20200818Application.pdf

..l.i.lnteserro
RECEIVED
2020August 18, AM 11:48
IDAHO PUBLIC
ATILITIES COMMISSION
151 Southhall Lane, Ste 450
Maitlad, FLW51
P.O. Drewer 2d)
Wnter Park Ft 3279G0200
wnw-intasera.oomCONSULTIXG CFOUP
August L8,202O
Via Email
Ms. Jan Noriyuki, Commission Secretary
ldaho Public Utilities Commission
472 West Washington
Boise, lD 83702
RE Spectrotel, lnc.
Notice of Corporate Reorganization
SP6- r- aD-o/
Dear Ms. Noriyuki:
Please find the PDF version of the Notice of Corporate Reorganization submitted on behalf of Spectrotel,
lnc. ("Company''). Spectrotel, lnc. has completed an internal corporate reorganization resulting in the
creation of a new affiliate, Spectrotel of the West LLC, which will become the telecommunications
service provider for the Company's ldaho customers.
Spectrote!, lnc. was issued a Certificate of Public Convenience and Necessity ("CPCN") to provide
facilities-based and resold local exchange services in Case No. SPE-T-11-01, Order No. 32602. Spectrotel,
lnc. respectfully requests that the Commission approve the transaction to the extent required by law
andlor Commission rules and transfer or reissue Spectrotel lnc.'s CPCN to Spectrotel of the West LLC,
effective as soon as practicable.
Any questions you may have regarding this filing should be directed to my attention at 407-740-3031 or
via email to [e-mail]. Thank you for your assistance in this matter.
Sincerely,
/s/ Sharon Thomas
Sharon Thomas
Consultant
tms: lDx2001
Enclosures
sr/kb
Spectrotel, Inc.
Description of Corporate Reorganization
Spectrotel, lnc. has completed an intemal corporate reorganization resulting in the creation of a
new affrliate, Spectrotel of the West LLC, which will become the telecommunications service provider for
the Company's Idaho customers. The effect of this reorganization is pro forrna in nature and transparent to
Idaho customers. Spectrotel, Inc. respectfully requests that the Commission approve the transaction to the
extent required by law and/or Commission rules and transfer or reissue Spectrotel Inc.'s Certificate of
Fublic Convenience and Necessity to Spectrotel of the West LLC, effective as soon as practicable.
A description of the transaction is set forth below.
The Companies
Spectrotel, lnc. is a privately held corporation organized under the laws of the State of Delaware.
Spectrotel's principal business address is 3535 State Highway 66, Suite 7, Neptune, New Jersey,07753.
Spectrotel, Inc. was authorized to provide Local Exchange Telecommunications Services in Idaho on July
31,2012 in Case No. SPE-T-I1-01.
Spectrotel of the West LLC is a newly created privately-held limited liability company organrzed
under the laws of the State of Delaware, with offices at the same location as Spectrotel, lnc. Attachment I
includes Spectrotel ofthe West LLC's Certificate of Formation of Limited Liability Company in Delaware,
the certificate of good standing issued by the Delaware Secretary of State and the Certificate of Authority
to transact business as a foreign LLC in Idaho.
The Transaction
Spectrotel, Inc. has undertaken an internal corporate reorganization, creating Spectrotel ofthe West
LLC to serve its customers in Idaho. The corporate reorganization will not impact customers, and service
will continue under the ctrrent rates, tenns and conditions. The ultimate ownership and control of the
Company will not change. Spectrotel of the West LLC is a membermanaged LLC with Spectrotel Holding
Company, LLC,aDelaware LLC, as its sole member. Spectrotel Holding Company, LLC is also a mernber
managed LLC, with Spectrotel, Inc. as its primary member. Spectrotel, lnc., the ultimate parent company
of Spectrotel of the West LLC, will continue to be 100o/o owned by Jack Dayan.
No new parent corporation or other entity will acquire Spectrotel, lnc. and no change of control
will occur. No other public service company or stock corporation will acquire Spectrotel, Inc. as a result of
this transaction. An organizational chart depicting the operating entity's corporate ownership and status
before and after the restructuring is displayed on Attachment 2.
Upon completion of this reorganization, there will be no change to the management,
corporate ownership, employees, rates, services, or other contract rights and obligations of the company.
