Organization. 1.1 Formation. On
December 20, 2018, June 10, 2020, a Certificate of Formation was filed in the office of the Secretary of State of the state of
Utah Nevada in accordance with and pursuant to the Act. 1.2 Name and Place of Business. The name of the Company shall be
VivaOpportunity Fund, International Metals Exchange, LLC, and its principal place of business shall be
433 Lawndale Dr., Salt Lake City, Utah 84115. 8565 S. Eastern Ave, Ste. 150 Las Vegas, Nevada 89123. The
Manager Managers may chang
...e such name, change such place of business or establish additional places of business of the Company as the Manager Managers may determine to be necessary or desirable. 1.3 Business and Purpose of the Company. The purpose of the Company is to (i) qualify as a Qualified Opportunity Fund and participate preserve the Members' capital investment, (ii) realize income through its investment in the Qualified Opportunity Zone program enacted under the Tax Cuts and Jobs Act, (ii) acquire, hold and, in the Manager's sole discretion, dispose of a membership interest in the Venture, act as managing member of the Venture Business, and (iii) engage in any other activities relating or incidental thereto as may be necessary to accomplish such purpose and (v) engage in such other activities as determined by the Manager which are allowed under Utah law. Nevada law in the sole discretion of the Managers. The Company intends to purchase precious metals concentrate with the goal of marketing and selling the precious metal concentrate to international buyers of precious metal 1.4 Term. The term of the Company shall be perpetual commence on the effective date of this Agreement and shall terminate on December 31, 2099, unless the Company is sooner dissolved and terminated as provided in this Agreement. 1.5 Required Filings. The Administrative Manager shall execute, acknowledge, file, record, amend and/or publish such certificates and documents, documents as may be required by this Agreement or by law in connection with the formation and operation of the Company. 1.6 Registered Office and Registered Agent. The Company's initial registered office and initial registered agent shall be as provided in the Certificate of Formation. The registered office and registered agent may be changed from time to time by the Administrative Manager by filing the address of the new registered office and/or the name of the new registered agent pursuant to the Act. 1.7 Certain Competitive Transactions. Any Manager, Owner or any Affiliate thereof, or any shareholder, officer, director, employee, partner, member, manager or any Person owning an interest therein, may engage in or possess an interest in any other business or venture of any nature or description, whether or not competitive with the Company, including, but not limited to, the operation acquisition, syndication, ownership, financing, leasing, operation, maintenance, management and development of property similar to the Business and no Manager, Owner or any Affiliate, or other Person shall have any interest in such other business or venture by reason of their interest in the Company. 1.8 Proprietary Information. Notwithstanding anything herein to the contrary, the Members acknowledge that Vivakor has indicated that Vivakor created, cultivated and owns the tradenames and trademarks relating to the name "Vivakor" and the proposed business of Vivakor and the Company (the "Proprietary Information"). The parties agree that Vivakor shall retain the ownership of the Proprietary Information and that in the event VivaVentures Management Company, Inc. is removed as the Manager, the Company shall no longer use the name or a similar name. 1 2. Definitions. Definitions for this Agreement are set forth on Exhibit A and are incorporated herein.
View More
