability Company Act, as amended from time to time.

"Affiliate" of a specified Person (the "Specified Person") means any Person: (a) who directly orindirectly controls, is controlled by or is under common control with the Specified Person; (b) who ownsor controls ten percent (10%) or more of the Specified Person's outstanding voting securities or equityinterests; (c) of whom such Specified Person owns or controls ten percent (10%) or more of theoutstanding voting securities or equity interests; (d) who is a director, partner, manager, member,stockholder, executive officer or trustee of the Specified Person; (e) in whom the Specified Person is adirector, partner, manager, member, stockholder, executive officer or trustee; or (f) who has anyrelationship with the Specified Person by blood, marriage or adoption not more remote than first cousin.

"Agreement" means this Operating Agreement of the Company, as amended from time to time.

"Allocations" means any allocations among the Members and Assignees of Income, Loss, Creditsor items thereof.

"Articles" means the Articles of Organization of the Company filed with the Missouri Secretaryof State, as amended from time to time.

"Assignee" means a Person to whom all or part of a Member's Interest or Economic Rights hasbeen Transferred, but who has not been admitted as a Substitute Member with respect to such TransferredInterest or Economic Rights.

"Available Cash " means the aggregate amount of cash on hand or in bank, money market orsimilar accounts of the Company at any given time derived from any source (other than CapitalContributions and Liquidation Proceeds) which the Manager determines is available for distributionto the Members in accordance with the Act and any applicable loan covenants after (i) payment of alloperating expenses of the Company, including accounting and other professional expenses, expensesof third party administrators, and appraisal costs pursuant to Section 9.8; (ii) all current debt serviceobligations of the Company are satisfied, including those with respect to any loan from a Member;


(iii) payment of the Management Fee; and (iv) setting aside any amount required or appropriate tomaintain a reasonable amount of Reserves.

"Bankruptcy ," with respect to any Person, means the entry of an order for relief against suchPerson under the United States Bankruptcy Code, the insolvency of such Person under any stateinsolvency act or any other event of "bankruptcy" with respect to such Person as described in the Act.

"Business " means the Company's investments in QOZ Property.

“Capital Account” means the separate bookkeeping account established and maintained for eachMember by the Company in accordance with Section 3.4.

"Capital Contribution" with respect to a Member, means the total amount of cash and the net FairValue of property contributed by such Member (or such Member's predecessor in interest) to the capitalof the Company.

"Class A Member" is a Member in his, her, or its capacity as the holder of one or more Class AUnits.

"Class A Unit" is a Unit that possesses the features described in this Agreement for Class AUnits. The maximum number of Class A Units that the Company may issue is three hundred (300).

"Closing " has the meaning set forth in Section 9.8(b).

"Code" means the Internal Revenue Code of 1986, as amended from time to time, orcorresponding provisions of future laws.

“Company " means Gateway Opportunity Fund, LLC, a Missouri limited liability company.

"Covered Person " has the meaning set forth in Section 7.1.

"Designated Representatives " has the meaning set forth in Section 5.3.

"Distributions" means any distributions by the Company to the Members and Assignees ofAvailable Cash or Liquidation Proceeds.

"Economic Rights " has the meaning set forth in Section 9.2.

"Fair Value " of an asset or property means its fair market value. In the case of theCompany, Fair Value means the fair market value of all of the Company’s rights, titles and interestsin QOZBs, real property, personal property, liquid assets, and other intellectual property, aftertaking into account any indebtedness of the Company or which encumbers the assets of QOZBs,limitations on transferability of interests (particularly in QOZBs), and other factors determined to berelevant by an appraiser engaged pursuant to Section 9.8.

"Interest " refers to all of a Member's rights and interests in, and obligations to, the Companyin its capacity as a Member, all as provided in the Articles, this Agreement and the Act. "Interest"does not include a Member's rights as a lender to or creditor of the Company, as an independentcontractor of the Company, or in any other similar capacity. For purposes of the Uniform Transfer onDeath Security Registration Act or any similar applicable legislation and for purposes of granting andperfecting a security interest, an Interest in the Company will be and is a "security" as defined in andgoverned by Article 8 of the Uniform Commercial Code.


"Involuntary Transfer " means, with respect to an Interest and despite the Transfer restrictionsset forth in this Agreement, that the Interest (or a portion thereof) has been Transferred by operationof law (such as, without limitation, Transferred to a Member's trustee in Bankruptcy or Transferred toa guardian or conservator of an incompetent person or Transferred by court order, but not includingTransfer upon death) or under levy of attachment or charging order or upon foreclosure of a pledgeor security interest.

"QOZBs " has the meaning set forth in Section 1.1.

"Liquidation Proceeds" has the meaning set forth in Section 4.2 and does not include proceedsfrom a Sale or Refinancing Event.

"Majority in Interest " means the consent of Members holding an aggregate of more than 50%of the Percentage Interests in the Company. Whenever this Agreement provides that a Majority inInterest is to be determined by excluding a Member(s) or is to be determined out of only certainMembers, then a Majority in Interest means any non-excluded Members holding an aggregate ofmore than 50% of the Percentage Interests held by all of the non-excluded Members.

"Management Fee " has the meaning set forth in Section 6.5(c).

"Manager" means the Person(s) serving as the manager(s) of the Company from time to time, asdetermined under Section 6.1. The Person serving as the initial Manager is Gateway Equity Management,LLC.

"Material Default " means the occurrence of any of any intentional misconduct, grossnegligence, fraud or acts outside the scope of its authority by the Manager that has a material, adverseimpact on the Company, the Class A Members or any QOZBs;

"Maximum Combined Marginal Rate" means the sum of the maximum marginal federal incometax rate, the net investment income tax rate under Section 1411 of the Code, and the maximum Missouriincome tax rate, all as in effect with respect to individuals.

"Member" means any Person executing this Agreement as a Member of the Company orotherwise becoming bound by this Agreement as a Member of the Company as provided in thisAgreement (including any Substitute Members), in each such Person's capacity as a Member of theCompany. The Members are set forth on Schedule A attached hereto. Schedule A will be updated fromtime to time by the Manager to reflect the then current Members.

"Percentage Interest " with respect to a Member or Assignee, means such Member's orAssignee's percentage interest in the sharing of profits, losses credits and deductions of the Companyby and among the Members. Prior to the admission of a Class A Member as a Member of theCompany, the Initial Member shall hold one hundred percent (100%) of the Percentage Interests.Upon the Withdrawal of the Initial Member pursuant to Section 3.1, the Class A Members shall holdone hundred percent (100%) of the Percentage Interests. The Percentage Interests of the Membersare set forth on Schedule A attached hereto, as adjusted from time to time. The Percentage Interestsof the Members and Assignees will be subject to adjustment from time to time as provided by thisAgreement. Schedule A attached hereto will be updated from time to time by the Manager to reflectthe then current Percentage Interest of each Member. The Percentage Interest of all Class AMembers admitted on or before December 31, 2019 shall be calculated by dividing a particular ClassA Member’s Class A Units by the aggregate issued Class A Units, and rounding the result to thenearest hundredth decimal point if necessary.


"Person" means any natural person, partnership, limited liability company, corporation,association, cooperative, trust, estate, custodian, nominee or other individual or entity in its own orrepresentative capacity.

"Principal Owner(s) " of a Member means (i) if the Member is a grantor trust, the grantor ofthe trust if alive, or the primary beneficiary or beneficiaries of the trust if the grantor is deceased, and(ii) if the Member is an entity, the natural person that is the owner or controlling party of the entity or,if there is more than one owner, all of the natural persons that own 5% or more of that entity.

"Property" means all properties and assets that the Company may own or otherwise have aninterest in (to the extent of such interest) from time to time.

"Purchase Price " means the Fair Value of the Company multiplied by a Member’s PercentageInterest in the Company.

"Put Notice " has the meaning set forth in Section 9.8(a).

"Put Option " has the meaning set forth in Section 9.8(a).

"Put Units " has the meaning set forth in Section 9.8(a).

"Reserves" means amounts set aside from time to time by the Manager in accordance withSection 4.8.

“Sale or Refinancing Event” means, the Company’s receipt of Fifty Thousand Dollars ($50,000)or more from (i) a transaction pursuant to which the Company or a QOZB refinances all or a portion ofProperty or the Project, (ii) a sale, condemnation or other disposition of all or a portion of a Property orthe Project, or (iii) the receipt of insurance proceeds or other damage recoveries by the Company inrespect of a Property or any portion thereof.

"Subscription Agreement " means the subscription agreement pursuant to which a prospectiveClass A Member agrees to become a Class A Member of the Company upon acceptance of suchSubscription Agreement by the Company.

"Substitute Member" has the meaning set forth in Section 9.3.

"Tax Exhibit" means the additional definitions and provisions that are contained in Schedule B.

"Transfer " or "Transferred ” means (i) when used as a verb, to give, sell, exchange, assign,transfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or encumber, and (ii) whenused as a noun, the nouns corresponding to such verbs, in either case voluntarily or involuntarily, byoperation of law or otherwise, including upon Bankruptcy, death, divorce, marriage dissolution orotherwise.

"Treasury Regulations" means the regulations promulgated by the Treasury Department withrespect to the Code, as such regulations are amended from time to time, or corresponding provisions offuture regulations.

"Unauthorized Transfer " has the meaning set forth in Section 9.1.


"Unit" means, with respect to a Class A Member, any unit of interest in the Company issued toany Class A Member pursuant to this Agreement, representing such Class A Member's status as aMember and ownership rights in the profits, losses, Capital Account, deductions and credits of, and theright to receive Distributions from, the Company, all as set forth herein. Each Class A Member shall ownsuch Unit(s) as evidenced by certificates in such form as determined by the Manager.

"Withdraw" or "Withdrawal" means any action taken by a Member which is intended by suchMember to be in the nature of a resignation, retirement, withdrawal, quitting or otherwise voluntarilyceasing to be a Member of the Company.

