Legal Action By Member

LEGAL ACTION BY MEMBER

This Legal Action By Member is made and entered into as of by and between Member Name: (the "Member") and Company Name: (the "Company").

RECITALS

WHEREAS, the Member is the record and beneficial owner of membership interest in the Company, holding approximately of the issued and outstanding membership interests; and

WHEREAS, the Member alleges that on or about certain acts and omissions occurred constituting breaches of fiduciary duty, self-dealing, waste of corporate assets, or other actionable conduct by: ; and

WHEREAS, the Member represents that demand for action has been made of the Company's managers or directors: Yes No Date of demand, if any:

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this instrument, the following defined terms shall have the meanings set forth below. "Authorized Action" means the legal action authorized by the Member under Section 2. "Claims" means all causes of action, claims, demands, rights, and causes of action described in Section 3. Terms not defined herein shall have the ordinary meaning as used in the context of limited liability company law of the Governing Law state.

2. AUTHORIZATION TO COMMENCE ACTION

The Member, by executing this document, hereby authorizes and directs the commencement, prosecution and maintenance of the Authorized Action in the name of the Member and/or derivatively on behalf of the Company to assert the Claims described in Section 3. The Member represents that such authorization is necessary because the Company has refused or failed to pursue the Claims and that the Member has the authority to pursue such claims consistent with applicable law.

3. CLAIMS AND STATEMENT OF FACTS

Claims anticipated include, without limitation, breach of fiduciary duty, waste of corporate assets, unjust enrichment, constructive fraud, and any other claims arising from the facts set forth above. Estimated monetary relief sought (if any): .

4. RELIEF REQUESTED

The Member is authorized to seek the following relief on behalf of the Company as appropriate under the circumstances:

Injunctive or equitable relief to restrain continuing wrongful conduct
Monetary damages and restitution
Accounting for profits and an account of corporate assets
Declaratory judgment as to rights and obligations

5. COUNSEL AND LITIGATION MANAGEMENT

Counsel shall keep the Member informed of material developments and shall obtain the Member's written consent before settling any Claims materially affecting the Company or the rights of the Member.

6. COSTS, FEES AND INDEMNIFICATION

The Member shall be responsible for payment of reasonable attorneys' fees and costs incurred in connection with the Authorized Action unless recovery by way of judgment or settlement provides for the payment of such fees and costs. To the extent permitted by law and the Company operating agreement, the Company shall advance or indemnify reasonable fees and costs to the Member and counsel pending resolution of the Claims.

7. INTERIM REMEDIES

The Member is authorized to seek interim relief, including temporary restraining orders and preliminary injunctions, where necessary to preserve the status quo or assets of the Company pending final adjudication of the Claims.

8. NOTICES

Notices shall be deemed delivered upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the United States mail, postage prepaid, to the addresses above, or such other address as a party may designate in writing.

9. GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Member and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties.

11. SEVERABILITY

If any provision of this document is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remainder of this document shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

This document may be amended only by a written instrument executed by both parties. No waiver shall be effective unless in writing and signed by the party to be charged. This document may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

REPRESENTATIONS AND CERTIFICATIONS

The Member represents and certifies that: (a) the Member is authorized to execute this document and to pursue the Authorized Action; (b) the statements made in the Recitals are true and correct to the best of the Member's knowledge; and (c) the Member will prosecute the Authorized Action in good faith and in the best interest of the Company.

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