LLC BLOCK VOTING AGREEMENT Long Form Whereas on the date written below the parties hereto state, recite and agree: A. ____________, Member is the owner of ______ interest in _________ LLC and has agreed with ____________ and _____________ also members of ___________ LLC to subject his membership interest to a Block Voting Agreement in accordance with the terms and conditions set forth in this contract. B. ____________, agrees to be the Proxy Agent of this Block Voting Group and to be bound by the terms and conditions set forth in this Agreement. SECTION 1. Delivery of Proof of Interest Ownership to Proxy Agent. Voting group members 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. 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. Lost, Stolen, Or Destroyed LLC Interest Certificates. If a member's interest certificate is lost, stolen, mutilated, or destroyed, the Proxy Agent, in his sole discretion, may upon the receipt by the Proxy Agent of an affidavit by the member that such interest certificate has been lost, stolen, mutilated, or destroyed, which affidavit shall be satisfactory in form and substance to the Proxy Agent, and upon the receipt by the Proxy Agent of such indemnity as the Proxy Agent, in his sole discretion, requires. Transfer of Block Voting Interest. The Proxy Agent shall not be required to recognize any transfer of a voting block interest not made in accordance with the provisions of this agreement. All transfers of a member's interest must comply with the organic documents of the LLC concerning the transferability of a member's interest. Unless specifically exempted by a majority of capital and profits interest of the entire LLC membership or the organic documents the transfer of a member's interest must comply with Rev. Proc. 95-10: Free Transferability of Interests. [1] Consent to Transfer Solely by Member-Managers. If the members of the LLC designate or elect one or more members as managers, and the controlling statute, or the operating agreement pursuant to the controlling statute, provides that each member, or those members owning more than 20 percent of all interests in the LLC's capital, income, gain, loss, deduction, and credit, does not have the power to confer upon a non-member all the attributes of the member's interest in the LLC without the consent of not less than a majority of the non-transferring member-managers, the Service will generally rule that the LLC lacks free transferability of interests. [2] Consent to transfer by Members. If the members of the LLC do not designate or elect one or more members as managers..., and the controlling statute, or the operating agreement pursuant to the controlling statute, provides that each member, or those members owning more than 20 percent of all interests in the LLC's capital, income, gain, loss, deduction, and credit, does not have the power to confer upon a non-member all the attributes of the member's interests in the LLC without the consent of not less than a majority of the non-transferring members, the Service will generally rule that the LLC lacks free transferability of interests. SECTION 2. Proxy Agent. During the term of this Agreement, ________ shall be the Proxy Agent of this Block Voting Agreement. Selection and Removal of Proxy Agent. The selection and removal of Proxy Agent shall be made as follows: A. Once the parties hereto have agreed to the original Proxy Agent then the Proxy Agent may, in the sole discretion of Member, be removed at any time, whether or not such removal is for cause. In the event of the removal, resignation, death, or incompetency of a Proxy Agent the voting group members shall select, in their sole discretion, a new Proxy Agent. The power of the voting group members to appoint a Proxy Agent shall be vested in such person appointed by the members in a validly executed will, and if no such person is so appointed, such power to remove and select the Proxy Agent shall be vested in the personal Proxy Agent of the parties estate. In the event of the entry of a decree by a court of competent jurisdiction adjudicating a party incompetent to manage his person or estate, the power to remove and select the Proxy Agent shall be vested in the conservator of the affected party's estate. B. In the event a Proxy Agent is removed in accordance with this agreement, written notice of such removal and of the effective date of such removal shall be given to the voting group members and the LLC. The successor to the Proxy Agent so removed shall be promptly selected in accordance with this agreement. C. Any Proxy Agent may resign at any time by giving written notice of such resignation to voting group members and the LLC. Such resignation shall become effective _______ days after the giving of such written notice. In the event of such resignation the successor to the Proxy Agent resigning shall be promptly selected in accordance with this agreement. D. In the event of the death of a Proxy Agent, written notice of such death shall be given to the members of the voting group and the LLC. The successor to the deceased Proxy Agent shall be promptly selected in accordance with this agreement. E. In the event of the entry of a decree by a court of competent jurisdiction adjudicating the Proxy Agent incompetent to manage Proxy Agent's person or estate, written notice of such incompetency shall be given to the voting group members and the LLC. The successor to the incompetent Proxy Agent shall be promptly selected in accordance with this agreement. F. Upon the selection of a successor Proxy Agent in Accordance with this agreement, written notice of such selection of said Proxy Agent shall be given to the voting group members and the LLC. Any successor Proxy Agent selected in accordance with this agreement shall execute a counterpart copy of this Agreement, pursuant to which such successor Proxy Agent agrees to be bound by the terms and provisions of the Agreement. Compensation and Reimbursement of Proxy Agent. The Proxy Agent shall be paid ______ for services [or serve without compensation]. Reimbursement of Expenses. The members of the voting group shall reimburse the Proxy Agent for reasonable expenses incurred or paid by the Proxy Agent in furtherance of obligations under this Agreement; provided, however, that the Proxy Agent shall not be reimbursed for office rent, employee salaries, telephone expenses, costs of supplies, and other overhead expenses paid or incurred by the Proxy Agent in the discharge of obligations under this Agreement. Section 3. Authority of Proxy Agent. A meeting of the members of the voting block may be called at any time by the Proxy Agent. Written notice of any meeting of the voting group shall be given at least five days before such meeting. Such notice shall state the reason for the meeting and time and place of the