2.2 Other Definitional Provisions.

(a) As used in this Agreement, accounting terms not defined in this Agreement, andaccounting terms partly defined to the extent not defined, will have the respective meanings given to themunder tax accounting principles.

(a) The words "hereof', "herein" and "hereunder" and words of similar import when usedin this Agreement will refer to this Agreement as a whole and not to any particular provision of thisAgreement, and article, section, subsection, schedule and exhibit references are to this Agreementunless otherwise specified.

(b) Words of the masculine gender will be deemed to include the feminine or neuter genders,and vice versa, where applicable. Words of the singular number will be deemed to include the pluralnumber, and vice versa, where applicable.

(a) The word "including" is not limiting.

(a) The word "or" has the inclusive meaning represented by the phrase "and/or".

ARTICLE 3CAPITAL CONTRIBUTIONS AND LOANS

3.1 Capital Contributions.

(a) The Initial Member contributed One Hundred Dollars ($100.00) (the “InitialCapital Contribution”) to the Company. Upon (i) the admission of a Class A Member as aMember of the Company and (ii) payment to the Initial Member in an amount equal to the InitialCapital Contribution, the Initial Member shall Withdraw and forever cease to be a Member of theCompany.

(b) Each Class A Member has contributed to the Company the amount set forthopposite such Member's name on attached Schedule A, as may be amended or updated from timeto time by the Manager to reflect each Member that closes on a Subscription Agreement, as suchMember's Capital Contribution. In consideration of such payment and of such agreement tocontribute capital, the Company has issued to each Class A Member the Percentage Interestreflected opposite such Member's name on Schedule A hereto. Each Person desiring to beadmitted as a Class A Member shall tender to the Company a Subscription Agreement for thePercentage Interest desired. The Company shall accept or reject each Subscription Agreementwithin thirty (30) days after the Company receives such Subscription Agreement, all otherrequired subscription materials, and payment of such Person's Capital ContributionCommitment (and the failure by the Company to accept a Subscription Agreement within the


later of such two dates shall constitute a rejection thereof). A Subscription Agreement maybe accepted by the Company upon execution by the Manager.

3.2 Additional Capital Contributions. No Member will be required to make any additionalCapital Contributions to the Company.

3.3 Capital Accounts. A separate Capital Account will be maintained for each Member inaccordance with the Tax Exhibit.

3.4 Capital Withdrawal Rights, Interest and Priority. Except as otherwise expresslyprovided in this Agreement: (i) no Member will be entitled to withdraw, receive any return of orreduce such Member's Capital Contribution or Capital Account or to receive any Distributions fromthe Company, (ii) no Member will be entitled to demand or receive Property other than cash inreturn for its Capital Contribution or as part of any Distribution, (iii) no Member will be entitled toreceive or be credited with any interest on any Capital Contribution or the balance in such Member'sCapital Account at any time, and (iv) no Member will have any priority over any other Member asto the return of the Capital Contribution of such Member or the balance in such Member's CapitalAccount.

3.5 Loans and Guarantees From Members.

(a) Any Member or Affiliate of a Member may make and, except as set forthbelow, will not be obligated to make or guaranty a loan to the Company in such amounts, atsuch times and on such terms, including interest at market rates, as may be approved in goodfaith by the Manager. Loans by any Member or an Affiliate of a Member to the Companywill not be considered as contributions to the capital of the Company. The Company willrepay all loans made by any Member or by any Member's Affiliate to the Company beforethe Distribution of any Available Cash to the Members under Section 4.1. If there are twoor more loans from the Members or their Affiliates to the Company at any time, such loanswill be treated on a pari passu basis and all loan payments made by the Company on suchloans will be made proportionately.

(b) Except as set forth in this Section 3.5(b), no Member will be obligated toguarantee or cause any other Person to guarantee personally or provide any personal collateralto secure the obligations of the Company.

(c) A Member or an Affiliate of a Member who makes a loan to the Company willhave no fiduciary or other duty to not declare a default or event of default or to not initiate anycollection, enforcement, repossession or foreclosure actions or proceedings by it as a lender uponthe occurrence of a default by the Company (even if such default by the Company could havebeen avoided or cured by an additional Capital Contribution or loan by such Member or Affiliateof the Member).

3.6 No Personal Liability. Except as otherwise expressly provided in this Agreement, noMember will be personally liable for the return of any Capital Contributions of, or loans made by, theMembers or any portion thereof and the return of Capital Contributions and repayment of loans will bemade solely from the Company's assets. The Members will not be personally liable for the payment orperformance of the debts and other obligations of the Company, except as and to the extent the Memberexpressly agrees to be personally bound.


3.7 No Liability for Restoration of Negative Capital Account. Notwithstanding anythingin this Agreement to the contrary, no Member will have an obligation to contribute additional capitalto the Company to restore a negative Capital Account balance to zero (unless and to the extent suchnegative Capital Account balance results from an inaccurate or disproportionate distribution made toor received by a Member that results in another Member having a final positive Capital Accountbalance).

ARTICLE 4ALLOCATIONS AND DISTRIBUTIONS

4.1 Non-Liquidation Cash Distributions. The Company shall make Distributions ofAvailable Cash, when determined by the Managers in their sole discretion, but not less than annually, tothe Members in accordance with the Members’ respective Percentage Interests, as set forth on ScheduleA. The Members acknowledge and agree that no non-liquidating Distributions may be made to theMembers until all applicable loan restrictions set forth in any loan document of the Company aresatisfied.

4.2 Liquidation Distributions. Liquidation proceeds received in connection with adissolution of the Company as described in Section 10.1 ("Liquidation Proceeds") will be distributed inthe following order of priority:

(a) To the payment of debts and liabilities of the Company (including to Members to theextent otherwise permitted by law) and the expenses of liquidation; then

(b) To the setting up of such reserves as the Person required or authorized by law to windup the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingentor unforeseen liabilities or obligations of the Company, provided that any such reserves will be paidover by such Person to an independent escrow agent, to be held by such agent or its successor forsuch period as such Person will deem advisable for the purpose of applying such reserves to thepayment of such liabilities or obligations and, at the expiration of such period, the balance of suchreserves, if any, will be distributed as hereinafter provided; then

(c) The remainder to the Members, pari passu, in accordance with their respectivePercentage Interests.

4.3 Profits, Losses and Distributive Shares of Tax Items. The Company's net income ornet loss, as the case may be, for each taxable year of the Company, as determined in accordance with suchmethod of accounting as may be adopted for the Company in accordance with Article 8 hereof, will beallocated to the Members for both financial accounting and income tax purposes as set forth in thisArticle 4, except as otherwise provided for herein or unless all Members agree otherwise.

4.4 Allocation of Income, Loss and Credits.

(a) Subject to Section 4.10, Income or Loss (other than Income or Loss from liquidationtransactions) and Credits (as those capitalized terms are defined in the Tax Exhibit) for each taxable yearwill be allocated among the Members in accordance with their respective Percentage Interests. To theextent there is a change in the respective Percentage Interests of the Members during the year, Income,Loss and Credits will be allocated among the pre-adjustment and post-adjustment periods based on aninterim closing of the books as provided in the Tax Exhibit or such other permissible method determinedby the Manager with the advice of the Company’s accountants.


(b) Subject to Section 4.10, Income from a Sale or Refinancing Event will be allocatedamong the Members in the following order of priority:

(i) To those Members, if any, with negative Capital Account balances(determined before taking into account any Distributions in accordance with Section 4.2)in the ratio that such negative balances bear to each other until all such Members' CapitalAccount balances equal zero; then

(ii) The remainder to the Members in accordance with their respectivePercentage Interests.

(c) Loss from liquidation transactions will be allocated among the Members in the following order of priority:

(i) To those Members, if any, with positive Capital Account balances(determined before taking into account any Distributions in accordance with Section4.2) in the ratio that such positive balances bear to each other until all suchMembers' Capital Account balances equal zero; then

(ii) The remainder to the Members in accordance with their respectivePercentage Interests.

4.5 Special Tax Rules. The special tax rules set forth in the Tax Exhibit will override any other provision of this Article 4.

4.6 No Priority. Except as may be otherwise expressly provided in this Agreement, noMember will have priority over any other Member as to Company income, gain, loss, credits anddeductions or Distributions.

4.7 Tax Withholding. Notwithstanding any other provision of this Agreement, the Manageris authorized to take any action that it determines to be necessary or appropriate to cause the Company tocomply with any withholding, estimated tax or similar requirements established under any federal, stateor local tax law, including withholding on any Distribution to any Member and/or requiring that aMember pay to the Company any amount required by the Company to pay over to a governmentalauthority as a withholding, estimated tax or similar payment on behalf of such Member. For all purposesof this Article 4, any amount withheld on any Distribution and paid over to the appropriate governmentalbody will be treated as if such amount had in fact been distributed to the Member. Each Member agreesto execute such consents and elections as may be required by the taxing authority of any state or localgovernment in which the Company does business and generates taxable income so that the Company willnot be required to withhold on the taxable income of the Company allocated to such Member for suchstate or locality.

4.8 Reserves. The Manager will have the right to establish, maintain and expend reasonableReserves to provide for working capital to the extent permitted by applicable law.

4.9 Limitations on Distributions. A Member may not receive a Distribution from theCompany to the extent that, after giving effect to the Distribution, all liabilities of the Company,other than liability to Members on account of their Capital Contributions, would exceed the FairValue of the Company's assets.


