SECTION 1

Formation and Name

1.1 Formation. The Members of [LLC NAME] (the "Company") hereby enter into this Limited Liability Company Operating Agreement (this "Agreement"), effective as of [DATE] (the "Effective Date"), to govern the affairs of the Company and the conduct of its business.

1.2 Company Name. The name of the Company is [LLC NAME]. The Company may conduct business under this name or any trade name, assumed name, or fictitious name that the [MANAGER/MEMBERS] may from time to time designate.

1.3 Articles of Organization. The Company was formed pursuant to the Articles of Organization (or Certificate of Formation) filed with the [STATE] Secretary of State on [DATE] (the "Articles"). The rights and obligations of the Members shall be as provided in the [STATE] Limited Liability Company Act (the "Act"), except as otherwise expressly provided in this Agreement.

1.4 Principal Office. The principal office of the Company shall be located at [ADDRESS], or at such other place as the [MANAGER/MEMBERS] may from time to time designate.

1.5 Registered Agent. The registered agent for service of process on the Company in the State of [STATE] shall be:

Name: [REGISTERED AGENT]

Address: [AGENT ADDRESS]

The registered agent may be changed from time to time by filing the appropriate documents with the [STATE] Secretary of State.

1.6 Term. The Company shall have perpetual existence unless dissolved in accordance with this Agreement or the Act.

1.7 Intent. The Members intend that the Company shall be treated as a [CLASSIFICATION] for federal and state income tax purposes and shall take all actions necessary to effectuate such treatment. The Members do not intend to form a partnership, joint venture, or corporation for any purpose.

SECTION 2

Purpose and Powers

2.1 Purpose. The purpose of the Company is to engage in [BUSINESS PURPOSE], and to engage in any and all other lawful business activities for which a limited liability company may be organized under the Act.

2.2 Powers. The Company shall have all the powers of a limited liability company under the Act and any other applicable law, including the power to:

2.3.1 Purchase, lease, or otherwise acquire real and personal property of any kind;

2.4.2 Sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of any real or personal property;

2.5.3 Borrow money and issue evidences of indebtedness, and secure the same by mortgage, pledge, or other lien;

2.6.4 Enter into, perform, and carry out contracts and agreements;

2.7.5 Sue and be sued, and participate in administrative or other proceedings;

2.8.6 Appoint employees, agents, and representatives;

2.9.7 Make and alter rules and regulations for the management of the Company;

2.10.8 Invest and reinvest Company funds;

2.11.9 Form or acquire interests in other entities;

2.12.10 Indemnify any person in accordance with this Agreement and the Act; and

2.13.11 Do any and all other acts necessary, convenient, or incidental to the accomplishment of the Company's purpose.

SECTION 3

Members and Membership Interests

3.1 Initial Members. The names, addresses, initial capital contributions, and Membership Interest Percentages of the initial Members are as follows:

3.2 Membership Interests. Each Member shall own a Membership Interest in the Company equal to the percentage set forth opposite such Member's name above (each, a "Membership Interest Percentage"). A Member's Membership Interest shall include all rights and obligations of a member under the Act and this Agreement, including the right to:

3.3.1 Receive distributions of the Company's assets;

3.4.2 Receive allocations of the Company's profits and losses;

3.5.3 Vote on matters requiring Member approval;

3.6.4 Participate in management (if member-managed); and

3.7.5 Receive information about the Company.

3.8 Certificates. The Company shall not issue certificates evidencing Membership Interests unless the [MANAGER/MEMBERS] determines otherwise.

3.9 No Withdrawal of Capital. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce such Member's capital contribution, and no Member shall be entitled to receive any return of any capital contribution except upon dissolution of the Company.

3.10 Capital Accounts. The Company shall maintain a separate capital account for each Member. Each Member's capital account shall be credited with such Member's capital contributions, such Member's share of profits, and any items of income or gain specially allocated to such Member. Each Member's capital account shall be debited with the amount of distributions to such Member, such Member's share of losses, and any items of expense or loss specially allocated to such Member.

3.11 Liability of Members. No Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member. A Member's liability shall be limited to such Member's capital contributions and such Member's share of any undistributed profits.

SECTION 4

Capital Contributions

4.1 Initial Capital Contributions. Each Member has made or agrees to make the initial capital contribution set forth in Section 3.1. Capital contributions may be made in cash or in property, as agreed by the Members.

4.2 Additional Capital Contributions. No Member shall be required to make any capital contribution to the Company beyond such Member's initial capital contribution, except as unanimously agreed by the Members or as provided in this Section 4.4.

4.3.1 If the [MANAGER/MEMBERS] determines that additional capital is needed for the Company's operations, the [MANAGER/MEMBERS] may request additional capital contributions from the Members. Each Member shall have the right, but not the obligation, to contribute such Member's pro rata share (based on Membership Interest Percentages) of the requested additional capital.

4.4.2 If any Member declines to contribute such Member's pro rata share, the other Members may contribute such shortfall, and the Membership Interest Percentages shall be adjusted accordingly.