All of the current managerial, technical and financial resources available to Specrotel, Inc. will remain
available to Spectrotel of the West LLC, since the ultimate ownership of the Company will not change.
Through this transaction, Spectrotel, lnc. is not seeking to expand or reduce its operating authority, and its
services to customers (and service obligations) will not change as a result. Customer bills will continue to
reflect the name "Spectrotel". The proposed restructuring is in the public interest because it will allow
Spectrotel to achieve administrative efficiencies and potential cost savings, thus financially strengthening
the company without altering its operations in any respect.
Because the internal corporate restructuring will be transparent to customers, customer notice was
not provided, as it would likely be confusing to customers.
Conclusion
Spectotel, Inc. respectfully requests that the Commission approve the internal corporate
reorganization described herein to the extent requircd by law or Commission rules, hansfer or reissue
Spechotel Inc.'s Certificate of Public Convenience and Necessrty to Spectrotel of the West LLC, effective
as soon as practicable and grant such other relief as may be required.
Attachment 1
Certificate of Formation of Limited Liability Company
Certificate of Good Standing
Certificate of Authority to transact business as Foreign LLC
Delaware
The First State
r, ,TEEEREY W. BULLOCK, SECRETaRr OE STATE OE TI|E STATT OE
DEr.AytARE, DO EEREBY CERTTW TI|E AuTACHED r,s e TRIIE AtrD CORRECT
COPY OE TEE CERTIEZCAW OE EORMATION OE IISPECTROrE,L O7 TTTE WEST
LLC", Err.ED rN THTS OggrCE ON fiIE ETETEENTH DAy OE;ItNEt A.D.
2020, AT 70:06 O'CLOCIC A.M.
Page 1
Authentication: 203112135
Date:06-15-20
3061783 8100
sR# 20205687L23
You may verify this certificate online at corp.delaware.gov/authver.shtml
Stle of D&rrr
Sccnntl of Shts
Dlvhr of Coryonllorr
D.h.d l0:06Altll5/15n020
m.JD 10:06AM0ql5n0t0
SR 2020t6t7123 - tLlirrbcr 3e6l?t3
CERTIFICATE OF FORMATION
SPECTROTEL OF THE WEST LLC
Thc urdcrsigned, an arrttorizld natural pcrron, for the puryosc of forming a
limited liability compmy, undcr the provisions and subjat to the requinements of the State of
Delaware (partieularly Chaptcr 18, Title 6 ofthe Dclawarc Code and thc acts amendatory thereof
and supplemental thereto, and known, idcntified, and refcrred to as the "Delawart Limitcd
Liability Cornpany Act'), hercby certifies thar:
FIRSIT: Thc nanre of thc limitc{ lisbility company (hereinaftcr called the
*limited liability companyJ is:
SpccrrotGl of tlc Wcrt LLC
SECOND; The address of thc registcred oflicc urd thc namc and the address of
thc rcgistcred agcnt of the limitd liability company required to be maintained by Section l8-104
of thc Delaware Limired Liability Company Act arc:
Cogcncy Global Inc.
850 Ncw Burton Road
Suitc 201
Dover, Elelawarc l99(X
THIRD: This Certificate of Formation shall be effective upon filing.
Executcd on Junc LZOZO.
OF
I
Delaware Page 1
The First State
It ,rEFFngy w. BwLacK, SE0RETARY O? STAEE OF TIIE SPATE Og
DELAWARE, DO EEREBY CERTrgy 'SPEaTROTEL Og lHE WEST LLC" ZS DWy
FOAI,SD UNDER TEE I.AWS OP THE STATE OE DELAWARE EtfD TS IN COOD
S?AlvDIlrG eivD AAS A LECAL EXISTENCE SO EeR AS gEE RECORDS Og TEXS
o?Ercg s$ow, As or rEE SryENr,g,ENTE DAy OF ,ItLy, A.D. 2020.
EiVD T DO flEREBY ruRTEER CERTTW IHAT rM SATD NSPECTROr/EL Og
TflE WESr LLC" WAS ?ORMED ON rHE FI,1tEEyWt DAy OE;firmg, A.D. 2020.
