Operating Agreement — Mountain Vista Holdings LLC

This Operating Agreement (the "Agreement") is entered into and effective as of April 12, 2026 by and among the undersigned person (the "Member") of Mountain Vista Holdings LLC, a Wyoming limited liability company (the "Company").

WHEREAS, the Company was formed as a Wyoming limited liability company by the filing of Articles of Organization with the Wyoming Secretary of State pursuant to the Wyoming Limited Liability Company Act, Wyoming Statutes § 17-29-101 et seq. (the "Act"); and

WHEREAS, the sole Member desires to set forth herein the terms governing the operation of the Company, the rights and obligations of the Member, and the manner in which the business of the Company shall be conducted;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the sole Member agrees as follows:

Article I — Formation

1.1 Formation. The Company was formed upon the filing of Articles of Organization with the Wyoming Secretary of State under the Act.

1.3 Principal Office. The principal office of the Company shall be located at 30 N Gould St, Suite 20705, Sheridan, WY 82801, or at such other place as the sole Member may from time to time designate.

1.4 Registered Agent. The Company's registered agent in the State of Wyoming shall be as designated in the Articles of Organization and may be changed by filing a Statement of Change with the Wyoming Secretary of State.

Article II — Purpose and Term

2.1 Purpose. The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be organized under the Act.

2.2 Term. The Company shall continue in perpetuity unless dissolved in accordance with this Agreement or the Act.

Article III — Members and Capital Contributions

3.1 Members and Interests. The name, Membership Interest, and initial Capital Contribution of the sole Member of the Company is as follows:

Jane Smith — Membership Interest: 100%; Initial Capital Contribution: $1,000.00
123 Main Street, Cheyenne, WY, 82001

3.2 Limited Liability. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or acting as a Manager of the Company, to the fullest extent provided by applicable law, including the Wyoming Limited Liability Company Act, Wyoming Statutes § 17-29-304.

3.3 Additional Contributions. No Member shall be required to make additional Capital Contributions to the Company except as determined by the sole Member.

3.4 Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Internal Revenue Code and the Treasury Regulations thereunder.

3.5 No Interest on Capital. No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account.

Article IV — Allocations and Distributions

4.1 Allocations. All items of Company income, gain, loss, deduction, and credit shall be allocated among the Members in proportion to their Membership Interests.

4.2 Discretionary Distributions. All distributions of cash or property shall be made at such times and in such amounts as determined solely in the discretion of the sole Member. No Member shall have the right to demand or receive any distribution from the Company, and no distribution shall be required except as determined by the sole Member. The Company shall not be required to make any distribution to satisfy the obligations of any Member or to satisfy any charging order, judgment, or lien against a Member's interest.

4.3 Tax Distributions. The sole Member may, but is not required to, authorize distributions to the Members sufficient to cover the estimated federal and state income tax liabilities of the Members attributable to their Membership Interests, to the extent of available cash. Any such tax distributions shall be at the sole discretion of the sole Member and shall not create any obligation to make further distributions.

Article V — Tax Treatment

5.1 Tax Classification. The Company shall be treated as a disregarded entity for federal income tax purposes, unless the sole Member elects an alternative classification (including S-corporation status).

5.2 Books and Records. The Company shall maintain complete and accurate books and records of its business and affairs.

5.3 Inspection Rights Limited. Only Members in good standing and their authorized legal representatives shall have the right to inspect the books, records, and financial information of the Company. No transferee, assignee, or person holding a charging order, judgment, or other encumbrance against any Member's interest shall have any right to access, inspect, or receive information regarding the Company's books, records, operations, membership, or financial affairs.

Article VI — Management by Members

6.1 Member Management. The Company shall be managed by its Members. The sole Member shall have full, exclusive, and complete authority to manage and control the business and affairs of the Company.

6.2 Authority to Act. The sole Member is authorized to execute all contracts, open bank accounts, and conduct all business on behalf of the Company.

Article VII — Transfers of Interests

7.1 Restrictions on Transfer. No Member shall sell, assign, transfer, pledge, or otherwise dispose of all or any portion of such Member's Membership Interest without compliance with this Agreement and applicable law. Any attempted transfer in violation of this Section shall be void.

7.2 Admission of New Members. New Members may be admitted to the Company only upon the written consent of the sole Member and compliance with this Agreement.

Article VIII — Dissolution and Winding Up

8.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following: (a) the written election of the sole Member; (b) the sale or other disposition of substantially all of the Company's assets; or (c) as otherwise required by the Act.

