LIMITED LIABILITY COMPANY AGREEMENT OF NAME OF COMPANY LLC This

LIMITED LIABILITY COMPANY AGREEMENT OF NAME OF COMPANY, LLC This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) for Name of Company, LLC (the “Company”), by and between _________________ and _________________ (collectively, the “Members”), is entered into and effective this day ______ of ___________, 200_. The Members have entered into this Agreement for the purpose of forming the Company, a limited liability company organized under the Limited Liability Company Act of the state of State Name (the “Act”). ARTICLE I Organization 1.1 The Members formed the Company as a limited liability company under the Act for the purposes set forth herein. The rights, powers, duties and liabilities of the Members shall be as provided in the Act, except to the extent expressly provided herein. In the event of any inconsistency between any non-mandatory provisions of the Act and the terms and conditions of this Agreement, this Agreement shall govern. 1.2 The name of the limited liability company is Name of Company, LLC. Comment [MSOffice1]: Enter the name of the newly formed limited liability company. Comment [MSOffice2]: Enter the name of the newly formed limited liability company. Comment [MSOffice3]: Enter the names of the members of the limited liability company. If this is a single member limited liability company delete the preceding “and between” and enter only the name of the single member. Additionally, change the following parenthetical from “collectively, the ‘Members’” to “the Member.” Comment [MSOffice4]: Enter the date in which this agreement is executed by the Members. Comment [MSOffice5]: Enter the name of the state in which this Company will be organized. Comment [MSOffice6]: Enter the name of the limited liability company. 1.3 The Company shall have perpetual existence until such time as the Company shall be duly terminated. 1.4 The purpose for which this limited liability company is organized is primarily to engage in any lawful act, engagement or activity that is permitted by law, within and without State Name as the laws of _______________ and other states permit. 1.5 The principal place of business of the Company is Street Address, City, County, State and Zip Code or such other place as the Members determine. 1.6 The name of its registered agent, whose Consent to Appointment as Registered Agent accompanies these articles, is registered agent, and address of the agent at the registered office is ________________________________________________________. ARTICLE II Capitalization 2.1 Initial Capitalization. The names, addresses, initial capital contributions, and percentage interests of the Members are set forth in Exhibit A hereto. All Members acknowledge and agree that the initial capital contribution set forth in Exhibit A represents the amount of cash and/or the fair market value of other property initially contributed by the Members. 2.2 Additional Liability of Members. No additional capital contributions will be required except by unanimous consent of all Members. Comment [MSOffice7]: Enter the name of the state where this Company will be organized. Enter the same state name in the following blank. Comment [MSOffice8]: Enter the street address, etc. where the company will have its offices. This may be a personal residence. Comment [MSOffice9]: Enter the name of the person who will be designated to receive legal notices and documents. Enter the address where this person can be found during business hours in the following blank. 1 2.3 Admission of Additional Members. Additional Members will be admitted or expelled only with the unanimous consent of all Members entitled to participate in management and upon such terms as are unanimously agreed to by all Members entitled to a dividend upon dissolution or liquidation. 2.4 Member Capital. Except as otherwise provided herein or with the prior written consent of all the Members, no Member shall demand or be entitled to receive a return of or interest on its capital contributions and no Member shall withdraw any portion of its capital contributions or receive any distributions from the Company as a return of capital on account of such capital contributions and the Company shall not redeem or repurchase any Member interest ARTICLE III Management 3.1 The business of the company shall be conducted under the exclusive management of its Members, or outside managers if its Members unanimously elect, who shall have exclusive authority to act for the company in all matters. The Members may from time to time designate certain Members as Officers to act for the Company in certain matters as specified by the Operating Agreement. 3.1 The Members shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, as it deems necessary or appropriate to accomplish the purposes and direct the affairs of the Company. The Members shall have the exclusive power and authority to bind the Company, except and to the extent that such power is expressly delegated in writing to any other person by the Members, and such delegation shall not cause the Members to cease to be a Members of the Company. Subject to any such delegation, the Members shall be the sole agent of the Company’s business, and the actions of the Members taken in such capacity and in accordance with this Agreement shall bind the Company. 3.2 The Members shall be entitled to reimbursement on a monthly basis from the Company for all out-of-pocket costs and expenses incurred by it, in its reasonable discretion, for or on behalf of the Company. 3.3 The Members may, from time to time, designate officers of the Company and delegate to such authority and duties as the Members may deem advisable and may assign titles (including, without limitation, chief executive officer, president, vicepresident, secretary and/or treasurer) to any such officer. ARTICLE IV Membership Interest 2 4.1 No Member may transfer all or any portion of its membership interest or economic interest in the Company without the prior written consent of the Members, which consent may be given or withheld in its sole and absolute discretion. Any attempted transfer that is not in accordance with this Agreement shall be null and void. 4.2 In the event of a transfer pursuant to this Article IV, the transferee of any membership interest shall be admitted to the Company as a Member and shall be subject the terms and conditions of this Agreement, as amended from time to time, and the membership interest transfer agreement. ARTICLE V Limited Liability and Indemnification 5.1 Except as otherwise provided by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Members or any proper delegate shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member or delegate. 5.2 Each Member and officer, as applicable, in consideration for his services, shall, in the absence of fraud, be indemnified for the reasonable cost and expenses incurred by such Member and officer, as applicable, in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a Member or officer, as applicable, of the Company to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any Member or officer, as applicable, may be entitled as a matter of law. ARTICLE VI Dissolution 6.1 The Company may be dissolved, liquidated and terminated only pursuant to (a) any sale or other similar disposition of all or substantially all of the assets of the Company. 6.2 Each Member shall look solely to the assets of the Company for all distributions with respect to the Company, its capital contribution thereto, and its share of net profits or net losses, and shall have no recourse therefor against any other Member. No Member shall be required to make a capital contribution due to a deficit balance of capital. 6.2 The remaining Members of the limited liability company may only have the right to continue the business upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or occurrence of any other event which terminates the continued Membership of a Member in this limited liability company if they unanimously elect to do so. The return of capital and the distribution of profits shall be determined from the 3 company's books, as of the effective date of withdrawal, based on generally accepted accounting practices, and paid as soon as practicable without diminishing the prospects of the company's ventures and subject to the limitations of the Limited Liability Company Act of the state of name of state. Comment [MSOffice10]: Enter the name of the state where this Company is organized. DATED this _______ day of _______________________, ________. _________________________________ [_Name of Organizing Party] Comment [MSOffice11]: Enter your name here unless another party is responsible for organizing this Company. _________________________________ Notary's Acknowledgment State of _________________________ County of _______________________ ) ) ss ) Comment [MSOffice12]: Enter the name of the person who has this document notarized. Enter this same name in the following blank. On this ____________________, before me personally appeared [Name], to me known to be the person described in and who executed the foregoing instrument and acknowledged to me that [Name] executed the same as his free act and deed. _________________________________ Notary Public 4