3061783 8300
sR# 20206275085
Authentication : 203304225
DateioT-17-20
You may verlfy this certificate online at corp.delaware.gov/authver.shtml
LIMITED LIABILITY COMPAI\Y OPERATING AGREEMENT OF
SPECTROTEL OF THE WEST LLC
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this
"Aereement") of SPECTROTEL OF THE WEST LLC, a Delaware limited liability company
(the "Company"), is dated as of June 15, 2020, by and between the Company and Spectrotel
Holding Company, LLC, a Delaware limited liability company (the "Member"), as the sole
member of the Company.
WITNESSETII:
WHEREAS, the Company was formed as a Delaware limited liability company under the
Delaware Limited Liability Company Act, as amended (the "LLC Act"), pursuant to a Certificate
of Formation filed with the Delaware Secretary of State on June 15,2020 (the "Certificate of
Formation"); and
WHEREAS, the Member desires that the Company operate as a Delaware limited
liability company upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt, adequacy and sufficiency of
which is hereby acknowledged, the parties agree as follows:
ARTICLE I.
DEFINED TERMS: EXHIBITS. SCHEDULES. ETC.
1.1 Definitions. As used in this Agreement, the following terms shall have the
meanings indicated below:
"Capital Contribution" means, with respect to the Mernber, the amount of money or
property contributed to the Company by the Mernber from time to time.
"Membership Interest" means the Member's entire interest in the Company, which shall
entitle the Member to (i) an interest in the profits, losses, distributable cash, and net proceeds of
liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as
required under the LLC Act; and (iii) any right to participate in the management of the Company
as set forth herein or as required under the LLC Act. A Membership Interest is personal property
and the Member shall have no interest in the specific assets or property of the Company.
"Membership Percentaqe" means, with respect to the Member, the Member's percentage
ownership interest in the Company set forth on Exhibit A attached hereto, as the same may be
amended from time to time to reflect the relative Capital Contribution of the Mernber.
66@" means any individual, corporation, general partnership, limited partnership,
limited liability company, joint venture, trust, business trust, cooperative, association or other
legal entity.
us-Docs\l 16497598.1
1.2 References. References to an "Exhibit" are, unless otherwise specified, to one of
the exhibits attached to this Agreement, and references to an "Article" or a "Section" are, unless
otherwise specified, to one of the articles or sections of this Agreement.
ARTICLE II.
ORGANIZATIONAL MATTERS
2.1 Formation of Companv. Pursuant to the Certificate of Formation duly filed with
the Secretary of State of the State of Delaware on June 15,2020, the Company has been formed
as a limited liability company for the purposes and upon the terms and conditions hereinafter set
forth. Except as provided herein, the rights, duties and liabilities of the Member of the Company
shall be as provided in the LLC Act.
2.2 Name. The name of the Company is Spectrotel of the West LLC, or such other
name as may be selected from time to time by the Member.
2.3 Pumose. The purpose and business of the Company is to engage in any lawful
business or activity permitted by the LLC Act.
2.4 Term. The term of the Company commenced on June 15,2020 and shall continue
perpetually unless earlier terminated pursuant to Section 10.1 hereof.
2.5 Principal Office. The location of the Company's principal office is 3535 Route
66, Building 7, Neptune, New Jersey 07753, or such other place as may be selected by the
Mernber. The Company may conduct business at such additional places as the Member shall
deern advisable.
2.6 Reeistered Aeent and Registered Office. The statutory agent for service of
process and the registered office of the Company in the State of Delaware shall be Cogency
Global Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904, or such other statutory
agent and registered office as the Member may determine from time to time.
2.7 Fiscal Year. The fiscal year of the Company shall commence on January I and
end on December 3l of each year or such other date as the Member may select in its discretion
from time to time.
ARTICLE III.
CAPITAL CONTRIBUTIONS: ETC.
3.1 Capital Contributions. The Member shall be deemed for purposes of this
Agreement to have contributed to the capital of the Company the consideration set forth opposite
the Member's name on Exhibit A attached hereto. The Member shall not be obligated to make
any additional Capital Contributions to the Company.
3.2 Withdrawal: Return of Capital. Except as specifically provided herein, the
Member shall not be entitled to any distributions from the Company or to withdraw any part of
the Member's Capital Contribution prior to the Company's dissolution and liquidation or, when
2us-Docs\l 16497598.1
such withdrawal of capital is permitted, to demand distribution of property other than money
The Menrber shall not be entitled to interest on its Capital Contribution.