8.2 Continuation Following Triggering Event. Upon the occurrence of any event that would otherwise cause a dissolution of the Company, including but not limited to the death, adjudicated incompetency, bankruptcy, or withdrawal of any Member, if at least one (1) Member or the legal representative of the last remaining Member remains, the Company shall not be dissolved and the business of the Company shall continue without interruption.

8.3 Designation of Successor Member. Upon the death, permanent incapacity, or adjudication of incompetence of the sole Member, the successor designated in writing by the sole Member (or, if no designation has been made, the sole Member's personal representative or heir at law) shall automatically be admitted as a Substitute Member of the Company, effective immediately prior to the dissociation of the last remaining Member, without further action or the need for any additional filing. This designation is intended to ensure there is never a period in which the Company has zero Members and to prevent the dissolution of the Company and to ensure the continuous management and protection of Company assets. The sole Member may designate or change the Successor Member at any time by written amendment to this Agreement.

8.4 Winding Up. Upon dissolution, the Company's affairs shall be wound up in accordance with the Act, and the Company's assets shall be distributed: first, to creditors; second, to satisfy any loans from Members; and third, to the Members in proportion to their positive Capital Account balances.

Article IX — Asset Protection and Charging Order Protection

9.1 Wyoming Charging Order Protection. Pursuant to Wyoming Statutes § 17-29-503, a charging order constitutes the exclusive remedy by which a judgment creditor of a Member may satisfy a judgment out of the judgment debtor's Membership Interest. No creditor shall have the right to foreclose upon a Member's Membership Interest, to force a sale of Company assets, or to otherwise compel the Company to satisfy such judgment.

9.2 Transferee Status of Charging Order Holder. Any person who holds a charging order against a Member's interest shall be treated solely as a transferee of the economic interest in the Company and shall not, by reason of holding such charging order, become a substitute member or have any right to vote, manage, participate in, or access information about the Company. The Company is not required to make any distribution to satisfy a charging order.

9.3 Tax Allocations to Charged Interests. A person holding a charging order shall be subject to all tax allocations attributable to the charged interest, including allocations of income, gain, loss, deduction, and credit under Article IV, without any guarantee of corresponding distributions. The Members acknowledge that this may result in the holder of a charging order being allocated taxable income for which no cash distribution is made.

9.4 Buyout Option. Upon issuance of a charging order against any Member's interest, the remaining Member (or the Company) shall have the option, but not the obligation, to purchase the charged interest at fair market value as determined by an independent appraiser within ninety (90) days of written notice of the charging order.

9.5 Limitation on Veil Piercing. The failure of the Company or any Member to observe any formalities or requirements relating to the exercise of the Company's powers or management of its business under this Agreement or applicable law shall not be grounds for imposing personal liability on any Member for liabilities of the Company, to the maximum extent permitted by applicable law, including Wyoming Statute § 17-29-304(b).

9.6 Limitation of Fiduciary Duties. To the maximum extent permitted by the Wyoming Limited Liability Company Act, the fiduciary duties of the Member and any Manager to the Company are hereby eliminated, except that no Member shall act in bad faith, engage in willful misconduct or fraud, or knowingly violate the law. The Member acknowledges that this provision is intended to limit the ability of any third party — including a bankruptcy trustee, receiver, or creditor — to assert claims against the Member based on fiduciary obligations, to the fullest extent permitted by Wyoming law.

9.7 Preservation of Limited Liability. The sole Member intends that the Company be operated in a manner that preserves the limited liability protection afforded by the Act, and the sole Member agrees to observe all corporate formalities, maintain separate Company bank accounts, and avoid commingling personal and Company funds.

Article X. Master Intercompany Loan Authority

10.1 Standing Authority for Intercompany Loans. From time to time, the Company may extend credit to, or borrow from, any Affiliated Entity (defined in Section 10.5) under the standing terms set forth in this Article, without the need for a separate per-transaction authorization by the sole Member. Each such advance shall be documented contemporaneously as provided in this Article. This standing authority is intended to establish, at the time of the Company's formation, the contractual basis upon which intercompany loans may occur, which is designed to support the characterization of each advance as bona fide debt under applicable federal tax authority, including IRC Section 7872 (Below-Market Loans).

10.2 Mandatory Arms-Length Interest Rate. Each intercompany loan shall carry a stated annual interest rate not less than the Applicable Federal Rate (AFR) in effect for the month in which the loan is made, as published by the Internal Revenue Service under IRC Section 1274(d).

