Texas Limited Liability Company Operating Agreement (Page 4 of 9) in pdf

activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the

requesting Member's expense.

4.6

EXCULPATION. Any act or omission of the Managers, the effect of which may

cause or result in loss or damage to the Company or the Members if done in good faith

to promote the best interests of the Company, shall not subject the Managers to any

liability to the Members

4.7

INDEMNIFICATION. The Company shall indemnify any person who was or is a

party defendant or is threatened to be made a party defendant, pending or completed

action, suit or proceeding, whether civil, criminal, administrative, or investigative (other

than an action by or in the right of the Company) by reason of the fact that he is or was

a Member of the Company, Manager, employee or agent of the Company, or is or was

serving at the request of the Company, for instant expenses (including attorney's fees),

judgments, fines, and amounts paid in settlement actually and reasonably incurred in

connection with such action, suit or proceeding if the Members determine that he acted

in good faith and in a manner he reasonably believed to be in or not opposed to the best

interest of the Company, and with respect to any criminal action proceeding, has no

reasonable cause to believe his/her conduct was unlawful. The termination of any

action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of

"no lo Contendere" or its equivalent, shall not in itself create a presumption that the

person did or did not act in good faith and in a manner which he reasonably believed to

be in the best interest of the Company, and, with respect to any criminal action or

proceeding, had reasonable cause to believe that his/her conduct was lawful.

4.8

RECORDS. The Managers shall cause the Company to keep at its principal

place of business or at another location agreeable by the Members, the following:

(a) A current list in alphabetical order of the full name and the last known street

address of each Member;

(b) A copy of the Certificate of Formation and the Company Operating

Agreement and all amendments;

reports, if any, for the three most recent years;

(d) Copies of any financial statements of the limited liability company for the three

most recent years.

ARTICLE V

Compensation

Operating A greement -‐ 4

Texas Limited Liability Company Operating Agreement Page 4