3.3 No Aopraisal Rights. The Member shall not have any appraisal rights under the
LLC Act.
ARTICLE IV.
DISTRIBUTIONS AI\[D ALLOCATIONS
4.1
Member.
4.2
Member.
Distributions. The timing and amount of distributions shall be determined by the
Allocations. The profits and losses of the Company shall be allocated to the
ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS
5.1 Books and Records. The Company will maintain true, complete and correct
books of account of the Company, all in accordance with generally accepted accounting
principles applied on a consistent basis. The books of account shall contain particulars of all
monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or
purchased by the Company, and all of such other transactions, matters and things relating to the
business of the Company as are usually entered in books of accounts kept by Persons engaged in
a business of a like kind and character or as otherwise required pursuant to the LLC Act.
ARTICLE \rI.
MANAGEMENT OF COMPAIiY
6.1 Member-Manaeed. Except as specifically provided herein, the management and
control of the Company shall be vested exclusively in the Member. The Member shall have the
authority to appoint and remove, with or without cause, and re,place, officers and assign to thern
such duties and provide them with such authority as it deems appropriate. All actions required or
permitted to be taken at a meeting of the Member under the LLC Act shall be taken without a
meeting upon a written consent of the Member.
6.2 Role of Mernber. The Company is expressly permitted to enter into other
transactions with the Mernber or any of its affiliates, provided that the price and other terms of
such transactions are fair to the Company and generally consistent with normal business practices
between unrelated parties on arm's-length terms. Nothing in this Agreernent shall prevent the
Member or any affiliate of the Member from engaging in or possessing an interest in any other
business ventures of any nature or description, independently or with others, similar or dissimilar
to the business of the Company.
ARTICLE VII.
OFFICERS
us-Docs\l 16497s98.1 3
7.1 Officers: Election and Term of Office. The Mernber may (but shall not be
obligated to), at any time or from time to time, designate ofEcers of the Company (each, an"@"), including a Chief Executive Offrcer, a President, one or more Vice Presidents, a
Secretary, one or more Assistant Secretaries and a Treasurer. Vacancies may be filled or new
offices created and filled by the Member. Each Officer shall hold ofEce until the earlier of his or
her resignation or removal, or until his or her successor shall have been duly appointed and
qualified in accordance herewith. Each Officer shall perform such duties as specified in this
Agreement or as may be prescribed from time to time by the Members. An individual may serve
as an Officer in more than one office. The initial officers of the Company shall be:
Chief Executive Officer Jacob Dayan
President Ross Artale
7.2 Officers: General Riehts and Duties. Subject to the authority of the Member as
provided in Article VI hereof, the Officers are hereby directed and authorized (which direction
and authorization is revocable at any time by the Member), on behalf of and in the name of the
Company, to implement all decisions approved by the Member and to conduct the following
functions of the Company consistent with action taken by the Member:
(a) operate the day-to-day business of the Company in the ordinary course;
(b) protect and preserve the titles and interests of the Company with respect to the
assets owned by or dedicated to the Company;
(c) keep all books of account and other records of the Company, in accordance
with the terms of this Agreonent and applicable law;
(d) carry out the responsibilities of the Company under the leasing, financing,
partnership, management, operating and other contractual agreements to which it is a
pafiy;
(e) prepare and file (or cause to be prepared and filed) all necessary reports,
statements, tax refurns and other documents with local, state, federal, provincial,
territorial, or foreign agencies or departrnents in connection with the business of the
Company;
(f) procure and maintain insurance;
(g) employ, retain and enter into business relationships, on behalf of the
Company, which are necessary or appropriate to carry out the business of the Company
as shall be designated by the Member; and
(h) distribute the cash of the Company as provided in Article IV hereof and as
directed by the Member.