ARTICLE 5MEMBERS' MEETINGS

5.1 Meetings of Members; Place of Meetings. If required by the Act, an annual meeting ofthe Members will be held on such date as the Manager will determine. Regular monthly, quarterly orother periodic meetings may be held upon the determination of the Manager to hold such meetings.Special meetings may be called at any time by the Manager or by the Members holding a majority ofthe Percentage Interests in the Company. Meetings (whether annual, regular or special meetings) ofthe Members may be held for any purpose or purposes, unless otherwise prohibited by statute. Allmeetings of the Members will be held at such place within the St. Louis Metropolitan area as will bestated in the notice of the meeting or at any other location determined by the Manager. All of theMembers of the Company may attend any meeting whether in person or by means of conferencetelephone or similar communication equipment whereby all of the Members attending in the meetingcan hear each other, and participation in a meeting in this manner will constitute presence in personat the meeting. Only the Members may participate and vote in such meeting (whether in person, byproxy or by telephone or similar communication equipment).

5.2 Quorum; Voting Requirement. The presence, in person or by valid proxy, of aMajority in Interest will constitute a quorum for the transaction of business by the Members. Theaffirmative vote of a Majority in Interest will constitute a valid decision of the Members, exceptwhere a unanimous vote is required by the Act, the Articles or this Agreement. Whenever the consentor approval of the Members is required in this Agreement for any transaction or act of the Company,such consent or approval will be required by Members holding the applicable majority of PercentageInterest.

5.3 Designated Representative; Proxies. Each Member may designate in writing to theCompany another Person to serve as the "Designated Representative " of the Member at all meetingsand in all votes, consents and approvals of the Members, as provided below. The designatedindividual will be the official Designated Representative of the designating Member. A Member maychange its Designated Representative at any time by giving written notice thereof to the Companyand the other Members. No compensation will be paid by the Company to any DesignatedRepresentative for his or her services in such capacity.

5.4 Notice. Written notice stating the place, day and hour of each meeting and, in the case ofa special meeting, the purpose for which the meeting is called will be delivered not less than ten daysnor more than 60 days before the date of the meeting, either personally, by mail or by electronic mail,by or at the direction of the person calling the meeting, to each Member entitled to vote at suchmeeting. Notice to Members, (i) if mailed, will be deemed delivered as to any Member whendeposited in the United States mail, addressed to the Member at its usual place of business or lastknown address, with postage prepaid and (ii) if sent by electronic mail, will be deemed delivered asto any Member when sent to the electronic mail address last provided to the Company by suchMember with affirmative confirmation of receipt from such Member. The Company shall usereasonable efforts to send the meeting notice to the Class A Members, however, failure to send anotice to a Class A Member shall not create a cause of action or be grounds for invalidating ameeting of the Members.

5.5 Waiver of Notice. When any notice is required to be given to any Member, a waiverthereof in writing signed by the Member, whether before, at, or after the time stated therein, or anyattendance of the Member at the meeting (other than at the beginning of the meeting to object to the


holding of the meeting), will be equivalent to the giving of such notice.

5.6 Action Without Meeting. A meeting of the Members will not be required for theMembers to make any decision or to take any action to be made or taken by the Members. Anydecision or action required or permitted to be taken by the Members may be taken without a meetingif the action is evidenced by one or more written consents or documents constituting or describingthe action to be taken, signed by the Members having a Majority in Interest or by unanimous consent,as required under this Agreement, the Articles or the Act. A copy of such written consent to actionwill be given to each Member.

ARTICLE 6MANAGEMENT

6.1 The Manager.

(a) Except as otherwise provided in this Agreement, the business and affairs ofthe Company will be managed by and under the direction of the Manager, subject to thelimitations and restrictions set forth in this Agreement. The Manager may execute on behalfof the Company all instruments, documents and contracts, exercise all of the powers of theCompany, and do all such lawful acts and things, that are not by law, the Articles or thisAgreement directed or required to be exercised or done by the Members. Any decision or actof the Manager within the scope of its authority granted hereunder will control and will bindthe Company. No Member, in such capacity, will have any authority to bind the Company,except as part of an action of the Members as specifically authorized or required of theMembers by this Agreement. If at any time there is more than one Manager, then (i) eachManager may act alone (except where this Agreement specifically requires that a decision or actbe made or taken by the Managers as a group), and (ii) any decision or action specificallyrequired by this Agreement to be made or taken by the Managers as a group will be made ortaken by a majority of the Managers. As stated in the definition of "Manager", all referencesto "the" or "a" Manager in this Agreement shall be deemed to mean any one of the Managers.

(b) The initial Manager is Gateway Equity Management Company, LLC, a Missourilimited liability company.

(c) The Manager may resign from such position at any time upon giving 30 days'prior written notice to the Members.

(d) Upon the occurrence of any Material Default, the holders of a Majority in Interestshall have the right to replace a Manager of the Company.

(e) In the event that the Manager is removed or replaced pursuant to this Agreement,it shall be and shall remain liable for all obligations and liabilities incurred by it as Manager ofthe Company before such removal or replacement shall became effective, including but notlimited to the obligations and liabilities of the Manager set forth in this Agreement.

(f) In the event that the Manager has been removed or replaced pursuant to thisAgreement by the Class A Members, a Majority in Interest shall designate a successorManager and continue the business of the Company.

(g) If, at the time of the Bankruptcy of a Manager, such Manager was the sole


Manager, a Majority in Interest shall have the right, in their sole discretion, to designate thesuccessor Manager.

(h) Upon the dissolution, death, mental incapacity, or resignation or removal of theManager, a Majority in Interest will appoint or elect a replacement Manager (who, in the case of aremoval, shall not be the same individual).

(i) The Manager will not be required to devote any specific amount of its time andbusiness efforts to the affairs of the Company, but the Manager will devote so much of its timeand attention as is reasonably necessary and advisable to manage the affairs of the Company tothe best advantage of the Company.

6.2 Authority of the Manager. In addition to the rights and authority given to theManager elsewhere in this Agreement, but subject to the limitations set forth in Sections 6.3, Section 6.4and elsewhere in this Agreement, the Manager will have the right, power and authority from time to timeto make such decisions and take such actions for and on behalf of the Company, or delegate the same tothe appropriate officers and employees of the Company, as the Manager deems necessary or appropriateto operate the Business and, not in limitation of the foregoing, to make the following decisions and takethe following actions for and on behalf of the Company, all subject to any limitations set forth in thisAgreement or in the Act:

(a) Selection and decisions relating to the Company's legal, accounting and otherprofessional advisors, including third party fund administrators;

(b) Employment decisions and policies relating to employees, agents, and independentcontractors of the Company;

(c) Acquisition of insurance coverage for the protection or benefit of the Company;

(d) Temporary investment of funds of the Company in short term investments where there isappropriate safety of principal;

(e) Engagement of third-party placement agents for purposes of raising capital and paymentof reasonable compensation to such agents;

(f) To: (i) bring or defend, pay, collect, compromise, arbitrate, resort to legal action orotherwise adjust claims or demands of or against the Company; (ii) make or revoke any electionavailable to the Company under any tax law; (iii) enforce the Company's rights and perform itsobligations under all agreements to which the Company is a party; (iv) carry out the decisions of theMembers made in accordance with this Agreement; (v) prepare, execute, and file any documentsrequired to be filed with any government authority; and (vi) expend Company funds necessary orappropriate to effect any of the foregoing;

(g) Authorize an amendment to Schedule A of this Agreement to reflect changes inownership;

(h) Redeem the Interest of any Class A Member, admit new and Substitute Class AMembers, and accept subscriptions for, and issue, additional membership interests;

(i) Have the Company admitted as a member of a QOZB along with other third-parties


deemed appropriate or beneficial by the Manager, and take any other actions reasonably related to thesame; and

(j) Approval of all documents and agreements, and the exercise of all rights and remedies, ofthe Company in connection with the foregoing.

6.3 Limitations on Authority — Majority In Interest. The Company, through a Member,Manager or otherwise, will NOT do any of the following without the prior written consent of a Majorityin Interest:

(a) Take any action required by any provision of this Agreement or by law to be approved orauthorized by a Majority in Interest;

(b) Make any loans or advances to or investments in any other Person, other than theextension of payment terms in the ordinary course of business, investments in one or more QOZB(s), oras permitted under Section 6.2(d);

(c) Guarantee or assume any liability or obligation of any other Person, except in the ordinarycourse of business;

(d) Except as expressly provided in this Agreement, acquire any Interest by redemption orotherwise (with the Majority in Interest for consent purposes being determined by excluding the Memberwhose Interest is being acquired);

(a) File for Bankruptcy or to cease operations;

(e) Merge, consolidate or do an equity exchange with any other entity, redomesticate, orconvert into another form of entity;

(f) Sell or otherwise dispose of all or substantially all of the Company's assets; and

(g) Redeem the Interest of the Initial Member.

6.4 Limitations on Authority — Unanimous. The Company, through the Manager, aMember, a Majority in Interest, or otherwise, will not do any of the following unless such action isapproved or authorized by Members holding at least eighty percent (80%) of the Percentage Interests:

(a) Take any action required by any provision of this Agreement or by law to be approved orauthorized by all of the Members.

(b) Amend this Agreement, except as required to reflect the redemption of the interests ofexisting Members and the admission of new and Substitute Members.

(c) Authorize an amendment to the Articles that is not consistent with the provisions of thisAgreement.

(d) Acquire any assets from any Member or Manager or affiliate of a Member or Managerunless the assets are required by the Company for the Business and the acquisition terms are at least asfavorable to the Company as would be available from nonaffiliated third parties, sell any assets to anyMember or Manager or affiliate of a Member or Manager unless the terms of such sale are at least as


favorable to the Company as would be available from nonaffiliated third parties, or enter into any servicescontract with a Member or Manager or affiliate of a Member or Manager unless the terms thereof arecomparable to terms generally prevailing for similar arrangements with unaffiliated third parties.

6.5 Compensation; Reimbursements.

(a) Except as provided in subsections 6.5(b) through 6.5(e), no Manager, Memberor Affiliate of a Member or Manager will be entitled to compensation for any services theManager, Member or Affiliate may render to or for the Company. Except as otherwise expresslyprovided in this Agreement, the Manager and each Member will be entitled to reimbursementfrom the Company for all reasonable and documented direct out-of-pocket expenses incurred atthe request or direction of the Manager on behalf of the Company as contemplated in thisAgreement.

