LLC Operating Agreement Draft

LLC OPERATING AGREEMENT DRAFT

This Limited Liability Company Operating Agreement (the Agreement) is made effective as of by and among Member Name: with mailing address and Member Name: with mailing address .

Recitals

WHEREAS, the Members desire to form a limited liability company pursuant to the laws of the state of (the Company) by filing such organizational documents and taking such actions as are necessary to effect formation; and

WHEREAS, the Members desire to set forth the rights, duties, obligations and liabilities of the Members and the management of the Company in this Agreement.

WHEREAS, the Members intend that the Company be treated for federal and state tax purposes as an entity taxed in accordance with its applicable classification elected by the Members.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

1. Formation

1.1 Formation. The Members hereby form a limited liability company pursuant to the laws of the state of under the name (Company). The Members shall execute, file and maintain all organizational documents required by applicable law.

1.2 Principal Office. The principal office of the Company shall be located at or such other place as the Members may determine.

2. Purpose

2.1 Purpose. The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be formed in the state of , and to perform any and all acts reasonably related or incidental thereto.

3. Term

3.1 Term. The term of the Company shall commence on the filing of the Articles of Organization and shall continue until dissolved and terminated in accordance with this Agreement.

4. Capital Contributions; Membership Interests

4.1 Initial Capital Contributions. The Members have contributed to the capital of the Company the amounts and property set forth below and shall receive the corresponding Percentage Interests:

4.2 Additional Contributions. No Member shall be required to make additional capital contributions except upon the unanimous written consent of the Members or as otherwise provided in a subsequent unanimous written agreement.

5. Allocations and Distributions

5.1 Allocations of Profits and Losses. Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests as adjusted pursuant to this Agreement.

5.2 Distributions. Distributions of available cash shall be made at such times and in such amounts as determined by the Members, in proportion to the Members' Percentage Interests, after provision for expenses and reserves deemed necessary by the Members.

6. Management and Voting

6.1 Management. The Company shall be Member-managed Manager-managed. If Manager-managed is selected, the Manager shall be appointed by the Members and shall have the authority set forth in this Agreement.

6.2 Voting. Except as otherwise provided in this Agreement or by law, Members shall vote in proportion to their Percentage Interests. Actions requiring Member approval shall be approved by Members holding at least of the Percentage Interests, unless a greater threshold is expressly required herein.

7. Meetings; Action Without Meeting

7.1 Meetings. Meetings of Members may be called by any Member or Manager. Notice of any meeting shall state the time, place and purpose and shall be delivered to each Member at least ten (10) days prior to the meeting.

7.2 Action Without Meeting. Any action required or permitted to be taken by the Members may be taken without a meeting if a written consent describing the action is signed by the requisite percentage of Members.

8. Transfer of Interests; Right of First Refusal

8.1 Transfer Restrictions. Except as provided in this Agreement, no Member may sell, assign, pledge, or otherwise transfer all or any part of such Member's interest in the Company without the prior written consent of Members holding at least of the Percentage Interests.

8.2 Right of First Refusal. Before a Member may transfer any membership interest to a third party, the transferring Member shall give written notice to the Company and the other Members, and the Company or the non-transferring Members shall have a right of first refusal to purchase such interest on the terms proposed.

9. Withdrawal; Dissociation

9.1 Voluntary Withdrawal. A Member may withdraw from the Company by providing at least days' prior written notice to the other Members. Withdrawal shall not relieve the withdrawing Member of liabilities or obligations incurred prior to withdrawal.

10. Dissolution and Winding Up

10.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any event requiring dissolution under applicable law, the unanimous written agreement of the Members, or the entry of a decree of judicial dissolution.

10.2 Winding Up. Upon dissolution, the Company's assets shall be liquidated and applied first to creditors (including Members who are creditors) in accordance with applicable law, with any remaining proceeds distributed to Members in accordance with their positive capital account balances after taking into account allocations for taxable income and loss as required by applicable rules.

11. Books, Records and Tax Matters

11.1 Books and Records. The Company shall maintain complete and accurate books and records of operations, minutes of major actions and a schedule of capital accounts. Each Member shall have access to the Company's books and records during normal business hours upon reasonable notice.

11.2 Tax Matters. The Members shall elect the tax classification of the Company and shall designate a Member or other person to act as Tax Matters Partner or Partnership Representative for all tax reporting and administrative matters.

12. Indemnification

12.1 Indemnification. The Company shall indemnify and hold harmless any Member, Manager or officer from and against all losses, claims, liabilities and expenses (including reasonable attorneys' fees) incurred by reason of any act performed or omitted in good faith on behalf of the Company, provided that indemnification shall not be available for acts determined to involve gross negligence, willful misconduct or knowing violation of law.

13. Amendments; Waiver

13.1 Amendments. This Agreement may be amended only by the written consent of Members holding at least of the Percentage Interests, unless the amendment expressly provides that a greater percentage or unanimous consent is required for that amendment.

13.2 Waiver. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right, and any waiver must be in writing and signed by the party granting the waiver.

14. Notices

14.1 Notices. Any notice, demand or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized courier service, to the following addresses or to such other address as a Member may designate by notice to the other Members:

15. Governing Law; Miscellaneous

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

15.2 Entire Agreement. This Agreement (including any exhibits or schedules executed by the Members) constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Members shall endeavor in good faith to substitute for the invalid provision a valid provision that reflects the Parties' original intent to the greatest extent possible.

15.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution by electronic signature or by facsimile shall be deemed an original signature.

16. Additional Provisions

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