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lJ L t- Li qL i2► is ►iii rt% �� ►� !j �� u <br />GOLD BASIN MINE LLC <br />OPERATING AGREEMENT <br />This OPERATING AGREEMENT (the "Agreement ") of Gold Basin Mine LLC, <br />a Colorado limited liability company (the "Company "), is dated and deemed effective as of <br />September 24, 2013, by Laurens Leffingwell, as its sole member (the "Member "). <br />WHEREAS, the Member has formed the Company as a limited liability company <br />under the Colorado Limited Liability Company Act and any successor provisions thereto (the <br />"Colorado Act"). <br />1. Formation. The Company has been formed pursuant to the Articles of <br />Organization filed with the Secretary of State of the State of Colorado on September 24, 2013 <br />under the provisions of the Colorado Act. <br />2. Ltoose. The Company has been organized for any purpose for which a <br />limited liability company may be organized under the Colorado Act. In furtherance thereof, the <br />Company may engage in any and all lawful activities as are necessary or incidental to the <br />foregoing purposes. <br />3. Registered Office; Registered Agent. The address of the registered office <br />of the Company in the State of Colorado is 1675 Broadway, Suite 1200, Denver, CO 80202 and <br />the registered agent for service of process on the Company in the State of Colorado shall be <br />National Registered Agents, Inc. at the same address. <br />4. Member. The name and the current address of the Member is as follows: <br />Name Address <br />Laurens Leffingwell clo Simpson Estates, Inc. <br />30 North LaSalle Street, Suite 1232 <br />Chicago, IL 60602 <br />5. Initial Capital Contributions; Percentage Interest. The Member shall make <br />an initial capital contribution to the Company at such time and in such amounts as the Member <br />shall determine. The "Percentage Interest" of the Member in the Company is 100 %. <br />6. Additional Contributions. The Member shall have the ability to make <br />additional capital contributions to the Company in the Member's discretion. <br />7. Distributions. Distributions shall be made to the Member at the times and <br />in the aggregate amounts as the Member decides. <br />8. Withdrawals. The Member shall be permitted to make withdrawals from <br />the Company of net income or net realized gain as determined by the Member in his sole <br />discretion. <br />DEN 88297713 0 1 <br />