(b) The Manger shall be due a management fee (the "Management Fee") equal to1.25% of total fund value as initially defined by total proceeds from this offering, and then furtherdefined on an annual basis by the Company’s third party administrators beginning at the start ofthe first full year of operations. The fee shall be paid on a monthly basis.

(a) Affiliates of the Manager may and are expected to enter into agreements toprovide management, development, construction and other services to a QOZB.

(b) The provisions of this Section will not prohibit the Company from entering intoan agreement with a Member, the Manager or an officer, manager, employee, owner or otherAffiliate of a Member for such Person to render specific services to the Company and to receivereasonable compensation for such services as approved in good faith by a Majority in Interest.

(c) Any compensation paid to a Member or a Manager who is also a Member for itsservices as a Member or Manager will be treated as a "guaranteed payment" under Section 707(c)of the Code.

6.6 Other Business Ventures; Confidentiality.

(a) Subject to subsection 6.6(b), (i) any Member or Manager and its Affiliate mayengage in or possess an interest in other real property or business ventures of every nature anddescription, independently or with others, whether or not similar to or in competition with theBusiness of the Company, and neither the Company, the Manager nor the Members will have,by virtue of this Agreement or any law, any right in or to such other real property or businessventures or to any ownership or other interest in or the income or profits derived therefrom, and(ii) no Manager or Member will be obligated to present any particular investment or businessopportunity to the Company even if such opportunity is of a character which, if presented to theCompany, could be taken by the Company, and each Manager and Member will have the rightto take for its own account and with others or to recommend to others any such opportunity.

(a) All non-public and other confidential information regarding the Company, theManager and Members will be treated with confidentiality by the Company, the Manager andthe Members, and will not be disclosed by the Company, the Manager or the Members to thirdparties (other than as necessary in the ordinary course of and to further the Business) withoutthe prior written consent of a Majority in Interest; provided, however, the Company, theManager and the Members may disclose such information to their respective attorneys,


accountants and other professional advisors who have a need for such information providedthat such persons are informed of the confidential nature of the information and are directed tomaintain the confidentiality thereof. The confidentiality obligations of each Member willsurvive any termination of the membership of such Member in the Company. Theconfidentiality obligations of the Manager will survive any termination of such status. TheMembers acknowledge that in connection with the financing arrangements between (oramong) the Company, a QOZB, and the lender(s) of one or more of them, it may be necessaryfor the Company to disclose the identity and other information concerning the Members to oneor more of such parties, and the Members hereby agree to such disclosure.

ARTICLE 7LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. To the extent permitted by law, a Manager, and a Member andtheir respective Designated Representatives, officers, directors, partners, trustees, members,managers, employees and agents (each a "Covered Person ") will not be liable for damages orotherwise to the Company or any Member for any act, omission or error in judgment performed,omitted or made by it or them in good faith and in a manner reasonably believed by it or them to bewithin the scope of authority granted to it or them by this Agreement and in the best interests of theCompany, provided that such act, omission or error in judgment does not constitute bad faith, fraud,gross negligence, or willful misconduct. A Covered Person will be fully protected in relying in goodfaith upon the records of the Company and upon such information, opinions, reports or statementspresented to the Company by any Person as to matters the Covered Person reasonably believes arewithin such other Person's professional or expert competence and who has been selected withreasonable care by or on behalf of the Company, including information, opinions, reports or statementsas to the value and amount of the assets, liabilities, Income, Losses or Available Cash or any other factspertinent to the existence and amount of assets from which Distributions to Members might properly bepaid.

7.2 Indemnification. The Company will indemnify each Covered Person to the fullestextent permitted by the Act, but such indemnity will not extend to any conduct by the party seekingindemnification that is determined by a court of competent jurisdiction to constitute bad faith, fraud,gross negligence, or willful misconduct. Any indemnity under this Section 7.2 will be paid from,and only to the extent of, Company assets and no Member will have any personal liability on accountthereof.

7.3 Expenses. To the fullest extent permitted by applicable law, expenses (includingreasonable attorneys' fees) incurred by a Covered Person in defending any claim, demand, action, suitor proceeding relating to the Company will, from time to time, be advanced by the Company beforethe final disposition of such claim, demand, action, suit or proceeding upon receipt by the Companyof an undertaking by or on behalf of the Covered Person to repay such amount if it is determined thatthe Covered Person is not entitled to be indemnified as authorized in this Article 7.

7.4 No Application to Independent Contractor Status. The provisions of this Article VIIwill not apply to any services or acts of a Member or Manager as an independent contractor of theCompany (except the acts of a Manager and its Covered Persons in the capacity of manager of theCompany).

7.5 Insurance. The Company may purchase and maintain insurance on behalf of the


Covered Persons against insurable liabilities asserted against them and incurred by them in such capacity,or arising out of their status as a Covered Person, whether or not the Company is obligated to indemnifythem against such liabilities under this Article 7.

ARTICLE 8ACCOUNTING AND BANK ACCOUNTS

8.1 Fiscal Year and Accounting Method. The fiscal year and taxable year of the Companywill be as designated by the Manager in accordance with the Code. The Manager will determine theaccounting method to be used by the Company.

8.2 Books and Records. The books and records of the Company will be maintained at theprincipal office of the Company. Each Member (or such Member's designated agent orrepresentative) will have the right, during ordinary business hours and upon reasonable advancewritten notice stating the purpose for which the information is sought, to inspect and copy (at suchMember's own expense) the following books and records of the Company (other than thosecontaining trade secrets or similar confidential information) for any purpose reasonably related to theMember's Interest:

(a) Copies of the Company's federal, state and local income tax returns;

(b) Current list of names and addresses of the Manager, the Members and Assignees;

(b) Copies of the Articles and this Agreement, all amendments thereto, and copies of anywritten powers of attorney used to execute any of the foregoing;

(b) Copies of financial statements of the Company for the three most recent years.

(b) Information regarding the amount, description and value of Capital Contributionsmade or agreed to be made by each Member; and

(c) Any other information regarding the financial condition and affairs of the Company thatis just and reasonable.

8.3 Financial Reports. Within 120 days after the end of each fiscal year of the Company, theCompany will use its commercially reasonable efforts to prepare and deliver to each Member unauditedfinancial statements for the Company as of the end of the fiscal year.

8.4 Taxation as Partnership. The Company will be treated as a "partnership" for Federaland state income tax purposes. All provisions of this Agreement and the Articles will be construed andapplied so as to preserve that tax status.

8.5 Tax Returns and Elections. The Manager will cause to be prepared and timely filed allfederal, state and local income tax returns or other returns or statements required by applicable law. TheCompany will claim all deductions and make such elections for federal or state income tax purposeswhich the Manager reasonably believes will produce the most favorable tax results for the Members.

8.6 Partnership Audit Rules.

(a) For purposes of this section, unless otherwise specified, all references to provisions of the


Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions maysubsequently be modified.

(b) Gateway Equity Management, LLC shall be the Company's designated "partnershiprepresentative" within the meaning of Code Section 6223 (the "Tax Representative") with sole authorityto act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and anycomparable provisions of state or local income tax laws. In the event the Tax Representative fails, ceasesor is unable, to act, a Majority In Interest may remove and /or appoint a replacement Tax Representative.The Tax Representative shall provide the Members within ten (10) days of the receipt a copy of any (1 )notice of administrative proceeding initiated by the Internal Revenue Service, (2) any notice of proposedpartnership adjustment and (3) notice of final partnership adjustment (all as described in Code Section6231(a)). The Tax Representative shall keep the Members reasonably informed of actions taken, thestatus, the issues and the resolution of any partnership administrative audit adjustment proceeding.

(a) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successorprovision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits andother proceedings (the "Election Out"), the Manager shall cause the Company to make such election.

(b) If the Tax Representative receives a notice of proposed partnership adjustment (asdescribed in Code Section 6231(a)) with respect to the Company, the Tax Representative shallpromptly notify the Members upon the receipt of such notice, and shall take such reasonable actions (including those as may be directed by a Majority In Interest in writing) , including the modificationof any "imputed underpayment" (as defined in Code Section 6225) pursuant to Code Sections6225(c)(2)(A) ("Partner Amended Return Procedure "), 6225(c)(2)(B) ("Alternate Partner Pull InProcedure "); 6625(c)(3) ("Tax-exempt Partner Modification "), 6225(c)(4) ("Modification of RateProcedures ") or the modifications under Code Sections 6625(c)(5) ("PTP Loss Modification ") and (6)("Other Modifications ") . The Members agree to take such actions as reasonably requested by the TaxRepresentative, including timely filing amended tax returns and paying any tax due in accordancewith the Partner Amended Return Procedure or the Alternate Partner Pull In Procedure, within 240days of the notice of proposed partnership adjustment, so as to allow the Company to submit itsrequired information to the Internal Revenue Service within 270 days of the date of said notice ofproposed partnership adjustment.

(c) If the Tax Representative receives a notice of final partnership adjustment (asdescribed in Code Section 6231(a)), the Tax Representative is expressly authorized to make theelection under Code Section 6626 (the "Push Out Election ") and may file a petition to the UnitedStates Tax Court contesting such final partnership adjustment. The Tax Representative may also causethe Company to pay the amount of the imputed underpayment pursuant to such final partnershipadjustment, with the right if it deems advisable to file a petition for refund in the United States DistrictCourt or the Court of Federal Claims.