4.5 Interest on Capital. No Member shall be entitled to receive interest on any capital contribution.

4.6 Return of Capital. Except as otherwise provided in this Agreement, no Member shall have the right to demand or receive a return of such Member's capital contribution.

4.7 Loans by Members. Any Member may, with the consent of the [MANAGER/MEMBERS], make loans to the Company. Such loans shall not be treated as capital contributions and shall not increase the lending Member's Membership Interest. Loans from Members shall bear interest at a rate determined by the [MANAGER/MEMBERS] and shall be repaid in accordance with the terms agreed upon by the Company and the lending Member.

SECTION 5

Allocations of Profits and Losses

5.1 Profits and Losses. For each fiscal year, after giving effect to any special allocations required by this Agreement or by applicable tax law, the Company's profits and losses shall be allocated among the Members in proportion to their respective Membership Interest Percentages.

5.2 Definition of Profits and Losses. "Profits" and "Losses" mean, for each fiscal year, the Company's taxable income or loss for such year, determined in accordance with the accounting method used by the Company for federal income tax purposes.

5.3 Special Allocations. The following special allocations shall be made in the following order of priority:

5.4.1 Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member's share of the net decrease in Company Minimum Gain, as determined under Treasury Regulations Section 1.704-2(g).

5.5.2 Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution that causes or increases a deficit balance in such Member's capital account, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit balance as quickly as possible.

5.6 Tax Allocations. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in accordance with the allocation of the corresponding item of profit or loss under this Section 5.

5.7 Section 704(c) Allocations. In accordance with Section 704(c) of the Internal Revenue Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial book value.

SECTION 6

Distributions

6.1 Distributions. Subject to the limitations set forth in this Agreement and the Act, the [MANAGER/MEMBERS] may, in its sole discretion, make distributions of cash or other assets to the Members. Except as otherwise provided in this Agreement, all distributions shall be made to the Members in proportion to their respective Membership Interest Percentages.

6.2 Tax Distributions. Notwithstanding Section 6.1, to the extent the Company has available cash, the Company shall distribute to each Member, at least quarterly, an amount equal to such Member's estimated federal and state income tax liability arising from such Member's share of the Company's taxable income (determined based on the highest marginal tax rate applicable to individuals residing in [STATE]). Such tax distributions shall be treated as advances against, and shall reduce, any other distributions to which such Member would otherwise be entitled.

6.3 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution:

6.4.1 The Company would not be able to pay its debts as they become due in the ordinary course of business; or

6.5.2 The Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the preferential rights of any Members having preferential rights superior to those of the Members receiving the distribution.

6.6 Return of Distributions. If any distribution is made in violation of this Agreement or the Act, the Members who received such distribution shall return such distribution to the Company upon demand.

6.7 Distributions in Kind. The [MANAGER/MEMBERS] may make distributions in kind. Any property distributed in kind shall be valued at its fair market value as determined by the [MANAGER/MEMBERS] in good faith. Each Member shall receive a proportionate share of any property distributed in kind based on such Member's Membership Interest Percentage.

6.8 Withholding. The Company may withhold from any distribution to a Member any amount required to be withheld under applicable tax laws. Any amount so withheld shall be treated as a distribution to such Member for all purposes of this Agreement.

SECTION 7

Transfer of Membership Interests

7.1 Restrictions on Transfer. No Member may sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any part of such Member's Membership Interest (a "Transfer") except in compliance with this Section 7. Any attempted Transfer in violation of this Section 7 shall be null and void and of no force or effect.

7.2 Permitted Transfers. A Member may Transfer all or any part of such Member's Membership Interest:

7.3.1 To another Member;

7.4.2 To a Family Member of such Member (where "Family Member" means a spouse, parent, sibling, child, or grandchild);

7.5.3 To a trust for the benefit of such Member or such Member's Family Members; or

7.6.4 With the prior written consent of all other Members.

7.7 Right of First Refusal. Before any Member may Transfer any Membership Interest to a third party (other than a Permitted Transfer under Section 7.6), the transferring Member must first offer to sell such Membership Interest to the Company and the other Members as follows:

7.8.1 The transferring Member shall deliver a written notice to the Company and all other Members (the "Offer Notice") stating the transferring Member's intention to Transfer, the proposed transferee, the proposed price, and all other material terms.

7.9.2 The Company shall have the first right, for [TO BE COMPLETED] days following receipt of the Offer Notice, to purchase all (but not less than all) of the offered Membership Interest at the same price and on the same terms.

7.10.3 If the Company does not exercise its right, the other Members shall have the right, for [TO BE COMPLETED] days following expiration of the Company's period, to purchase the offered Membership Interest pro rata in proportion to their Membership Interest Percentages.

7.11.4 If the Company and the other Members do not purchase all of the offered Membership Interest, the transferring Member may Transfer the Membership Interest to the proposed transferee at a price not less than the price set forth in the Offer Notice and on terms no more favorable to the transferee than those set forth in the Offer Notice, provided such Transfer is completed within [TO BE COMPLETED] days.

7.12 Admission of Transferees. A transferee of a Membership Interest shall not become a Member unless: (a) the transferee agrees in writing to be bound by this Agreement; (b) the other Members consent to the admission of the transferee as a Member; and (c) all other requirements of this Agreement are satisfied.

7.13 Effect of Transfer. Until a transferee is admitted as a Member, the transferee shall only be entitled to receive distributions and allocations of profits and losses attributable to the transferred Membership Interest, and shall have no right to vote or participate in management.

SECTION 8

Books, Records, and Accounting

8.1 Books and Records. The Company shall maintain complete and accurate books and records of the Company's business and affairs, including:

8.2.1 A current list of the names and last known addresses of all Members and Managers;

8.3.2 A copy of the Articles and all amendments thereto;

8.4.3 A copy of this Agreement and all amendments hereto;

8.5.4 Copies of the Company's federal, state, and local income tax returns for the three (3) most recent years;

8.6.5 Copies of the Company's financial statements for the three (3) most recent years;

8.7.6 Minutes of all meetings of the Members and Managers; and

8.8.7 Any other records required by the Act.

8.9 Inspection Rights. Each Member shall have the right, upon reasonable notice and at reasonable times, to inspect and copy the books and records of the Company at the Member's expense.

8.10 Fiscal Year. The Company's fiscal year shall end on [MONTH DAY] of each year, or such other date as the [MANAGER/MEMBERS] may determine.

8.11 Accounting Method. The Company shall keep its books and records using the [TO BE COMPLETED] method of accounting, or such other method as the [MANAGER/MEMBERS] may determine.

8.12 Bank Accounts. The Company shall maintain one or more bank accounts in the Company's name. All Company funds shall be deposited in such accounts, and disbursements shall be made only by check, electronic transfer, or other method authorized by the [MANAGER/MEMBERS].

8.13 Tax Matters Partner. [TO BE COMPLETED] is hereby designated as the "Tax Matters Partner" (or "Partnership Representative" under the Bipartisan Budget Act of 2015) to represent the Company in all tax proceedings with the Internal Revenue Service and any state or local tax authority.

8.14 Tax Elections. The [MANAGER/MEMBERS] shall make all elections for the Company for federal, state, and local tax purposes. The Company shall elect to be treated as a [CLASSIFICATION] for federal income tax purposes.

SECTION 9

Indemnification and Exculpation

9.1 Indemnification. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any act or omission of such Indemnified Person in connection with the Company's business, provided that the Indemnified Person acted in good faith and in a manner such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company.

9.2 Limitation on Indemnification. Notwithstanding Section 9.1, the Company shall not indemnify any Indemnified Person for:

9.3.1 Acts or omissions constituting gross negligence, willful misconduct, or fraud;

9.4.2 Breaches of fiduciary duty;

9.5.3 Violations of law by such Indemnified Person; or

9.6.4 Acts or omissions for which indemnification is prohibited by the Act.

9.7 Advancement of Expenses. The Company shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any claim, action, suit, or proceeding in advance of the final disposition of such matter, provided that such Indemnified Person undertakes in writing to repay such amounts if it is ultimately determined that such Indemnified Person is not entitled to indemnification.

9.8 Exculpation. No Indemnified Person shall be liable to the Company or any Member for any act or omission in connection with the Company's business, provided that such Indemnified Person acted in good faith and in a manner such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company. This exculpation shall not apply to acts or omissions constituting gross negligence, willful misconduct, fraud, or breaches of fiduciary duty.

9.9 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Indemnified Person in such capacity, whether or not the Company would have the power to indemnify such Indemnified Person against such liability under this Section 9.

SECTION 10

Dissolution and Winding Up

10.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

10.2.1 The unanimous written consent of all Members;

10.3.2 The entry of a decree of judicial dissolution under the Act;

10.4.3 The occurrence of any event that makes it unlawful for the Company's business to be continued; or

10.5.4 Any other event specified in the Articles or required by the Act.

10.6 No Dissolution on Certain Events. The death, disability, bankruptcy, or withdrawal of a Member shall not cause the dissolution of the Company. Upon any such event, the remaining Members may continue the Company's business, and the Membership Interest of the affected Member shall be subject to the provisions of Section 7.

10.7 Winding Up. Upon dissolution of the Company, the [MANAGER/MEMBERS] (or a liquidator appointed by the Members) shall wind up the Company's affairs, including:

10.8.1 Collecting all amounts owed to the Company;

10.9.2 Paying all of the Company's debts and liabilities;

10.10.3 Establishing reserves for contingent liabilities;

10.11.4 Distributing the remaining assets to the Members in accordance with Section 10.16; and

10.12.5 Filing articles of dissolution with the [STATE] Secretary of State.

10.13 Distribution of Assets. Upon dissolution and after payment of all debts and liabilities (or the establishment of adequate reserves therefor), the Company's remaining assets shall be distributed to the Members in the following order of priority:

10.14.1 First, to repay any outstanding loans from Members;

10.15.2 Second, to the Members in proportion to their positive capital account balances; and

10.16.3 Third, to the Members in proportion to their Membership Interest Percentages.

10.17 Deficit Capital Accounts. No Member shall be required to restore a deficit balance in such Member's capital account upon dissolution of the Company.