LLC Block Voting Agreement Short Form This agreement is made between _______________ members of ___________ LLC (the interest holders) and ____________ Proxy Agent. The address of the LLC, the voting group members and the Proxy Agent are as follows: ________________________________ ____________________________________________________________. The voting group members and the amount of their membership capital and profits interest owned by each are as follows: (1) It is the intention of the voting group members that together they always retain control of the LLC. Their capital and profits interest will always be voted together, and in this manner the undersigned members intend to avoid ever being out of control of the LLC. (2) The voting group members deem it to be in the best interest of the LLC and of all the members thereof that this agreement be made. (3) For the above reason and in consideration of the agreements herein and other good and valuable consideration, receipt of which is hereby acknowledged, the voting group members hereto provide and agree as follows: [Caution, draft this language in light of the LLC's organic documents and Rev. Proc. 95-10] SECTION ONE The Proxy Agent Each of the undersigned voting group members agrees to deposit with the Proxy Agent, proof of his capital and profits interest in the LLC. SECTION TWO Certificates of Ownership The members of the voting group shall deliver to the Proxy Agent appropriate evidence of his membership interest in _____ LLC representing __________ ownership interest. This evidence of ownership interest shall have endorsed on the certificate a Notice Statement announcing that the voting interest represented by this certificate are subject to a Block Voting Agreement. The interest of the undersigned are set over to the voting trustees in exchange for the Certificates of Ownership representing the interest set over.
Each member of the voting group participating in this Block Voting Group retains full legal and equitable title to his membership interest in the LLC. SECTION THREE Resignation of Proxy Agent and Filling Vacancy The Proxy Agent shall be ____________. In the case of death, resignation, or incapacity of the Proxy Agent the vacancy shall be filled by a majority vote of the capital and profits interest of the voting block group. SECTION FOUR Voting of Interest The voting group members shall instruct the Proxy Agent how to vote on all issues at all Director's and membership meetings as a single block or unit. If the voting group members are unable to agree on how to instruct the Proxy Agent, then the interest represented shall not be voted and no business shall be transacted unless a quorum is otherwise present. SECTION FIVE Acceptance of Agreement The Proxy Agent hereby accepts the above duties and obligations subject to all of the terms, conditions, and reservations herein contained, and agrees he will exercise his powers and perform the duties of voting herein set forth ___________ originals executed this ___ day of _________, 19___. [Signatures]