Limited Liability Company Operating Agreement

Limited Liability Operating Agreement for Manager-Managed Real Estate Development

Operating Agreement made this , between , a limited liability company organized pursuant to the , hereinafter sometimes referred to herein as the Company, , of , , of , and , of , hereinafter called the Members.

Whereas, the parties have formed a limited liability company under the , hereinafter referred to as the Act, and upon the terms and conditions of this Agreement; and

Whereas, the Members wish to set forth their agreement as to how the business and affairs of the Company shall be managed and their rights and obligations with respect to the Company;

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Members agree as follows:

Article I Name; Duration; Purpose and Powers.

1.1. Name. The name of the LLC shall be .

1.2. Duration. The LLC’s period of duration shall be years.

1.3. Registered Office. The registered office of the LLC shall be .

1.4. Mailing Address. The mailing address of the LLC shall be .

1.5. Purpose. The primary purpose for which the LLC is organized is , with the main sources of income being , with ancillary income derived from .

1.6. Powers. The powers, duties and obligations of the LLC shall include, but not be limited to, all of the powers, duties and obligations allowed a limited liability company, pursuant to law.

Article II Management.

2.1. Managers.

(i) The LLC's everyday business and affairs shall be vested in managers (the Initial Managers).

(ii) The names and addresses of the Initial Managers of the LLC are: .

(iii) The number of managers shall be initially .

(iv) Newly created managerial positions may be filled by a vote of of the voting interest of the members.

(v) The ordinary, everyday business of the LLC, as it relates to the operation, maintenance and construction of , shall be managed by its managers.

(vi) A manager who is present or notified shall be presumed to assent unless dissent is entered within days.

(vii) Regular meetings of the managers may be held, with notice to all managers, at a time and place as determined by the managers.

(viii) Special meetings of the managers may be called by any manager with one day's notice to each manager.

(ix) At all regular and special meetings of the managers, a majority of the managers shall constitute a quorum.

(x) Unless otherwise restricted, any action required or permitted may be taken without a meeting if all managers consent in writing.

(xi) Managers may participate by telephone conference call or similar communications equipment.

(xii) When called for by a vote of the members, the managers shall present a full and clear statement of the business and condition of the LLC.

(xiii) No loan shall be contracted unless authorized by unanimous resolution of all the managers. Loans, lines of credit, purchases or equipment leases exceeding shall require unanimous member approval.

(xiv) Any manager or authorized agent may enter into any contract or execute and deliver any instrument on behalf of the LLC.

(xv) Conflicts of interest provisions apply as stated in the agreement.

2.2. Responsibility and Functions.

(i) Management responsibility and functions shall include the following:

(a) What accounts payable to pay.

(b) Whether or not the LLC should borrow and under what terms and conditions.

(c) Borrowing money and giving security for it.

(d) Determining requirements for the number and type of salaried staff and their hiring and firing.

(e) What salary and fringe benefits to pay salaried staff.

(f) Maintenance of the books.

(g) Preparation and filing of the tax returns.

(h) Depositing and withdrawing LLC funds.

(i) Determining what sales effort will be conducted and how it will be conducted.

(j) Advertising.

(k) Determining hours of operation and otherwise conducting the everyday business and affairs.

(l) Purchasing, constructing and leasing any and all equipment.

(ii) All management functions shall be held jointly by all of the managers.

(iii) Temporary replacement of a manager shall be determined by unanimous decision of all other managers; or if none, by a vote of the members.

2.3. Election of Managers. At the first annual meeting of the members and at each annual meeting thereafter, the members shall elect managers to hold office.

2.4. Vacancies. Any vacancies occurring in the group of managers shall be filled by a vote of the voting interests of the members.

2.5. Salary.

(i) The LLC shall employ as a Manager for not less than year(s) and shall pay $ per year.

(ii) The LLC shall employ as a Manager for not less than year(s) and shall pay $ per year.

(iii) Except as provided above, no members shall be entitled to receive any salary from the LLC, nor shall any member receive a drawing account from the LLC.

2.6. Indemnification of Managers.

(i) The LLC shall indemnify against liability incurred by an individual made a party to a proceeding because he or she is or was a manager if the standards of good faith and best interests are met.

(ii) The LLC shall indemnify a manager who is wholly successful in defense of any proceeding against reasonable expenses incurred.

(iii) A manager may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.

(iv) The LLC shall pay for or reimburse reasonable expenses in advance if the required affirmation, undertaking, and determination are made.

III. Members.

3.1. Initial Members

(i) Within days after the Effective Date, shall deposit $ into the LLC's account.

(ii) On completion of the items set out above, within days, the LLC shall notify by sending a certificate of completion, and the member shall have days to deposit a second contribution of $.

(iii) Within months of the first contribution, the LLC shall notify that the LLC has completed .

(iv) are not in default and are in the approximate amount of $.

(v) On or before the Effective Date, shall, at sole expense, deliver a title insurance commitment and owner's policy in the amount of $.

(vi) The mortgage held by , dated and recorded in Book , page , shall be discharged within days.

(vii) Prior to any investments of monies or property, the LLC and shall review the title insurance commitment and exceptions.

(viii) The legal description, attached as Exhibit C, illustrates the approximate boundaries of the property.

(ix) Property taxes shall be prorated based on the current year's taxes.

(x) shall pay for the documentary stamps on the warranty deed.

(xi) The LLC acknowledges receipt of , attached as Exhibit D.

(xii) If, before recording of the warranty deed, the subject property is substantially damaged by fire or other casualty, may withdraw from the LLC.