7.3 Officers: Description of Offices. The Officers shall have the duties and powers as
set forth below:
4us-Docs\l 16497598.1
(a) Chief Executive OfEcer. The Chief Executive Officer shall be the principal
executive officer of the company and shall be responsible for the general care,
supervision, control and direction of the business and the officers of the Company,
subject only to the power and authority of the Member. The Chief Executive Officer may
sign with or without the Secretary, or any other proper Officer of the Company thereunto
authorized by the Member, any deeds, mortgages, bonds, contracts, or other instruments
that the Member has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Member to some other OfEcer or
agent of the Company, or shall be required by law to be otherwise signed or executed,
and in general shall perform all duties incident to the office of Chief Executive Officer
and such other duties as may be prescribed by the Member from time to time.
(b) President. The President shall be the principal executive officer of the
company and shall be responsible for the general care, supervision, control and direction
of the business of the Company, unless some other ofEcer has been elected Chief
Executive Officer of the Company. The President may sign with or without the
Secretary, or any other proper Officer of the Company thereunto authorized by the
Member, any deeds, mortgages, bonds, contracts, or other instruments that the Member
has authorized to be executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Mernber to some other Officer or agent of the
Company, or shall be required by law to be otherwise signed or executed, and in general
shall perform all duties incident to the office of President and such other duties as may be
prescribed by the Mernber or the Chief Executive Officer from time to time.
(c) Vice Presidents. The Vice Presidents may assume and perform the duties of
the President in the absence or disability of the President or whenever the office of
President is vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers as the
Member, the Chief Executive Officer or the President shall designate from time to time.
(d) Secretar.v. The Secretary shall: (i) keep and be the custodian of the books and
records of the Company; (ii) see that all notices are duly given in accordance with the
provisions of this Agreunent or as required by the LLC Act or other applicable law; (iii)
keep a register of the address of each Member, which shall be furnished to the Company
by such Member; and (iv) in general perform all duties incident to the office of Secretary
and such other duties as may be prescribed by the Member, the Chief Executive Officer
or the President from time to time.
(e) Assistant Secretaries. The Assistant Secretaries may assume and perform the
duties of the Secretary in the absence or disability of the Secretary or whenever the office
of the Secretary is vacant. The Assistant Secretaries shall also perform such other duties
and have such other powers as the Member, the Chief Executive Officer or the President
shall designate from time to time.
(f) Treasurer. The Treasurer shall: (i) have charge and custody of and be
responsible for all funds and securities of the Company; (ii) receive and give receipts of
moneys due and payable to the Company from any source whatsoever, and deposit all
5us-Docs\l 16497598.1
such moneys not otherwise employed in the name of the Company in such bank, savings
and loan association, trust company or other depositories as shall be selected by the
Member; and (iii) in general perform all the duties incident to the office of Treasurer and
such other duties as may be prescribed by the Member, the Chief Executive Officer or the
President from time to time. If required by the Member, the Treasurer shall give a bond
for the faithful discharge of the Treasurer's duties in such sum and with such surety or
sureties as the Member shall determine.
7.4 Compensation. The Officers of the Company shall receive such compensation, if
any, as may be fixed from time to time by the Member. No Officer shall be prevented from
receiving such compensation by reason of the fact that such Officer is also an officer of the
Member.
7.5 Resignations. Any Officer may resign at any time by grving notice to the
Member. A resignation of an Officer need not be accepted in order to be effective.
7.6 Removal. Any Officer may be removed, with or without cause, by the Member.
7.7 Vacancies. A vacancy in any office may be filled by the Member.
ARTICLE \TI[.
LIMITATION ON LIABILITY AND INDEMNIFICATION
8.1 Limitation on Liability. Except as otherwise provided by the LLC Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be
solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as
defined below) shall be obligated for any such debt, obligation or liability of the Company solely
by reason of being a Member or officer, director, manager, parbrer, principal, equityholder,
employee, or affiliate of a Member or the Company.