10.3 Promissory Note Requirement. Each intercompany loan shall be evidenced by a written promissory note signed by the authorized representative of both entities, at or near the date of the advance. The note shall state the principal amount, interest rate, repayment schedule, both entity names, and effective date.

10.5 Definition of Affiliated Entity. For purposes of Articles X through XIV, "Affiliated Entity" means any entity in which the same natural persons who own or control the Company hold, in aggregate, fifty percent (50%) or more of the ownership interest or voting control.

10.8 Loan Confirmation Memorandum Contents. Each Loan Confirmation Memorandum required under this Article shall include at minimum: (a) the date of the advance; (b) the principal amount; (c) the applicable AFR rate and term (as published at irs.gov/applicable-federal-rates); (d) the repayment schedule; (e) a brief business-purpose statement; (f) confirmation that the repayment source is the Borrowing Entity's own operating cash flow; and (g) a statement that the lending terms are consistent with those an unrelated lender would require. The Memorandum shall be signed by the Manager or sole Member and retained contemporaneously with the advance.

10.9 Arms-Length Negotiation Record. The Loan Confirmation Memorandum serves as the contemporaneous arms-length negotiation record for each advance, confirming that the terms reflect what an unrelated lender would require in a comparable transaction.

10.10 Repayment Source Identification. Each Loan Confirmation Memorandum shall confirm that repayments will be made from the Borrowing Entity's own operating cash flow, and shall identify the expected source of repayment.

10.11 Outside Financing Benchmark. Each Loan Confirmation Memorandum shall confirm that the Borrowing Entity does not have equivalent credit available from unrelated third-party lenders on comparable terms at the time of the advance.

10.12 Subordination Status. Each Loan Confirmation Memorandum shall state whether the intercompany loan is a senior obligation, subordinated to identified secured creditors, or a general unsecured obligation of the Borrowing Entity.

EXHIBIT A TO ARTICLE X

Loan Confirmation Memorandum Template

Executed pursuant to Article X, Master Intercompany Loan Authorization. Use one per advance. Retain in permanent records.

Date of Advance: _______________________

Lender Entity: _______________________

Borrower Entity: _______________________

Principal Amount: $_______________________

AFR Rate Applied: _______ % (Applicable Federal Rate for [short-term / mid-term / long-term], [Month] [Year])

AFR Source: irs.gov/applicable-federal-rates, Revenue Ruling [___-___]

Repayment Schedule: _______________________

Maturity Date: _______________________

Security: [Unsecured / Secured by: _______________________]

Subordination Status: [Senior / Subordinated to: _______________________]

Business Purpose of Advance: _______________________

Repayment Source: Operating cash flow of Borrower Entity (not further advances from Lender Entity)

Outside Financing Benchmark: [Borrower does not have equivalent credit available from unrelated third parties on comparable terms at this date.]

This advance is made under the standing authority of Article X of the Operating Agreement of [Lender Entity] and constitutes bona fide indebtedness. No membership interest is conveyed by this advance.

Manager / Sole Member Signature: _______________________

Printed Name: _______________________

Date: _______________________

Article XI. Master Intercompany Services Authorization

11.1 Standing Authority for Intercompany Services. From time to time, the Company may provide management, administrative, consulting, or other services to an Affiliated Entity, or receive such services from an Affiliated Entity, under the standing terms set forth in this Article.

11.2 Arms-Length Pricing Requirement. All intercompany service arrangements shall be priced on an arms-length basis consistent with IRC Section 482 and Treasury Regulation Section 1.482-9, using a cost-plus, comparable-uncontrolled-services, or other IRC Section 482-prescribed method.

11.3 Services Memorandum Requirement. Each intercompany service arrangement shall be documented by a written services memorandum describing the services, pricing method, fee amount, payment schedule, both entity names, and effective date.

11.5 Annual Service Pricing Worksheet. No later than January 31 of each calendar year, the Manager or sole Member shall prepare a Service Pricing Worksheet documenting: (a) the total cost base for services provided in the prior year; (b) the cost-plus markup applied (5% to 15% unless supported by a different IRC section 482 benchmark); and (c) any third-party benchmarks used. The Worksheet shall be signed and retained as the contemporaneous IRC section 482 documentation for the fee period.

