Limited Liability Company Operating Agreement Page 2

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Members within ninety (90) days after the occurrence of an event described in ARTICLE
1.4(c). If not so exercised, the right of the Members to continue the business of the
Company shall expire.
1.6
BUSINESS PURPOSE. The purpose of the Company is to __________________________
________________________________________________________________________
________________________________________________________________________
1.7
PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the
Company shall be:
_________________________
_________________________
_________________________
Principal place of business may be changed at a location the Managers from time to
time select.
1.8
THE MEMBERS. The name and place of residence of each member are contained in
Exhibit 2 attached to this Agreement.
1.9
ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the
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.
ARTICLE II
Capital Contributions
2.1
INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital
as described in Exhibit 3 attached to this Agreement. The agreed total value of such
property and cash is ____________________________.
2.2
ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be
obligated to make any additional contribution to the Company's capital.
ARTICLE III
Profits, Losses and 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 Exhibit 2 as amended from time to time in accordance with Treasury Regulation
1.704-1.
Operating Agreement - 2

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