meeting. The place of any such meeting shall be not more than _____ miles outside the city limits of _______, unless a waiver is signed by all of the voting group and the Proxy Agent. Notice of any meeting of the voting group may be waived by any voting group member or the Proxy Agent, and the sufficiency of any notice may not be challenged by any person who is present at such meeting. The Proxy Agent has the right to attend all meetings of the voting group. Any act or omission of the Proxy Agent shall require the affirmative vote of a majority of capital and profits interests of the voting group members. Except with the concurrence of a majority of the capital and profits interest of the voting group members the Proxy Agent shall not have the authority or power to take any action or make any omission which would be binding upon the voting block. During the term of this Agreement, the Proxy Agent shall have the right, subject to the provisions of this agreement, the organic LLC documents and applicable IRS Rules and Regulations to exercise all voting group members' positions as determined pursuant to this Agreement and to take part in or consent to any related management or membership action. The right to exercise all members' voting rights shall include, subject to the directions of this Agreement, the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any kind whatsoever, which may be presented at any meeting of the membership which may require the consent of the members of the LLC. However, at no time can the powers granted under this section violate the terms of the LLC's organic documents and Rev. Proc. 95-10 which mandates: Centralization of Management. [1] Members Manage LLC Without Managers. If the controlling statute, or the operating agreement pursuant to the controlling statute, provides that the LLC is managed by the members exclusively in their membership capacity, the Service generally will rule that the LLC lacks centralized management. [2] Members Designated or Elected as Managers. If the members of the LLC designate or elect one or more members as managers of the LLC, the Service will not rule that the LLC lacks centralized management unless the member-managers in the aggregate own at least 20 percent of the total interests in the LLC. However, even if the aggregate ownership requirement is satisfied, the Service will consider all the relevant facts and circumstances, including, particularly, member control of the member-managers [whether direct or indirect], in determining whether the LLC lacks centralized management if the member-managers are subject to periodic elections by the members, or, alternatively, the nonmanaagin members have a substantially non-restricted power to remove the member-managers. Fiduciary Duties. In exercising the voting rights with respect to the interest subject to this Agreement the Proxy Agent shall exercise his best judgment to vote for suitable managers of the Company, and to vote upon any resolution, proposed action, or other matters presented at any membership meeting in accordance with his instructions. In exercising such voting rights, the Proxy Agent shall act in good faith and in a manner reasonably believed to be in the best interest of the LLC. The Proxy Agent shall be required to vote in the manner recommended or advised by the voting group. Conflict of Interest. The voting group members acknowledge and agree that the Proxy Agent may have a conflict of interest as a result of the rights of the members to select and remove the Proxy Agent pursuant to this Agreement. The voting group members waive any and all rights which they may have now or in the future as a result of any such conflict of interest. Exculpation. The Proxy Agent shall not be liable to the voting group members, individually or collectively for honest mistakes of judgment, or for action or inaction taken in good faith and reasonably believed to be in the best interest of the voting group, provided that such mistake, action, or inaction does not constitute recklessness, fraud, or willful or wanton misconduct. SECTION 4. TERMINATION. This Block Voting Agreement shall commence on the date of execution of this Agreement and shall continue in effect until ___________, 19___, unless terminated on an earlier date pursuant to this Agreement. Events of Termination. This Block Voting Agreement shall terminate upon the occurrence of any one of the following events: (1) The mutual agreement of the voting group members; or (2) the expiration of the time specified in this Agreement for the termination of this Agreement; or (3) the dissolution of the LLC; or (4) _____________________________________________________. Termination Procedure. Upon the termination of this Agreement, the Proxy Agent shall promptly give written notice of such termination to the voting group members and the LLC. After the giving of such notice, the Proxy Agent shall have no further rights under this Agreement except for any rights, claims, or causes of action which may have accrued prior to the giving of such notice. Member's Interest. Upon the termination of this Agreement, the Proxy Agent shall deliver to the voting group members, within _________ days after the termination the documentation provided the Representation reflecting the individual voting group member's interest in the LLC. SECTION 5. MERGER. In the event the LLC is merged into or consolidated with another entity, or all or substantially all of the assets of Company are transferred to another entity, then in connection with such merger, consolidation, or transfer, the term "LLC" for purposes of this Agreement shall be construed to include such successor entity, and the term "interest" for purposes of this Agreement shall be construed to include the shares of voting interest of such successor entity which may be received by the voting group members upon the surrender of or in lieu of all or any part of the interest. SECTION 6. MISCELLANEOUS PROVISIONS. The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal Proxy Agents, successors, and assigns of the voting group members and the Proxy Agent. Notice. Any notice or other communication required or permitted to be given under this agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows: Name of Party Address Attention: [Insert name or position] With a copy to: [Insert name and address of attorney or other interested person] All notices and other communications shall be deemed to be given at the expiration of _____ days after the date of mailing. The addresses to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other parties as provided above. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement shall be governed by and shall be construed in accordance with the laws of the state of _______. Dated this _______ day of ________, 19___. [Signatures]