Resolution #2017-06-13-01

RESOLUTION OF DIRECTORS OF

THE NEW AMERICA SCHOOL

(a Colorado nonprofit corporation)

Pursuant to §7-128-202 of the Colorado Revised Nonprofit Corporation Act, as amended (the "Act"), the undersigned, representing all of the directors (the "Directors") of The New America School, a Colorado nonprofit corporation (the "Corporation"), do hereby consent, adopt and approve the following resolutions by a motion before the board on June 13, 2017.

WHEREAS, the Directors desire to authorize the Corporation to enter into that certain Assignment and Assumption of Membership Interest dated effective December 31, 2016, attached hereto as Exhibit A (“Assignment”) and to accept the assignment of the membership interests in 89th and Washington Facilities Organization, LLC, New America School Facilities Organization, LLC, and New America School Lowry Facility, LLC, all Colorado limited liability companies (collectively, the “Companies”).

NOW THEREFORE, BE IT RESOLVED, that the Superintendent of the Corporation be, and hereby is, authorized and directed to execute the Assignment;

FURTHER RESOLVED, that Ray Peterson is hereby appointed as the Manager of the Companies in accordance with the terms of each of their operating agreements, until he resigns, is removed or until his successor is duly elected and qualified.

The motion passed on a ______to ______vote of the Board.

Secretary of the BoardChair of the Board

Mara GonzalezMary Hanewall

EXHIBIT A TO
RESOLUTION OF DIRECTORS

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST

THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST ("Assignment") by and among The New America Schools Management Organization, a Colorado nonprofit corporation ("Assignor"), and The New America School, a Colorado nonprofit corporation ("Assignee"), is executed effective as of December31, 2016 (the "Effective Date").

RECITALS:

A.Assignor owns one hundred percent (100.0%) of the issued and outstanding membership interests (the "Membership Interests") in 89th and Washington Facilities Organization, LLC, a Colorado limited liability company, New America School Facilities Organization, LLC, a Colorado limited liability company, and New America School Lowry Facility, LLC, a Colorado limited liability company (collectively, the “Companies”).

B.Assignor has determined to dissolve and therefore desires to assign, convey, and transfer to Assignee, an affiliated nonprofit organization, all of its right, title, and interest in and to the Membership Interests of the Companies, and Assignee agreed to acquire and take assignment in and delivery of the Membership Interests.

NOW, THEREFORE, in consideration for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Assignment and Assumption. Assignor hereby assigns, conveys, and transfers all right, title and interest in and to the Membership Interests to Assignee, including, without limitation (1) 100% of its capital account in the Companies; (2) 100% of its rights to receive any other distributions of any kind or description in the Companies; (3) 100% of its rights to allocation of profits, income, losses, deductions or credits in the Companies; (4) 100% of its rights to vote the Membership Interest in the Companies; (5) 100% of its rights to exercise all other rights and remedies of Assignor under the Companies' operating agreements; and (6) 100% of its rights to receive any fees, compensation, income or other payments or remuneration of any kind or description from the Companies. Assignee hereby accepts the assignment and transfer of the Membership Interests and agrees to assume and perform all rights and obligations in connection with the Membership Interests, whether accrued as of the Effective Date or thereafter. Assignee further agrees to observe and comply with the terms of the Companies' operating agreement ("Operating Agreements").

2.Representations and Warranties.

a.Assignor represents and warrants to Assignee that, as of the Effective Date, it is the sole, direct, and lawful owner of the Membership Interests free and clear of all liens, pledges, security interests, charges, restrictions, or encumbrances of any nature.

b.Assignor represents and warrants to Assignee that the Companies’ Operating Agreements previously provided to Assignee are the true and correct copies of such documents as of the Effective Date.

3.Counterpart and Facsimile Signatures. This Assignment may be executed in separate faxed or .pdf’d counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument notwithstanding that all parties have not executed the same counterpart.

4.Governing Laws; Successors: This Assignment shall be governed by and construed in accordance with the laws of the State of Colorado and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Assignment on the Effective Date first written above.

ASSIGNOR:

The New America Schools Management Organization, a Colorado nonprofit corporation

By:

Craig A. Cook, Authorized Party

ASSIGNEE:

The New America School,

a Colorado nonprofit corporation

By:

Name: Title: