Texas Limited Liability Company Operating Agreement (Page 7 of 9) in pdf

Texas Limited Liability Company Operating Agreement Page 7

(e) If current members disagree with the value placed on exiting members’

interest, current members must pay for a certified appraiser to value the LLC and

exiting members’ interest according to the same terms.

(f) Current members’ appraiser must be completed within 60 days or right of

current members to dispute the value of exiting members interest expires.

(g) Upon completion of current members certified appraiser, the exiting member

must approve the value placed on exiting members’ interest. Exiting member

has 30 days to approve this value.

(h) If exiting member does not approve current members’ appraiser value, the

value of the LLC will be determined by adding both parties’ values, then dividing

that value in half, then creating the value of the exiting members’ interest

according to the exiting members’ percentage of membership interest.

7.2

DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon determination of

exiting members’ interest value, the value will be a debt of the LLC. The exiting

member will only be able to demand payment of this debt at dissolution of the

LLC or the following method:

(a) LLC will make timely payments.

(b) LLC will only be required to make payments towards exiting members’ debt if

LLC is profitable and passed income to current members.

50% of the total determined value of the exiting members’ interest in one taxable

year. (Example: If exiting members’ value was $100,000 and current member(s)

received $50,000 taxable income in the taxable year, the LLC would owe a debt

payment to exiting member. If current member(s) only received $90,000 in

passed income, there would be no payment due.)

(d) Debt payment must be at least 10% of the value of the passed income to

current LLC members.

(e) LLC must make payment to exiting member within 60 days of the end of the

taxable year for the LLC.

(f) Payment schedule will continue until exiting members debt is paid by LLC.

(g) If LLC dissolves, exiting member will be a regular debtor and payment will

follow normal LLC dissolution payment statutes.

(h) Exiting members’ value of membership interest it assigned current members

may NOT accrue interest.

Operating A greement -‐ 7

Texas Limited Liability Company Operating Agreement Page 7