8.2 Indemnification and Contribution. Neither the Member nor any officer, director,
manager, partner, principal, equityholder, employee or afEliate of the Mernber or the Company
(each,an.o@,),asthecasemaybe,shallbeliable,responsibleoraccountable,
whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member
(or to any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses,
including but not limited to, reasonable attorneys' fees (collectively, "h4reS,"), asserted
against, suffered or incurred by the Company or by the Mernber (or by any affiliate thereof)
arising out of, relating to or in connection with any action taken or omitted by the Indernnified
Person within the scope of the authority conferred upon such Indemnified Person by this
Agreement or the LLC Act, provided that such lndemnified Person shall have acted in good faith
and in the belief that such act or omission was in the best interests of the Company and, provided
further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or
gross negligence. The Company shall, and hereby does, indemnifr and hold harmless and agrees
to defend each Indernnified Person from and against any Damages asserted by any Person
(whether against the Company, the Member or such Indernnified Person) or otherwise incurred
by such Indemnified Person by reason of any act performed by such Indernnified Person in
accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the
6us-Docs\l 16497598.1
indemnities contained in this Section 8.2. Notwithstanding anything to the contrary contained in
this Agreement, the Member shall have no personal liability with respect to the indernnities set
forth in this Section 8.2, and any such indernnities shall be satisfied solely out of the assets of the
Company.
8.3 Payment of Expenses in Advance. Expanses incurred in defending a civil or
criminal action, suit or proceeding shall be paid out of Company funds in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by the Indernnified
Person to repay such amount unless it shall ultimately be determined that it is entitled to be
indernnified by the Company.
8.4 Provisions Not Exclusive. The exculpation of liability and indemnification
provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or
rights to which those seeking indonnification may be entitled under any statute, agreement,
Mernber vote or otherwise.
ARTICLE IX.
TRANSFER OF HIP INTERESTS
9.1 No Restriction on Transfer. The Member may assign, sell, pledge, encumber,
give or otherwise transfer, dispose of or alienate ("Transfer") all or any portion of its
Membership Interest as allowable by the LLC Act and applicable law.
9.2 Admission of New Member.
(a) Upon a Transfer or other event resulting in more than one Mernber of the
Company, this Agreement shall be amended to reflect such multiple Members' respective
rights, interests and obligations.
O) Any transferee, assignee, designee, pledgee or legal representative (each a
"Transferee") of the.Member, pursuant to a Transfer permitted under this Agreement,
shall execute and deliver such other instruments and documents necessary to cause the
Transferee to become a Member, and pay all reasonable expenses in connection with
such Transferee's admission as a Member, including, but not limited to, the cost of
preparation and filing of any amendment of this Agreement.
(c) A Transferee who is admitted as a Member pursuant to this Section 9.2
shall have, to the extent transferred, the rights and powers, and shall be subject to the
restrictions and liabilities, of the Member under this Agreement, as amended, and the
LLC Act.
(d) In the event the Member makes any Transfer, the Member agrees to
provide (and to cause the Transferee to provide) to the Company such information
regarding the consideration or transfer price of such Membership Interests, and any other
information that the Company may reasonably request to permit the Company to prepare
financial statements and tax refurns in a timely manner.
7us-Docs\r 16497598.1
9.3 Terms of Admission of New Member: Creation of Preferred or Special Interests.
The Mernber shall have the right to admit new Members in exchange for property, cash or
services on such terms as the Mernber may determine, and in connection therewith the Member
may create series or classes or groups of Members (including the existing Member) having such
relative rights, powers and duties as the Member may from time to time establish, including
rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to
reflect changes in Membership Percentages in exchange for any such property, cash or services
or resulting from the redemption of Membership Interests.
ARTICLE X.
DISSOLUTION AND TERMINATION
10.1 Dissolution. The Company shall continue in perpetuity unless earlier dissolved
upon the first to occur of the following:
(a) the execution by the Member of a written instrument of
dissolution;
O) the entry of a decree of judicial dissolution of the Company under
Section 18-802 of the LLC Act; or
(c) the sale or other disposition of all or substantially all of the
Company's assets.
10.2 Liquidating Distribution. In the event of the dissolution of the Company for any
reason, the assets of the Company shall be liquidated for distribution in the following rank and
order:
(a) first, to the payment and discharge of all the debts and liabilities in
the order of priority as provided by the LLC Act;
O) second, to the establishment of any necessary reserves to provide
for contingent liabilities, if any; and
(c) third, to the Member.
10.3 Liquidatins Trustee. Upon the dissolution of the Company, the afFairs of the
Company shall be wound up and terminated and its assets shall be distributed exclusively by the
Person as is selected at the time of dissolution by the Member (the "Liquidatine Trustee"). The
Liquidating Trustee shall be empowered to give and receive notices, reports and payments in
connection with the dissolution, liquidation and/or winding-up of the Company and shall hold
and exercise such other rights and powers as are necessary or required to permit all parties to
deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-
up of the Company and to effectuate the termination of the Company.
