Texas Limited Liability Company Operating Agreement (Page 2 of 9) in pdf

Texas Limited Liability Company Operating Agreement Page 2

1.6

PRINCIPAL PLACE OF BUSINESS. The location of the principal place of

business of the Company shall be as stated in the Texas certificate of formation or at a

location as the Managers select

1.7

THE MEMBERS. The name and place of residence of each member are listed

below at Certification of Members. Members are the owners of this company.

1.8

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 and the company shall keep record of the amount each contributed.

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,

and as amended from time to time in accordance with Treasury Regulation 1.704-1.

3.2

DISTRIBUTIONS. The Members shall determine and distribute available funds

annually or at more frequent intervals as they see fit. Available funds, as referred to

herein, shall mean the net cash of the Company available after appropriate provision for

expenses and liabilities, as determined by the Managers. Distributions in liquidation of

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 anegative capital account balance,

there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-

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

Operating A greement -‐ 2

Texas Limited Liability Company Operating Agreement Page 2