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the Company or in liquidation of a Member's interest shall be made in accordance with

the positive capital account balances pursuant to Treasury Regulation 1.704‐

l(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 Treasury Regulation 1.704‐

l(b)(2)(ii)(d).

3.3

C CORPORATION ELECTION. The Member may elect to be treated as a C corporation at

any time to keep the profits of the LLC at the company level and not be forced to

distribute profits to the Member.

ARTICLE IV

Management

4.1

MANAGEMENT OF THE BUSINESS. The management of the business is invested in the

Member.

4.2

MEMBER. The liability of the Member shall be limited as provided pursuant to

applicable law. The Member is in control, management, direction, and operation of the

Company's affairs and shall have powers to bind the Company with any legally binding

agreement, including setting up and operating a LLC company bank account.

4.3

POWERS OF THE MEMBER. The Member is authorized on the Company's behalf to make

all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or

other disposition of the Company's assets; (b) the purchase or other acquisition of other

assets of all kinds; (c) the management of all or any part of the Company's assets; (d)

the borrowing of money and the granting of security interests in the Company's assets;

(e) the pre‐payment, refinancing or extension of any loan affecting the Company's

assets; (f ) the compromise or release of any of the Company's claims or debts; and, (g)

the employment of persons, firms or corporations for the operation and management of

the company's business. In the exercise of its management powers, the Member is

authorized to execute and deliver (a) all contracts, conveyances, assignments leases,

sub‐leases, franchise agreements, licensing agreements, management contracts and

maintenance contracts covering or affecting the Company's assets; (b) all checks, drafts

and other orders for the payment of the Company's funds; (c) all promissory notes,

loans, security agreements and other similar documents; and, (d) all other instruments

of any other kind relating to the Company's affairs, whether like or unlike the foregoing.

4.7

NOMINEE. Title to the Company's assets shall be held in the Company's name or in the

name of any nominee that the Member may designate. The Member shall have power

to enter into a nominee agreement with any such person, and such agreement may

contain provisions indemnifying the nominee, except for his willful misconduct.

4.8

COMPANY INFORMATION. Upon request, the Chief Executive Member shall supply to

any member information regarding the Company or its activities. Each Member or his

authorized representative shall have access to and may inspect and copy all books,

Limited Liability Company Operating Agreement

Limited Liability Company Operating Agreement Template - A Single Membermanaged Limited Liability Company Page 3

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