(d) If any "partnership adjustment" (as defined in Code Section 6241(2)) is finallydetermined with respect to the Company and the Tax Representatives has not caused the Company tomake the Push Out Election under Code Section 6226, then any "imputed underpayment" (asdetermined in accordance with Code Section 6225) or partnership adjustment that does not give rise toan imputed underpayment, shall be apportioned among the Members of the Company for the taxableyear in which the adjustment is finalized in such manner as may be necessary (as determined by theTax Representative in good faith) so that, to the maximum extent possible, the tax and economicconsequences of the partnership adjustment and any associated interest and penalties are borne by the


Members based upon their interests in the Company for the tax year under audit ("Reviewed Year ").In addition, the Members agree that the Tax Representative shall have the authority to require anyMember of the Company during the Reviewed Year(s) (including those who have subsequentlytransferred their membership interests in the Company) to reimburse the Company for their share ofthe imputed underpayment within ten (10) days of demand therefor by the Tax Representative. EachMember during a Reviewed Year(s) who is obligated to reimburse the Company under the foregoingprovisions shall indemnify and hold harmless the Company for such Member's allocable share of theamount of such imputed underpayment, including any interest and penalties associated therewith.

(g) The Tax Representative shall have the authority to make an administrative adjustmentrequest provided for in Code Section 6227 consistent with the principles and limitations set forth inthe foregoing provision for partnership adjustments of the Company, and the Members shall takesuch actions reasonably requested by the Tax Representative in furtherance of such administrativeadjustment request.

(g) The obligations of each Member or former Member under this section 8.6 shall survivethe transfer or redemption by such Member of its Membership Interest, the termination of this OperatingAgreement or the dissolution of the Company.

8.7 Section 754 Election. In the event a Distribution of Company assets occurs whichsatisfies the provisions of Section 734 of the Code or in the event a Transfer of an Interest occurswhich satisfies the provisions of Section 743 of the Code or in the event of a Distribution thatsatisfies Treasury Regulations so as to permit a step-up in basis for the sale of an asset by an entity,the Company will elect (but only if approved by the Manager), in accordance with Section 754 of theCode, to adjust the basis of the Company's property to the extent allowed by such Section 734 or 743and will cause such adjustments to be made and maintained. Any additional accounting expensesincurred by the Company in connection with making or maintaining any such basis adjustment willbe reimbursed to the Company from time to time by the distributee or transferee who benefits fromthe making and maintenance of such basis adjustment. Each Member will provide the Company withsuch information and such other cooperation as may be necessary to receive from such Member inorder for such election to be made and affected.

8.8 Bank Accounts. All funds of the Company will be deposited in a separate bank, moneymarket or similar account(s) approved by the Manager and in the Company's name. Withdrawals (bycheck or otherwise) therefrom will be made only by the signature of persons authorized by the Managerto do so.

ARTICLE 9TRANSFERS OF INTERESTS

9.1 General Restrictions. No Member may Transfer all or any part of such Member'sInterest (including any Distribution and Allocation rights associated with such Interest), except: (i) asotherwise expressly permitted in this Agreement, or (ii) with the written consent of the Manager.Any purported Transfer of all or any part of an Interest in violation of the terms of this Agreement(an "Unauthorized Transfer ") will be void and of no effect whatsoever; provided, however, that if theCompany is required under the Act or other applicable law to recognize an Unauthorized Transfer,the Person to whom such Interest is Transferred will have only the rights of an Assignee with respectto the Transferred Interest and any Distributions with respect to such Transferred Interest may beapplied (without limiting any other legal or equitable rights of the Company) towards the satisfaction


of any debts, obligations or liabilities for damages that the transferor or transferee of such Interestmay have to the Company. A permitted Transfer will be effective as of the date specified in theinstruments relating thereto. Any Assignee desiring to make a further Transfer will be subject to allof the provisions of this Article 9 to the same extent and in the same manner as any other Memberdesiring to make any Transfer.

9.2 Permitted Economic Transfers. Each Member will have the right to Transfer all or partof the Distribution and/or Allocation rights (collectively, "Economic Rights ") of the Member'sInterest (but not to substitute the Assignee of Economic Rights as a Substitute Member, except inaccordance with Section 9.3), by a written instrument, provided that:

(a) the Transfer would not result in the "termination" of the Company in accordancewith Section 708 of the Code;

(b) the Manager has consented in writing to such Transfer of Economic Rights andAssignee;

(c) no permitted Transfer of Economic Rights to a minor or incompetent will bemade other than in trust for the benefit of such person or in custodianship under the UniformTransfers to Minors Act or similar legislation;

(d) the Assignee agrees in writing that the assigned Economic Rights remain subjectto all of the terms of this Agreement and may not be further Transferred except in compliancewith this Agreement; and

(e) if required by the Company, the Company receives an opinion of counsel (whichcounsel and opinion will be satisfactory to the Company's counsel) to the effect that registrationof the security being Transferred is not required under the federal and applicable state securitieslaws in connection with such Transfer.

Notwithstanding the foregoing, the following Transfers of Economic Rights will not require the consentunder clause (b) above as long as the Transfers comply with clauses (a), (c), (d), and (e) above:

(i) Transfers of Economic Rights by bequest or intestacy upon the death ofan individual who is a Member; or

(ii) Transfers of Economic Rights (A) to a revocable trust of which theMember is the grantor, the trustee and the primary beneficiary during the Member's lifetime, (B)from such revocable trust to the original Member, and (C) from such trust to the originalMember's spouse and/or lineal descendants upon the death of the original Member.

9.3 Substitute Members. No Assignee of all or part of a Member's Interest or anyEconomic Rights therein will become a "Substitute Member" in place of the assignor and with all of therights of the assignor as a Member unless and until:

(a) The Transfer complies with the provisions of Section 9.2.

(b) The assignor Member (if living) states that such assignor Member intends for theAssignee to be admitted as a Substitute Member of the Company in the instrument of assignment;


(c) The Assignee has executed an instrument accepting and adopting the terms andprovisions of this Agreement as a Member;

(d) The assignor or Assignee has paid all reasonable expenses of the Company inconnection with the admission of the Assignee as a Substitute Member; and

(e) The Manager has consented in writing to such Assignee becoming a SubstituteMember, which consent may be withheld for any or no reason.

Upon satisfaction of all of the foregoing conditions with respect to a particular Assignee, the Managerwill cause this Agreement (including Schedule A) and, if necessary, the Articles to be duly amended toreflect the admission of the Assignee as a Substitute Member.

9.4 Effect of Admission as a Substitute Member. Unless and until admitted as a SubstituteMember in accordance with Section 9.3, a permitted Assignee of all or a part of a Member's Interestis only an Assignee, is not a Member and will not be entitled to exercise any of the governance orother rights or powers of a Member in the Company (all of which will remain with the assignorMember), including the right to vote, grant approvals or give consents with respect to such Interest,the right to require any information or accounting of the Company's Business, the right to receive anynotices provided under this Agreement, or the right to inspect the Company's books and records.Such Assignee will only be entitled to receive the specific Economic Rights Transferred to theAssignee to which the assignor would otherwise be entitled to receive. A permitted Assignee who hasbecome a Substitute Member has, to the extent of the Interest transferred to such Assignee, all therights and powers of the Person for whom such Assignee is substituted as the Member and is subjectto the restrictions and liabilities of a Member under this Agreement and the Act. Upon admission of apermitted Assignee as a Substitute Member, the assignor of the Interest so acquired by the SubstituteMember will cease to be a Member of the Company to the extent of such transferred Interest. APerson will not cease to be a Member upon assignment or Transfer of all of such Member's Interestunless and until the Assignee(s) becomes a Substitute Member as to all of such Interest.

9.5 Additional Members. Additional Members (as distinguished from Substitute Members)may not be admitted to the Company after January 1, 2020 without the permission of the Manager,and no additional Members shall be admitted after the Company has issued six hundred (600) Class AMembership Units.

9.6 Withdrawal of a Member. No Member will have the right or power, and no Memberwill attempt, to Withdraw from the Company. No Assignee will have the right or power to Withdrawfrom the Company. Any act or purported act of a Member or Assignee in violation of this Section willbe void and of no effect. If a Member exercises any non-waivable statutory right to Withdraw fromthe Company, such Withdrawal will be a default or breach by the Member of its obligations underthis Agreement and the Company may recover from such Member any damages incurred by theCompany as a result of such Withdrawal and offset the damages against any amounts payable to suchMember under the Act, the Articles or this Agreement. Such Withdrawing Member will only beentitled to receive from the Company 75% of the amount of the Member's Capital Account balance,determined as of the effective date of the Member's Withdrawal, and the remaining portion of theWithdrawing Member's Capital Account balance shall be allocated to the other Membersproportionate to their Percentage Interests. The distributable portion of such balance will constitute aliability of the Company to the Member and will be paid to the Member by the Company in 120consecutive equal monthly installments, without interest, beginning not earlier than December 31,


2022. On the Withdrawal effective date, the Member will cease to be a Member and the Memberwill execute an assignment transferring its Interest back to the Company. The Company will not beobligated to obtain a release of the Withdrawing Member and its Principal Owner from any guaranteeby it and them of any loan or lease for which the Company is liable at the time of the Member'sWithdrawal. If the Withdrawing Member has an outstanding loan to the Company, the Company willremain obligated to repay such loan in accordance with the terms thereof.

9.7 Sale or Refinancing Event.

(a) Upon a Sale or Refinancing Event, the Company shall use the available fundsreceived as a result of such Sale or Refinancing Event, net of all outstanding obligations ofthe Company at the time of such Sale or Refinancing Event, to, in the sole discretion of theManager, (i) make distributions to the Members as provided in Section 4.1(b) or (ii) invest insubsequent phases of the Project as long as any such investment is a qualified OpportunityZone business if such investment takes place prior to December 31, 2029.

(b) If at any time the Company shall desire to enter into a Sale or RefinancingEvent, the Company shall provide 30-day prior notice to each Class A Member of such Sale orRefinancing Event, together with the terms and condition of such Sale or Refinancing Event,including the proposed closing date for the Sale or Refinancing Event and an estimate of theamount of capital to be distributed to each Class A Member.