Article XII. Master Capital Contribution Authorization

12.1 Standing Pre-Authorization (Supersedes Section 3.3 for Future Contributions). Notwithstanding Section 3.3 of this Agreement, the sole Member is hereby pre-authorized to accept additional voluntary Capital Contributions from any Member or Affiliated Entity at any time, without a separate per-event vote or amendment, provided each contribution is recorded contemporaneously in the contributing Member's Capital Account ledger and classified in writing at the time of receipt.

Article XIII. Master Expense Reimbursement Policy (Accountable Plan)

13.1 Accountable Plan Compliance. All expense reimbursements paid by the Company to any Member, Manager, or Affiliated Entity shall be administered under an accountable plan as defined by IRC Section 62(c) and Treasury Regulation Section 1.62-2. Reimbursements that comply with this Article are designed to be excluded from the recipient's gross income. Non-compliant reimbursements shall be treated as wages or guaranteed payments.

13.3 Substantiation Requirement. Each reimbursement request shall be supported by a receipt or other documentation, a written business-purpose statement, and the date and location of the expense. Substantiation shall be submitted within sixty (60) days after the expense is incurred.

Article XIV. Permitted Transactions Resolution and Manager Authority

14.1 Standing Authorization to Execute Framework Transactions. RESOLVED, that the sole Member is authorized to execute, in the name and on behalf of the Company, any transaction permitted under Articles X through XIII of this Agreement without the need for a separate specific authorization for each individual transaction, provided each transaction is conducted on terms consistent with the applicable Article and documented contemporaneously in the Company's books and records.

14.2 Contemporaneous Documentation. The standing pre-authorization established in Articles X through XIII is intended to establish, as of the date of this Agreement, the contractual framework under which intercompany transactions may occur. Transactions executed under this framework and documented contemporaneously are designed to support characterization as pre-authorized transactions occurring under a pre-existing agreement.

14.6 Inadvertent Commingling Cure. In the event that funds of the Company are inadvertently commingled with funds of any Member or Affiliated Entity, the sole Member shall, within thirty (30) days of discovering such commingling: (a) cause the funds to be separated and classified under the applicable framework Article; (b) execute the applicable Confirmation Memorandum; and (c) record the correction in the Company's books with a written explanatory note. This cure provision is designed to demonstrate that any commingling was an aberration from the Company's documented separateness intent. Deliberate or repeated commingling constitutes a breach of this Agreement.

14.7 Affiliated Entity Addition Memorandum. When the Company forms or acquires a new Affiliated Entity, the sole Member shall execute an Affiliated Entity Addition Memorandum identifying: (a) the new entity's legal name, formation state, and Employer Identification Number; (b) its ownership relationship to the Company; (c) its classification for purposes of Articles X through XIV; and (d) the Manager's signature. The framework established in Articles X through XIV automatically extends to transactions with the new Affiliated Entity upon execution of the Addition Memorandum, without further amendment to this Agreement.

Article XV. Indemnification

15.1 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Member and their respective agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Company's business, except to the extent such claims arise from such person's willful misconduct, fraud, or gross negligence.

15.2 Advancement of Expenses. The Company shall advance reasonable attorneys' fees and expenses incurred by any indemnified person in defending any proceeding prior to the final disposition thereof, upon receipt of a written undertaking by such person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification under this Agreement.

Article XVI. General Provisions

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflicts of laws principles.

16.2 Entire Agreement. This Agreement constitutes the entire agreement among the sole Member with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreement, course of dealing, or conduct of the parties.

16.3 Amendments. This Agreement may be amended only by a written instrument signed by the sole Member.

16.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

16.6 Banking Authority. The sole Member is authorized to establish one or more bank accounts in the name of the Company, to designate signatories on such accounts, and to execute any banking resolutions required by financial institutions.

16.7 Confidentiality. Each Member agrees to hold in strict confidence all non-public information regarding the Company, its Members, its assets, and its operations, and shall not disclose such information to any third party without prior written consent, except as required by law.

16.8 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation. If mediation fails within sixty (60) days, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in the State of Wyoming. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Article XVII. Decanting and Reorganization

17.1 Authority to Reorganize. The sole Member shall have the authority to reorganize, convert, domesticate, or transfer the Company's assets and obligations into a new entity formed in any jurisdiction, including but not limited to conversion to a limited liability company, limited partnership, or other entity type under the laws of another state. Such reorganization shall not be deemed a dissolution of the Company and shall not require the consent of any transferee, assignee, or person holding a charging order against any Member's interest.

IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the Effective Date first written above.