COMPLAINT FOR DERIVATIVE ACTION BY LLC MEMBERS COME NOW THE PLAINTIFFS in the above-captioned matter and for their complaint seeking a derivative action by members of the above named limited liability company pursuant to Rule _____ Rules of Civil Procedure and state statute__________ and complain as follows: I THAT Plaintiffs ____________ and _____________ jointly own in excess of ten [10%] of the outstanding capital and profits interest of the limited liability company and are residents of ____________ County, _____________. II THAT Defendant limited liability company at all times relevant to this Complaint was and is an limited liability company duly organized and existing under the laws of the State of __________ and has its principal place of business in _______________ County, _____________. III THAT Defendants ___________, ____________ and _____________ are, according to entity records of said limited liability company are member managers [ or managers] in charge of operating said entity. IV THAT this action is one seeking what is commonly known as a limited liability company members derivative action. V THAT Plaintiffs, ___________________ and ___________________, were members of defendant limited liability company for all times relevant to this complaint. VI THAT Plaintiffs, ___________________ and ___________________, fairly and adequately represent the interests of all other members of defendant limited liability company similarly situated in enforcing the rights of said Defendant limited liability company. VII THAT plaintiffs have made numerous written and oral attempts to have the limited liability company take the following action but have met with silence or non-action: [list steps taken to obtain specified action] VIII THAT Plaintiffs have expended substantial sums and expect to incurred future sums for litigation expenses including attorney fees, investigations, and copying charges. IX THAT the managing members and management of the limited liability company have either directly or indirectly been involved in a program of self-dealing and have incurred conflicts of interests between themselves and the limited liability company wherein entity assets and opportunities have benefitted the management personally but not the entity. At times individual members of management have not complied with their entity duties to prevent said actions by their management associates. Said acts by this management group specifically violated and continue to violate sections_________________[list statutory duty violations] X THAT as a direct result of the wrongful and/or negligent actions of the management group of the limited liability company the condition of the entity has deteriorated to the point that immediate intervention by the members is necessary to prevent continuing waste of entity assets and loss opportunities. XI THAT a lawsuit by the limited liability company against the management group of the entity is necessary to stem the entity waste and to compensate the entity for loss opportunities and the failure of the management group to not involve themselves in self-dealing and self-profit making on entity opportunities. WHEREFORE Plaintiffs pray that they be given the right to bring the necessary lawsuits and to institute the necessary accounting and investigations to support the lawsuits so that the assets of the limited liability company may be preserved and the entity returned to profitability. Plaintiffs VERIFICATION STATE OF _____________ ) )ss. COUNTY OF ____________ ) I _________________________, being duly sworn, depose and say as follows: I am the Plaintiff in the above-entitled action. I have read the foregoing Complaint, know the contents thereof, and hereby affirm the facts set forth therein are true. _________________________ Plaintiff SUBSCRIBED AND SWORN TO BEFORE ME by ______________________ this _____ day of _____________________, 19____. WITNESS my hand and official seal. _________________________ NOTARY PUBLIC My Commission expires: _________________