Section 1: The Limited Liability Company

1.1 Formation

Effective ___________________ (Month Day, Year), the Members form a limited liability company under the name ___________________ (Company Name), L.L.C. (the "Company") on the terms and conditions in this Operating Agreement (the "Agreement") and pursuant to ___________ (State Law) of the State of ___________ (the "Act"). The Members agree to file with the appropriate agency within the State of ___________ charged with processing and maintaining such records all documentation required for the formation of the Company. The rights and obligations of the parties are as provided in the Act except as otherwise expressly provided in this Agreement.

1.2 Name

The business of the Company will be conducted under the name ___________________ (Company Name), L.L.C., or such other name upon which the Members may unanimously agree.

1.3 Purpose

The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of ___________.

1.4 Office

The Company will maintain its principal business office within the State of ___________ at the following address: _________________________________________________________ (Address, City, State Zip).

1.5 Registered Agent

___________________ (Full Name) is the Company's initial registered agent in the State of ___________, and the registered office is _________________________________________________________ (Address, City, State Zip).

1.6 Term

The term of the Company commences on ___________________ (Month Day, Year) and shall continue perpetually unless sooner terminated as provided in this Agreement.

1.7 Names and Addresses of Members

The Members' names and addresses are attached as Schedule 1 to this Agreement.

1.8 Admission of Additional Members

Except as otherwise expressly provided in this Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.

Section 2: Capital Contributions

2.1 Initial Contributions

The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

2.2 Additional Contributions

No Member shall be obligated to make any additional contribution to the Company's capital without the prior unanimous written consent of the Members.

2.3 No Interest on Capital Contributions

Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.

Section 3: Allocation of Profits and Losses; Distributions

3.1 Profits/Losses

For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2, as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

3.2 Distributions

The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).

3.3 No Right to Demand Return of Capital

No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company.

Section 4: Indemnification

The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee, or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful.

The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.

Section 5: Powers and Duties of Managers

5.1 Management of Company

• 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement, shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.
• 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members.
• 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

5.2 Decisions by Members

Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

5.3 Withdrawal by a Member

A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

Section 6: Salaries, Reimbursement, and Payment of Expenses

6.1 Organization Expenses

All expenses incurred in connection with organization of the Company will be paid by the Company.

6.2 Salary

No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority of the Members.

6.3 Legal and Accounting Services

The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business.

Section 7: Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking

7.1 Method of Accounting

The Company will use the method of accounting previously determined by the Members for financial reporting and tax purposes.

7.2 Fiscal Year; Taxable Year

The fiscal year and the taxable year of the Company is the calendar year.

7.3 Capital Accounts

The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.

7.4 Banking

All funds of the Company will be deposited in a separate bank account or in an account or accounts of a savings and loan association in the name of the Company as determined by a Majority of the Members. Company funds will be invested or deposited with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government.

Section 8: Transfer of Membership Interest

8.1 Sale or Encumbrance Prohibited

Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of an interest in the Company without the prior written consent of a majority of the other non-transferring Members determined on a per capita basis.

8.2 Right of First Refusal

1. The Member desiring to transfer his or her Interest first must provide written notice to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest.
2. For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified. If the Members cannot agree on the allocation, it will be proportional to their Ownership Interests.
3. Closing of the sale will occur as stated in the Offer, not less than 45 days after the 30-day notice period.
4. If the Members fail or refuse to notify the transferring Member of their desire to acquire the Interest within the 30-day period, they will be deemed to have waived their right to acquire the Interest. The transferring Member may then sell the Interest to any other person, under the terms stated in the Offer.
5. Should the sole remaining Member be entitled to acquire all the Interests, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendant, or an affiliated entity.

8.3 Substituted Parties

1. The transferor and assignee must execute and deliver to the Company the necessary documents to effect the transfer and to confirm the agreement of the assignee to be bound by this Agreement.
2. The transferor must furnish to the Company an opinion of counsel, satisfactory to the Company, that the transfer will not cause the Company to terminate for federal income tax purposes or that any termination is not adverse to the Company or the other Members.

8.4 Death, Incompetency, or Bankruptcy of Member

On the death, adjudicated incompetence, or bankruptcy of a Member, the successor in interest to the Member will receive only the economic right to receive distributions and the Member's share of taxable income, gains, losses, deductions, and credits unless and until a majority of the other Members admit the transferee as a fully substituted Member.

8.5 Death Buy Out

Upon the death of any Member, the Company may elect to purchase the deceased Member's Interest pursuant to the provisions detailed in this section. This includes a detailed process for valuation, notice, and closing of the sale, and addresses potential disagreements over valuation.

Section 9: Dissolution and Winding Up of the Company

9.1 Dissolution

The Company will be dissolved on the happening of any of the following events:

• 9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of the Company;
• 9.1.2 The agreement of all of the Members;
• 9.1.3 By operation of law; or
• 9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

9.2 Winding Up

On the dissolution of the Company (if the Company is not continued), the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value. The proceeds, to the extent sufficient to pay the Company's obligations with respect to the liquidation, will be applied and distributed as follows:

1. 9.2.1 To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations other than Members;
2. 9.2.2 To the payment and discharge of any Company debts and liabilities owed to Members;
3. 9.2.3 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution; provided, however, that any then outstanding Default Advances (with interest and costs of collection) first must be repaid from distributions otherwise allocable to the Defaulting Member pursuant to this subsection.

Section 10: General Provisions

10.1 Amendments

Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Members.

10.2 Governing Law

This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of _____________ (without regard to principles of conflicts of law).

10.3 Entire Agreement; Modification

This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed by all the Members.

10.4 Attorney Fees

In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided.

10.5 Further Effect

The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.

10.6 Severability

If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.

10.7 Captions

The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.

10.8 Notices

All notices required to be given by this Agreement will be in writing and will be effective when actually delivered or, if mailed, when deposited as certified mail, postage prepaid, directed to the addresses first shown above for each Member or to such other address as a Member may specify by notice given in conformance with these provisions to the other Members.

IN WITNESS WHEREOF, the parties to this Agreement execute this Operating Agreement as of the date and year first above written.

MEMBERS:

• Printed/Typed Name
  Signature
• Printed/Typed Name
  Signature
• Printed/Typed Name
  Signature

Listing of Members - Schedule 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR _______________________ L.L.C.

As of the ____ (Day) day of _______________, 20____ (Month, Year), the following is a list of Members of the Company:

Authorized by Member(s) to provide Member Listing as of this ____ (Day) day of _______________, 20____ (Month, Year).

• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________

Listing of Capital Contributions - Schedule 2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR ___________________ L.L.C. CAPITAL CONTRIBUTIONS

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $100. The description and each individual portion of this initial contribution is as follows:

SIGNED AND AGREED this ____ (Day) day of ______________, 20____ (Month, Year).

• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________

Listing of Valuation of Members Interest - Schedule 3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR __________________ L.L.C.

Pursuant to ARTICLE 8, the value of each Member's interest in the Company is endorsed as follows:

SIGNED AND AGREED this _____ (Day) day of ____________, 20____ (Month, Year).

• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________
• Printed/Typed Name ___________________________
  Signature ___________________________

Notary Seal of Acknowledgment

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of ______________

County of ) On before me, __________________________ (insert name), personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of __________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)