(c) Following December 31, 2026, the Company will endeavor (but does notguarantee) to cause a QOZB to refinance its properties so as to generate sufficient netproceeds as will enable the Company to make distributions to the Class A Members in anamount up to the sum of the highest federal and Missouri individual income tax rates imposedupon long-term capital gains as in effect during the 2026 calendar year multiplied by 85% of theClass A Members' aggregate Capital Contributions. The determination as to whether to proceedwith such refinancing shall be subject to market circumstances and the availability of financingon reasonable terms as determined by a QOZB in its sole discretion.

9.8 Cash Out Put Option.

(a) The Company hereby grants each Class A Member a put option ("Put Option''), whichmay be exercised in 2030 and in every calendar year thereafter, to require that, following December 31,2029 (the "Option Date"), the Company purchase all of the Member's Class A Units for the PurchasePrice. The Put Option may be exercised by notifying the Company in writing (the "Put Notice") duringthe six month period ending June 30 in any calendar year following the Option Date of such Member'selection to sell all (but not less than all) of the Member's Class B Units (the "Put Units"). Upon its firstreceipt of a Put Notice in any calendar year after the Option Date, the Company shall promptly obtain anappraisal of the Fair Value of the Company as of the date of such Put Notice from an independent thirdparty appraiser and the Fair Value as determined in that appraisal shall be the Fair Value of the Companyfor purposes of determining the Purchase Price with respect to all Put Notices during that calendar year.Within 20 days of receipt of such appraisal from the Company, the Class A Member may notify theCompany in writing of such Member's decision to rescind the Member's Put Notice and neither party shallhave any further obligation with respect to such Put Notice and the transaction contemplated therein.

(a) The purchase and sale of the Put Units (the "Closing") shall occur not later than December31 of the calendar year in which the Put Option is exercised. At the Closing, the Member shall execute


and deliver to the Company such deeds, bills of sale, assignments and other instruments as shallreasonably be requested by the Company to effect the transfer, as of the date of Closing, of the Put Units,free and clear of all liens, claims and encumbrances (other than this Agreement).

(b) The Purchase Price shall be paid at Closing in immediately available funds.

ARTICLE 10DISSOLUTION AND TERMINATION

10.1 Events Causing Dissolution. The Company will be dissolved upon the first to occur ofthe following events:

(a) The expiration of the period (if any) fixed for the duration of the Company, as setforth in Section 1.5, unless extended by the Manager as provided therein or by unanimous writtenconsent of the Members.

(a) Any other event causing a dissolution of the Company under the Act, except that thedeath, Withdrawal, Involuntary Transfer or dissolution of a Member or the occurrence of any other eventthat terminates the continued membership of a Member will not cause the Company to be dissolved orits affairs to be wound up. Upon the occurrence of any such event described in the immediatelypreceding sentence, the Company will be continued without dissolution, unless within 90 daysfollowing the occurrence of such event, the other Members unanimously agree in writing to dissolvethe Company. If the Company is not so dissolved, the business of the Company will continue (i) withthe affected Member, if living, remaining as a Member, or (ii) if such Interest is transferred to asuccessor holder by operation of law, with such Assignee being a permitted Assignee of theDistribution and Allocation rights associated with such Interest, but such Assignee will become aSubstitute Member only in accordance with Section 9.3.

(c) The Company ceases to maintain any ownership, lease, or lien interest in aQOZB, provided that if the Company receives a purchase money promissory note as part of thesale proceeds of such properties, the Company will be dissolved upon payment in full or othersatisfaction or sale of such promissory note.

10.2 Effect of Dissolution. Except as otherwise provided in this Agreement, upon thedissolution of the Company, the Manager and the Members will take such actions as may be requiredin accordance with the Act and will proceed to wind up, liquidate and terminate the business andaffairs of the Company. In connection with such winding up, the Manager will have the authority toliquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company aspromptly as is consistent with obtaining a fair and reasonable value for such assets, to apply anddistribute the proceeds of such liquidation and any remaining assets in accordance with the order ofpriority set forth in Section 4.2, and to do any and all acts and things authorized by, and inaccordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

ARTICLE 11MISCELLANEOUS

11.1 Title to Assets. Title to the Property and all other assets acquired by the Companywill be held in the name of the Company. No Member will individually have any ownership interestor rights in the Property or any other assets of the Company, except indirectly by virtue of such


Member's ownership of an Interest. No Member will have any right to seek or obtain a partition ofthe Property or other assets of the Company, nor will any Member have the right to any specificassets of the Company upon the liquidation of or any Distribution from the Company.

11.2 Nature of Interest in the Company. A Member's Interest will be personal property forall purposes.

11.3 Organizational Expenses. Upon the Company’s receipt of sufficient proceeds from theOffering, the Company shall immediately reimburse the Manager for expenses incurred by them inconnection with the creation and formation of the Company, the planning and offering for sale of Units,and in connection with planning for the Business, but not to exceed $200,000.

11.4 Powers of Attorney. Each power of attorney granted by any Member under thisAgreement shall be deemed to be irrevocable and coupled with an interest, and such power of attorneyshall, to the extent permitted by law, survive the death, disability, incapacity, dissolution, termination,removal, or Bankruptcy of the Defaulting Member and/or the Transfer of all or part of such Member'sInterest.

11.5 Notices. Except for the notices required by Section 5.4, which will be governed by thatsection, any notice, demand, request, call, offer or other communication required or permitted to be givenby this Agreement or by the Act will be sufficient if in writing and if sent (a) by mail or hand-delivery, tothe physical address or by e-mail to the e-mail address of the Member as they appear on the records of theCompany or (b) by mail or hand-delivery, to the Company at 11000 Riverview Dr., St. Louis, MO63138. All mailed notices will be deemed delivered when deposited in the United States mail, postageprepaid.

11.6 Waiver of Default. No consent or waiver, express or implied, by the Company or aMember with respect to any breach or default by another Member hereunder will be deemed orconstrued to be a consent or waiver with respect to any other breach or default by such Member ofthe same provision or any other provision of this Agreement. Failure on the part of the Company or aMember to complain of any act or failure to act of another Member or to declare such other Memberin default will not be deemed or constitute a waiver by the Company or the Member of any rightshereunder.

11.7 No Third Party Rights. Except as expressly set forth otherwise in this Agreement(including at Section 11.18), none of the provisions contained in this Agreement will be for the benefit ofor enforceable by any third parties, including creditors of the Company.

11.8 Set-Off. Without limiting any other right the Company may have, the Company, in itssole discretion, may set off against any amounts due a Member from the Company any and allliquidated amounts then or thereafter owed to the Company by the Member in any capacity, whetheror not such amount or the obligations to pay such amount owed by the Member is then due.

11.9 Entire Agreement; Amendment. This Agreement (together with the Articles and anyother agreements referenced herein) contains the entire agreement between the Members, in suchcapacity, and the Manager, in such capacity, relative to the formation, operation and continuation of theCompany. Except as otherwise expressly provided elsewhere in this Agreement, this Agreement shall notbe altered, modified or changed except by a written document duly executed by all of the Members at thetime of such alteration, modification or change. Notwithstanding the foregoing, this Agreement may also


be amended in a writing executed by the Manager (without the consent or signature of the Class AMembers), but only so long as the Amendment does note: (i) dilute or diminish the Units or thePercentage Interests of the Class A Members, (ii) create additional classes of Unit or Members, (iii)diminish any obligation of the Manager, (iv) diminish any rights of the Class A Members, or (v) alterDistributions set forth in Article 4.

11.10 Severability. In the event any provision of this Agreement is held to be illegal, invalidor unenforceable to any extent, the legality, validity and enforceability of the remainder of thisAgreement will not be affected thereby and will remain in full force and effect and will be enforced tothe greatest extent permitted by law.

11.11 Binding Agreement. Subject to the restrictions on the disposition of Interests hereincontained, the provisions of this Agreement will be binding upon, and inure to the benefit of, the partieshereto and their respective heirs, personal representatives, successors and permitted assigns.

11.12 Headings. The headings of the articles and sections of this Agreement are forconvenience only and will not be considered in construing or interpreting any of the terms or provisionshereof.

11.13 Counterparts. This Agreement may be executed in any number of counterparts, eachof which will be deemed to be an original and all of which will constitute one agreement that bindsall of the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.This Agreement may be delivered by facsimile transmission or by scanned e-mail transmission. ThisAgreement will be considered to have been executed by a person if there exists a photocopy,facsimile copy, or a photocopy of a facsimile copy of an original hereof or of a counterpart hereofwhich has been signed by such person. Any photocopy, facsimile copy, or photocopy of facsimilecopy of this Agreement or a counterpart hereof will be admissible into evidence in any proceeding asthough the same were an original.

11.14 Representations.

(a) Each Member hereby represents to the Company and each other Member that: (i) ifan entity, the Member is duly organized, validly existing and in good standing under the laws of itsstate of formation, (ii) the execution, delivery and performance of this Agreement has been dulyauthorized by all necessary and appropriate action, (iii) this Agreement constitutes a valid andbinding obligation of the Member, enforceable against it in accordance with the terms hereof, and(iv) the Interest is being acquired by the Member (A) solely for investment for the Member's ownaccount and not as nominee or agent or otherwise on behalf of any other Person, and (B) not with aview to or with any present intention to reoffer, resell, fractionalize, assign, grant any participationinterest in, or otherwise distribute the Interest.

(b) Each Member agrees to indemnify and hold harmless the Company and each of the otherMembers and their attorneys and agents from and against any and all damage, loss, liability, cost andexpense (including reasonable attorneys' fees) which any of them may incur as a result of the failure ofany representation by the indemnifying Member to be accurate.

11.15 Governing Law and Agreement Supersedes Act. This Agreement and the rightsand obligations of the parties hereunder are to be governed by and construed and interpreted inaccordance with the laws of the State of Missouri applicable to contracts made and to be performed


wholly within Missouri, without regard to choice or conflict of laws rules. The provisions of thisAgreement will supersede and control over any and all provisions of the Act to the contrary, to themaximum extent permitted by the Act.

11.16 WAIVER OF JURY TRIAL. THE COMPANY, THE MANAGER AND THEMEMBERS HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLYWAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYACTION, PROCEEDING, COUNTERCLAIM OR DEFENSE BASED ON THIS AGREEMENT, ORARISING OUT OF, UNDER OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR THECOMPANY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO RELATING TO THECOMPANY OR THIS AGREEMENT.

11.17 WAIVER OF FIDUCIARY DUTY. NOTWITHSTANDING ANYTHING TO THECONTRARY IN THIS AGREEMENT, EACH MEMBER AGREES THAT ANY FIDUCIARYDUTIES OR OBLIGATIONS OF THE MEMBERS OR THE MANAGER(S) TO SUCH MEMBERARE HEREBY WAIVED, ELIMINATED AND DISCLAIMED BY SUCH MEMBER TO THEFULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

11.18 Agreement Drafted by Counsel to the Manager. Each Member acknowledges that(a) the law firm of Rosenblum Goldenhersh, P.C., a Missouri professional corporation, has preparedthis Agreement solely on behalf of and solely in its capacity as counsel for the Manager and (b) eachMember hereby has been advised by Rosenblum Goldenhersh, P.C. to seek independent counsel. TheMembers acknowledge that (x) Rosenblum Goldenhersh, P.C., as counsel for the Manager, may also,from and after the date of this Agreement, serve as counsel to the Initial Member or the Companyand (y) in the course of any such representation(s), potential conflicts of interest may exist nowbetween the interests of the Members and those of the Manager, the Initial Member, or the Company.After consultation with their own counsel, each Member hereby, for itself and the Company, waivesany such conflicts of interest which may have existed prior to or as of the date of this Agreement forpurposes of all actions taken in respect of the Members, the Manager, or the Company to date;provided, however, no waiver is given as to any future conflict of interest that arises. RosenblumGoldenhersh, P.C. shall be deemed to be a third-party beneficiary of this Section 11.8.[Remainder of page left blank intentionally]


IN WITNESS WHEREOF, an authorized representative of the Initial Member has caused this Agreementto be duly executed as of April 14, 2019.

THE INITIAL MEMBER :

GATEWAY EQUITY MANAGEMENT, LLC,a Missouri limited liability company

By: ____________________________Larry Perkins, Manager

IN WITNESS WHEREOF, an authorized representative of the Manager hereby, on behalf of theManager, accepts the appointment and otherwise consents to the terms of the Operating Agreement.

THE MANAGER :

GATEWAY EQUITY MANAGEMENT, LLC,a Missouri limited liability company

By: ____________________________Larry Perkins, Manager

Initial Member and Manager Signature PageOperating Agreement RG/633748Gateway Opportunity Fund, LLC

CLASS A MEMBER SIGNATURE PAGE

The Subscriber/ Class A Member set forth below hereby agrees to be admitted as a Class A Memberof the Gateway Opportunity Funds, LLC, a Missouri limited liability company (the “ Company ”),according to the Operating Agreement of the Company dated April 14, 2019.

FOR COMPLETION BY A CLASS A MEMBER WHO IS NATURAL PERSON: (i.e.. individuals)

Subscriber's Name: ___________________________________

Subscriber's Signature: ___________________________________

FOR COMPLETION BY A CLASS A MEMBER WHO IS NOT A NATURAL PERSON: (i.e.,corporations, partnerships, limited liability companies, trusts. or other entities)

Subscriber's Name: ___________________________________

By (Signature): ___________________________________

Name: ___________________________________

Title: ___________________________________

Investor Member Signature PageOperating Agreement RG/633748Gateway Opportunity Fund, LLC

SCHEDULE A

LIST OF MEMBERS — GATEWAY OPPORTUNITY FUND, LLC

E.I.N.___________ Name and Address Percentage Interest Capital Contribution Class A Units

Gateway Equity Management Company, LLC___________________________________________________

100%

Notwithstanding theforegoing, upon thewithdrawal of the

Initial Memberpursuant to Section

3.1, the InitialMember’s PercentageInterest shall be 0%.

$100.00 0

Schedule AOperating Agreement RG/633748Gateway Opportunity Fund, LLC

SCHEDULE BTAX EXHIBIT

1. Definitions. As used in this Tax Exhibit, the following terms will have the followingmeanings, unless the context otherwise specifies:

"Adjusted Capital Account Deficit " means, with respect to any Member, the deficit balance, if any, insuch Member's Capital Account as of the end of the relevant fiscal year, after giving effect to thefollowing adjustments: (i) increased for any amounts such Member is unconditionally obligated torestore and the amount of such Member's share of Company Minimum Gain and Member MinimumGain after taking into account any changes during such year; and (ii) reduced by the items describedin Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

"Company Minimum Gain " will have the same meaning as partnership minimum gain set forth inTreasury Regulation § 1.704-2(d). Company Minimum Gain will be determined, first, by computingfor each Nonrecourse Liability any gain which the Company would realize if the Company disposedof the property subject to that liability for no consideration other than full satisfaction of suchliability and, then, aggregating the separately computed gains. For purposes of computing gain, theCompany will use the basis of such property which is used for purposes of maintaining CapitalAccounts under Section 3.4. In any taxable year in which a Revaluation occurs, the net increase ordecrease in Company Minimum Gain for such taxable year will be determined by: (1) calculating thenet decrease or increase in Company Minimum Gain using the current year's book value and the prioryear's amount of Company Minimum Gain, and (2) adding back any decrease in Company MinimumGain arising solely from the Revaluation.

"Credits" means all investment and other tax credits allowed by the Code with respect to activities of theCompany or the Property.

"Income" and "Loss" mean, respectively, for each fiscal year or other period, an amount equal to theCompany's taxable income or loss for such year or period, determined in accordance with Code Section703(a), except that for this purpose (i) all items of income, gain, deduction or loss required to beseparately stated by Code Section 703(a)(1) will be included in taxable income or loss; (ii) tax exemptincome will be added to taxable income or loss; (iii) any expenditures described in Code Section 705(a)(2)(B) (or treated as Code Section 705(a)(2)(B) expenditures in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing taxable income or loss will besubtracted; and (iv) taxable income or loss will be adjusted to reflect any item of income or lossspecifically allocated in Article IV.

"Member Minimum Gain " will have the same meaning as partner nonrecourse debt minimum gain asset forth in Treasury Regulation § 1.704-2(i)(3). With respect to each Member Nonrecourse Debt,Member Minimum Gain will be determined by computing for each Member Nonrecourse Debt anygain which the Company would realize if the Company disposed of the property subject to thatliability for no consideration other than full satisfaction of such liability. For purposes of computinggain, the Company will use the basis of such property which is used for purposes of maintainingCapital Accounts. In any taxable year in which a Revaluation occurs, the net increase or decrease inMember Minimum Gain for such taxable year will be determined by: (i) calculating the net decreaseor increase in Member Minimum Gain using the current year's book value and the prior year'samount of Member Minimum Gain, and (ii) adding back any decrease in Member Minimum gainarising solely from the Revaluation.

Schedule BOperating Agreement RG/633748Gateway Opportunity Fund, LLC

"Member Nonrecourse Debt" will have the same meaning as partner nonrecourse debt set forth inTreasury Regulation § 1.704-2(b)(4).

"Member Nonrecourse Deductions " will have the same meaning as partner nonrecourse deductionsset forth in Treasury Regulation § 1.704-2(i)(2). Generally, the amount of Member NonrecourseDeductions with respect to a Member Nonrecourse Debt for a fiscal year equals the net increaseduring the year in the amount of Member Minimum Gain (determined in accordance with TreasuryRegulation § 1.704-2(i)) reduced (but not below zero) by the aggregate Distributions made during theyear of proceeds of a Member Nonrecourse Debt and allocable to the increase in Member MinimumGain, determined according to the provisions of Treasury Regulation § 1.704-2(i).

"Nonrecourse Deduction " will have the same meaning as nonrecourse deductions set forth inTreasury Regulation § 1.704-2(b)(1). Generally, the amount of Nonrecourse Deductions for a fiscalyear equals the net increase in the amount of Company Minimum Gain (determined in accordancewith Treasury Regulation § 1.704-2(d)) during such year reduced (but not below zero) by theaggregate Distributions made during the year of proceeds of a Nonrecourse Liability that areallocable to an increase in Company Minimum Gain, determined according to the provisions ofTreasury Regulation § 1.704-2(c) and (h).

"Nonrecourse Liability" means a Company liability with respect to which no Member bears the economicrisk of loss as determined under Treasury Regulation § 1.752-1(a)(2).

"Revaluation" means the occurrence of an event described in clause (v), (w), (x), (y) or (z) of Section 2 inwhich the book basis of Property is adjusted to its Fair Value.

Capitalized terms used in this Tax Exhibit but not defined herein shall have the meaning assigned to suchterms in the Agreement.

2. Capital Accounts. Each Member's Capital Account will be (a) increased by (i) theamount of money contributed by such Member, (ii) the Fair Value of property contributed by suchMember (net of liabilities secured by such contributed property that the Company is considered toassume or take subject to under Code Section 752), (iii) Allocations to such Member, in accordancewith Article 4 of the Agreement, of Company income and gain (or items thereof), and (iv) to theextent not already netted out under clause (b)(ii) below, the amount of any Company liabilitiesassumed by the Member or which are secured by any property distributed to such Member; and (b)decreased by (i) the amount of money distributed to such Member, (ii) the Fair Value of propertydistributed to such Member (net of liabilities secured by such distributed property that such Memberis considered to assume or take subject to under Code Section 752), (iii) Allocations to such Member,in accordance with Article 4 of the Agreement, of Company loss and deduction (or items thereof),and (iv) to the extent not already netted out under clause (a)(ii) above, the amount of any liabilities ofthe Member assumed by the Company or which are secured by any property contributed by suchMember to the Company.

