Texas Limited Liability Company Operating Agreement (Page 6 of 9) in pdf

interest within sixty (60) days, the exiting member may advertise its membership

interest for sale as it sees fit.

(b) If a member has a buyer of member’s interest, the other current member(s)

have first right of refusal to purchase the exiting members interest for the agreed

purchase price. If there are more than one current remaining members,

remaining members may combine funds to purchase the exiting members

interest. Exiting member must show that potential purchaser has full certified

funds, or the ability to get full certified funds before the first right of refusal period

starts. Current members have 60 days to buy exiting members interest if they so

desire.

the sale of exiting members’ interests to grant full membership benefits and

functionality to the new member. The current remaining members must

unanimously approve the sale, or the purchaser or assignee will have no right to

participate in the management of the business, affairs of the Company, or

member voting rights. 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. Exiting member

must disclose to buyer or assignee if current members will not approve the sale.

7.2

VALUATION OF EXITING MEMBERS INTEREST. If a member wants to exit

the LLC, and does not have a buyer of its membership interest, exiting member

will assign its interest to current members according to the following set forth

procedures:

(a) A value must be placed upon this membership interest before assigned.

(b) If exiting member and current members do not agree on the value of this

membership interest, exiting member must pay for a certified appraiser to

appraise the LLC company value, and the exiting members’ value will be

assigned a value according to the exiting members’ interest percentage.

member. Current members have 30 days to approve the exiting members

certified appraiser. If current members disapprove the certified appraiser, they

must show evidence to support their disapproval of the certified appraiser as a

vendor qualified to make the LLC business appraisal. Current members may not

stall the process by disapproving all certified appraisers.

(d) Upon completion of a certified appraiser placing a value on the LLC, a value

will be placed on exiting members’ interest according to exiting members’

percentage of membership interest.

Operating A greement -‐ 6

Texas Limited Liability Company Operating Agreement Page 6