USA LLC Member Representations with Regard to Securities

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					                EXHIBIT ____ TO LLC OPERATING AGREEMENT

This Exhibit __ is a part of that certain Operating Agreement of _______, LLC made the
________ day of __________, _______ and is incorporated therein by reference as if fully set
forth therein.

Notwithstanding anything contained in the Operating Agreement to the contrary, each Member
hereby represents and warrants to the Company, the Managers and to each other that:

   1.     The Membership Interest of the Member is acquired for investment purposes only, for
          the Member's own account, and not with a view to or in connection with any
          distribution, re-offer, resale or other disposition not in compliance with the Securities
          Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act"),
          and applicable state securities laws;

   2.     The Member, alone or together with the Member's representatives, possesses such
          expertise, knowledge and sophistication in financial and business matters generally,
          and in the type of transactions in which the Company proposes to engage in
          particular, that the Member is capable of evaluating the merits and economic risks of
          acquiring and holding the Membership Interest and the Member is able to bear all
          such economic risks now and in the future;

   3.     The Member has had access to all of the information with respect to the Membership
          Interest acquired by the Member under this Agreement that the Member deems
          necessary to make a complete evaluation thereof and has had the opportunity to
          question the other Members and the Managers (if any) concerning such Membership

   4.     The Member's decision to acquire the Membership Interest for investmen
Description: Set out how membership interests in a USA limited liability company have been ⁄ will be acquired with this LLC Member Representations with Regard to Securities. - Each member represents that he/she has acquired the membership interest in the LLC for investment purposes only. - The member has the knowledge and experience necessary to evaluate the economic risks of acquiring the membership interest. - The member understands that he/she may bear the risk of an investment in the company for an indefinite period of time. - Only the LLC has the right to register Membership Interests, but it is under no obligation to do so. This USA LLC Member Representations with Regard to Securities template is available in MS Word format, and is fully editable to fit your specific circumstances.
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