Limited Liability Company Operating Agreement (Page 5 of 9) in pdf

Limited Liability Company Operating Agreement Page 5

(b) credit balances transferred from his distribution account to his capital account;

and decreased by:

(a) distributions to him/her in reduction of Company capital;

(b) the Member's share of Company losses if charged to his/her capital account.

6.3

REPORTS. The Managers shall close the books of account after the close of each calendar year,

and shall prepare and send to each member a statement of such

Member's distributive

share of income and expense for income tax reporting purposes.

ARTICLE VII

Transfers

7.1

ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of

all or

any part of his interest in the Company, such Member shall first make a written offer to sell such

interest to the other Members at a price determined by mutual agreement. If such other Members

decline or fail to elect such interest within thirty (30)

days, and if the sale or assignment is made and

the Members fail to approve this sale or

assignment unanimously then, pursuant to the

applicable law, the purchaser or assignee

shall have no right to participate in the management of

the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the

share of the

profits or other compensation by way of income and the return of contributions to

which that Member would otherwise be entitled.

Limited Liability Company Operating Agreement Page 5