In the event any interest in the Company is transferred in accordance with the terms of thisAgreement, the Assignee will succeed to the Capital Account of the assignor to the extent it relates to thetransferred interest, except as otherwise provided in the written transfer agreement between the assignorand Assignee.

In the event of (v) the grant of a more than de minimis Interest in the Company as


consideration for the provision of services to or for the benefit of the Company by an existingMember acting in a Member capacity, or by a new Member acting in a Member capacity or inanticipation of being a member, (w) an additional capital contribution by an existing or an additionalMember of more than a de minimis amount or a Distribution of property which results in a shift inPercentage Interests, (x) the Distribution by the Company to a Member of more than a de minimisamount of property (other than cash), (y) a Distribution of Property in exchange for an Interest, or (z)the liquidation of the Company within the meaning of Treasury Regulation § 1.704-1(b)(2)(ii)(g), thebook basis of the Company Property will be adjusted to Fair Value and the Capital Accounts of allthe Members will be adjusted simultaneously to reflect the aggregate net adjustment to book basis asif the Company recognized gain and loss equal to the amount of such aggregate net adjustment.

If Property is subject to Code Section 704(c) or is revalued on the books of the Company inaccordance with the preceding paragraph in accordance with Section 1.704-1(b)(2)(iv)(t) of theTreasury Regulations, the Members' Capital Accounts will be adjusted in accordance with Section1.704-1(b)(2)(iv)(g) of the Treasury Regulations for Allocations to the Members of depreciation,amortization and gain or loss, as computed for book purposes (and not tax purposes) with respect tosuch Property.

The foregoing provisions of this Section 2 and the other provisions of the Agreementrelating to the maintenance of capital accounts are intended to comply with Treasury Regulation §1.704-1(b) and Treasury Regulation § 1.704-2, and will be interpreted and applied in a mannerconsistent with such Treasury Regulations. To the extent necessary to comply with TreasuryRegulation § 1.704-1(b)(2)(ii)(d), a Member's Capital Account will be reduced for the adjustmentsand Allocations set forth in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) and (6). In the event aMajority in Interest determines that it is prudent or advisable to modify the manner in which theCapital Accounts, or any increases or decreases thereto, are computed in order to comply with suchTreasury Regulations, such Majority in Interest may cause such modification to be made without theconsent of all the Members, provided that it is not likely to have a material effect on the amountsdistributable to any Member upon the dissolution of the Company. In addition, a Majority in Interestmay amend this Agreement in order to comply with such Treasury Regulations as provided in Section3(j) of this Tax Exhibit.

3. Special Rules Regarding Allocation of Tax Items. Notwithstanding the provisions ofArticle 4 of the Agreement, the following special rules will apply in allocating the net income or net lossof the Company:

(a) Section 704(c) and Revaluation Allocations. In accordance with Code Section704(c) and the Treasury Regulations thereunder, and notwithstanding any subsequent repeal ormodification thereof, income, gain, loss and deduction with respect to any property contributed to thecapital of the Company will, solely for tax purposes, be allocated among the Members so as to takeaccount of any variation between the adjusted basis of such property to the Company for federalincome tax purposes and its Fair Value at the time of contribution. In the event of the occurrence of aRevaluation, subsequent Allocations of income, gain, loss and deduction with respect to such propertywill take account of any variation between the adjusted basis of such property to the Company forfederal income tax purposes and its Fair Value immediately after the adjustment in the same manneras under Code Section 704(c) and the Treasury Regulations thereunder. Allocations in accordancewith this Section 3(a) are solely for income tax purposes and will not affect, or in any way be takeninto account in computing, any Member's Capital Account, Distributions or share of income or loss, inaccordance with any provision of this Agreement.


(b) Minimum Gain Chargeback. Notwithstanding any other provision of Article4 of the Agreement, if there is a net decrease in Company Minimum Gain during a Company taxableyear, each Member will be allocated items of income and gain for such year (and, if necessary, forsubsequent years) in an amount equal to that Member's share of the net decrease in CompanyMinimum Gain during such year (hereinafter referenced to as the "Minimum Gain ChargebackRequirement "). A Member's share of the net decrease in Company Minimum Gain is the amount ofthe total decrease multiplied by the Member's percentage share of the Company Minimum Gain at theend of the immediately preceding taxable year. A Member is not subject to the Minimum GainChargeback Requirement to the extent: (i) the Member's share of the net decrease in CompanyMinimum Gain is caused by a guarantee, refinancing or other change in the debt instrument causingit to become partially or wholly recourse debt or a Member Nonrecourse Liability, and the Memberbears the economic risk of loss for the newly guaranteed, refinanced or otherwise changed liability;(ii) the Member contributes capital to the Company that is used to repay the Nonrecourse Liabilityand the Member's share of the net decrease in Company Minimum Gain results from the repayment;or (iii) the Minimum Gain Chargeback Requirement would cause a distortion and the Commissionerof the Internal Revenue Service waives such requirement.

A Member's share of Company Minimum Gain will be computed in accordancewith Treasury Regulation § 1.704-2(g) and as of the end of any Company taxable yearwill equal: (1) the sum of the nonrecourse deductions allocated to that Member up to thattime and the Distributions made to that Member up to that time of proceeds of aNonrecourse Liability allocable to an increase of Company Minimum Gain, minus (2) the sumof that Member's aggregate share of net decrease in Company Minimum Gain plus hisaggregate share of decreases resulting from revaluations of Company Property subject toNonrecourse Liabilities. In addition, a Member's share of Company Minimum Gain will beadjusted for the conversion of recourse and Member Nonrecourse Liabilities into NonrecourseLiabilities in accordance with Treasury Regulation § 1.704-2(g)(3). In computing the above,amounts allocated or distributed to the Member's predecessor in interest will be taken intoaccount.

(c) Member Minimum Gain Chargeback. Notwithstanding any other provision ofArticle 4 of the Agreement, if there is a net decrease in Member Minimum Gain during a Companytaxable year, any Member with a share of that Member Minimum Gain (determined under TreasuryRegulation § 1.704-2(i)(5)) as of the beginning of the year will be allocated items of income and gainfor such year (and, if necessary, for subsequent years) equal to that Member's share of the net decreasein Member Minimum Gain. In accordance with Treasury Regulation § 1.704-2(i)(4), a Member is notsubject to the Member Minimum Gain Chargeback requirement to the extent the net decrease inMember Minimum Gain arises because the liability ceases to be Member Nonrecourse Debt due to aconversion, refinancing or other change in the debt instrument that causes it to be partially or wholly anonrecourse debt. The amount that would otherwise be subject to the Member Minimum GainChargeback requirement is added to the Member's share of Company Minimum. Gain.

(d) Qualified Income Offset. In the event any Member unexpectedly receives anadjustment, allocation or Distribution described in Treasury Regulation § 1.704.1(b)(2)(ii)(d)(4), (5)or (6), which causes or increases such Member's Adjusted Capital Account Deficit, items ofCompany income and gain (consisting of a pro rata portion of each item of Company income,including gross income, and gain for such year) will be specially allocated to such Member in anamount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly aspossible, provided that an allocation under this Section 3(d) will be made if and only to the extent


such Member would have an Adjusted Capital Account Deficit after all other Allocations underArticle 4 of the Agreement have been made.

(e) Nonrecourse Deductions. Nonrecourse Deductions for anytaxable year or other period will be allocated to the Members in proportion to their Percentage Interests.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deduction will beallocated to the Member who bears the risk of loss with respect to the loan to which such MemberNonrecourse Deductions are attributable in accordance with Treasury Regulation § 1.704-2(i).

(g) Curative Allocations. Any special Allocations of items of income, gain,deduction or loss in accordance with Sections 3(b), (c), (d), (e), (f) and (h) of this Tax Exhibit will betaken into account in computing subsequent Allocations of income and gain in accordance with Article4 of the Agreement, so that the net amount of any items so allocated and all other items allocated toeach Member in accordance with Article 4 of the Agreement will, to the extent possible, be equal tothe net amount that would have been allocated to each such Member in accordance with theprovisions of Article 4 of the Agreement if such adjustments, Allocations or Distributions had notoccurred.

(h) Loss Allocation Limitation. Notwithstanding the other provisions of Article 4of the Agreement, unless otherwise agreed to by a Majority in Interest, no Member will be allocatedLoss in any taxable year which would cause or increase an Adjusted Capital Account Deficit as of theend of such taxable year.

(i) Share of Nonrecourse Liabilities. Solely for purposes of determining aMember's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaningof Treasury Regulation § 1.752-3(a)(3), each Member's interest in Company profits is equal to itsrespective Percentage Interest.

(j) Compliance with Treasury Regulations. The foregoing provisions of thisSection 3 are intended to comply with Treasury Regulation §§ 1.704-1, 1.704-2 and 1.752-1through 1.752-5, and will be interpreted and applied in a manner consistent with such TreasuryRegulations. In the event it is determined by a Majority in Interest that it is prudent or advisable toso amend this Agreement in order to comply with such Treasury Regulations, such Majority inInterest is empowered to amend or Modify this Agreement without the consent of all the Members,notwithstanding any other provision of the Agreement.

(k) General Allocation Provisions. Except as otherwise provided in thisAgreement, all items that are components of Income or Loss will be divided among the Members inthe same proportions as they share such net income or net loss, as the case may be, for the relevantperiod. In the event of a change in a Member's Percentage Interest, Income, Loss or any other itemsshall be allocated using the interim closing of the books method.


operating agreement of gateway opportunity fund, llc · 2019-11-11 · operating agreement of...

Documents