8us-Docs\l 16497598.1
ARTICLE XI.
MISCELLANEOUS
I l.l Amendment. This Agreement may be modified or amended at any time by the
written approval of the Member.
ll.2 Further Assurances. The Member agrees to execute, acknowledge, deliver, file,
record and publish such further certificates, instruments and documents, and do such other acts
and things as may be required by law or to carry out the intent and purposes of this Agreement.
11.3 Notices. Any and all notices or other communications provided for herein shall
be in writing and shall be considered duly given upon the eadiest to occur of (a) personal
delivery, O) two (2) days after being delivered to a nationally recognized ovemight courier or
service, (c) three (3) days after being mailed by registered or certified mail, return receipt
requested, postage prepaid or (d) the delivering party's receipt of a written confirmation of a
electronic transmission. All notices shall be addressed to the Company at its principal office and
to the Member at its address contained on the books of the Company. Either party may change
its address by giving notice to the other party as provided herein.
ll.4 Govemine Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware, without regard to the principles of
conflicts of law. In the event of a conflict between any provision of this Agreement and any
non-mandatory provision of the Act, the provisions of this Agreement shall control and take
precedence.
I 1.5 Captions: Pronouns. All articles and section headings or captions contained in
this Agreement are inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of this Agreement or the intent of any provision
hereof. As used herein, all pronouns shall include the masculine, ferninine, neuter, singular and
plural thereof wherever the context and facts require such construction.
I 1.6 Successor and Assisns. This Agreonent shall be binding upon the parties hereto
and their respective executors, administrators, legal representatives, heirs, successors and
assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein
expressly provided, their respective executors, administrators, legal representatives, successors
and assigns.
ll.7 Severabilitv. If any provision of this Agreement or application to any party or
circumstances shall be determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement or the application of such
provision to any other party or circumstances shall not be affected thereby, and each provision
shall be valid and shall be enforced to the fullest extent permitted by law.
11.8 Entire Aereement. This Agreement, including any exhibits and schedules thereto,
contains the entire understanding and agreement of the parties hereto relating to the subject
matter and supersedes all prior agreements relative hereto which are not contained herein.
9us-Docs\l 16497598.1
ll.9 Corurteroarts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and all of whicl5 whe,n taken together, shall be deemed one
agreement.
Signature page follows.
us-Docs\l 16497598.1 10
IN WITNESS WHEREOF, thc parties hcreto have caused this Agreement to be duly
cxecuted as of thc &te first above written.
THE COMPAT{Y:
SPECTROTEL OI'THE WEST LI,C
By:b
Name: J Dayan
Title:Person
THE MEMBER.:
SPECTROTEL HOLDING COMPANY, LLC
By:
Name: I Dayan
Titlc:
lSignature Pagc to the bmited babtlity Company Opruttng lgreanentfor Spectrcrel of the West LLe
LIMITED LIABILITY COMPAIYY OPERATING AGREEMENT
OF SPECTROTEL OF THE WEST LLC
Exhibit A
MEMBER CAPITAL
CONTRIBUTION
MEMBERSHIP
PERCENTAGE
Spectrotel Holding Company,
LLC
$10.00 100%
us-Docs\l16497598.1
Attachment 2
Organizational Chart
Pre-Restructuring Organ ization
Spectrotel, Inc.
Post-Restructuring Organization
Spectrotel, Inc.
Spectrotel Holding Company, LLC
Spectotel ofthe West LLC
State of ldaho
CERTIFICATE OF REGISTRATION
OF
SPECTROTEL OF THE WEST LLC
Filing Number: 3950300
!, LAWERENCE DENNEY, Secretary of State of the State of tdaho, hereby
certify that an application for Foreign Registration Statement, duly executed pursuant
to the provisions of the ldaho Uniform Business Organization Code, has been
received in this office and is found to conform to law.
ACCORDINGLY, by virtue of the authority vested in me by law, ! issue this
Certificate of Registration to transact business in this State and attach hereto a
duplicate of the application for such certificate.
Dated:30 July 2020
Lawerence Denney
Secretary of State
Office of the Secretary of State
Processed by: Business Division