3.2. Within days of the Effective Date, shall deposit $ into the LLC's account.

3.3. Members/General.

(i) Each Member shall have a voting interest and an interest in the assets, gains, income, profits, and losses of the LLC in the following proportions:

Member's Name / Interest / Member's Share

%

%

%

(ii) The Member's share and Voting Interest shall remain constant unless amended in writing signed by each Member.

3.4. Distributions.

(i) At the end of the first year of existence of the LLC, which shall be on , any member may declare a distribution consistent with that member's Member Share.

Any member may, by written notice prior to , declare a distribution of cash flow not to exceed % for the first period, % for the following year, and % thereafter.

(ii) No minimum distribution shall be made if it would reduce capital accounts, render the LLC insolvent, or prevent payment of debts.

3.5. Withdrawal.

(i) No member may voluntarily withdraw unless approved in writing by all other members or with advance notice of months and acceptance of payment terms.

(ii) If fails to make contribution, any member may withdraw and the LLC shall be dissolved and liquidated.

(iii) In the event of withdrawal or bankruptcy, the withdrawing member shall receive payment based on book value and may receive % of the Purchase Price, with the balance paid in installments over months at % interest.

(iv) Any payments to withdrawing members shall be solely in the form of cash returns.

3.6. Meetings of Members.

(i) Meetings may be held at a place in or out of the state as stated in this Agreement.

(ii) An annual meeting shall be held at a time as may be stated or fixed in accordance with this Agreement.

(iii) Special meetings may be called by any members or managers.

(iv) Member vote may be taken without a meeting if all entitled members consent in writing.

(v) Members may have meetings via telephone conference call or similar communications equipment.

3.7. Notice.

(i) Written notice shall be delivered not less than days nor more than days before the meeting.

(ii) If successive letters are returned as undeliverable, no further notices are necessary until another address is known.

(iii) If adjournment is for more than days, notice of the adjourned meeting shall be given.

(iv) A waiver in writing shall be equivalent to the giving of notice.

(v) By attending a meeting, a member waives objection to lack of notice or defective notice unless objected to at the beginning of the meeting.

3.8. Voting.

(i) Unless this Agreement provides otherwise, any member may vote in person or by proxy.

(ii) Unless otherwise provided, a majority of the members entitled to vote shall constitute a quorum. If a quorum is not represented, the meeting may be adjourned for a period not to exceed days.

IV. Action without Meeting; Dissolution; Amendment.

4.1. Action by Members without a Meeting.

(i) Action may be taken without a meeting if evidenced by or more written consents signed by each member entitled to vote.

(ii) Written consent has the same force and effect as a unanimous vote.

4.2. Dissolution.

(i) The LLC shall be dissolved on the occurrence of specified events, unless continued by remaining members within days.

(ii) Payments made to any member shall be in accordance with Section 4.2(iv) on death and continuation of the business.

(iii) The LLC shall execute a statement of intent to dissolve in the form prescribed by the Secretary of State.

(iv) In the event of the death of a member, if the other members unanimously agree within days to continue the business, payment shall be based on fair market value as determined by appraisers. If they are unable to agree within days, a third appraiser shall be selected. Payment shall be made in full within days.

(v) If the LLC is dissolved, the remaining members shall wind up its affairs and distribute assets in the order stated in the agreement.

4.3. Amendment. This Agreement may be altered or amended by a unanimous vote of all members at any regular or special meeting.

V. Miscellaneous Provisions.

5.1. Regulatory Allocations.

(i) Minimum Gain Chargeback. Except as set forth in , allocations shall be made as required by regulation.

(ii) Member Minimum Gain Chargeback. Except as otherwise provided in , allocations shall be made as required by regulation.

(iii) Qualified Income Offset. If any Member unexpectedly receives adjustments, allocations, or distribution, items of gross income and gain shall be specially allocated as required by .

(iv) Nonrecourse Deductions. Nonrecourse deductions shall be specially allocated among the members in accordance with their percentages.

(v) Member Nonrecourse Deductions. Any member nonrecourse deduction shall be specially allocated to the member who bears the risk of loss in accordance with .

(vi) Code Adjustment. To the extent an adjustment to the tax basis of any LLC asset under is to be taken into account, capital accounts shall be adjusted accordingly.

(vii) Contributed Property and Book-Ups. In accordance with , income, gain, loss, and deduction shall be allocated for tax purposes as required.

(viii) Withholding. All amounts required to be withheld under or any other provision of law shall be treated as amounts actually distributed.

5.2. Agreement Binding. This Agreement shall be binding on the parties and their heirs, executors, administrators, successors or assigns.

5.3. Banking. The LLC shall maintain a bank account or bank accounts in the LLC's name in a national or state bank in .

5.4. Titles and Subtitles. Titles are for convenient reference only.

5.5. Rules of Construction. Singular includes plural, plural includes singular, and any gender applies to all genders.

5.6. Execution in Counterpart. This LLC Agreement may be executed in any number of counterparts.

5.7. Severability. If any parts of this Agreement are found to be void, the remaining provisions shall nevertheless be binding.

5.8. Effective Date. This Agreement shall be effective only on execution by all of the proposed Members.

5.9. Assignability. A member may only assign his or her interest by unanimous consent of all nonassigning members, except as otherwise provided.

5.10. Execution. This Agreement may be executed by each of the Members on a separate signature page.

5.11. Waiver. No waiver shall be valid unless in writing and signed by the person or party against whom charged.

5.12. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, by arbitrator(s).

The parties have executed this Agreement the day and year first above written.

Exhibits