Operating Agreement LLC for a commercial real estate partnership

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					              OPERATING AGREEMENT
                       OF
                   (Name), LLC
                                             (Date)


  A NORTH CAROLINA MANAGER-MANAGED LIMITED LIABILITY
                      COMPANY


       THIS OPERATING AGREEMENT ("AGREEMENT") of (Name), LLC (the
"Company), a limited liability company organized pursuant to the North Carolina Limited
Company Act, is executed effective as of the (Date), by and between the Company and the
persons executing this Agreement as Members.

                                         WITNESSETH

        WHEREAS, (Name) have organized a North Carolina Manager-Managed Limited
Liability Company pursuant to the North Carolina Limited Liability Company Act through the
filing of Articles of Organization effective (Date);

      WHEREAS, the undersigned Members and the Company have reached written
agreement as to the affairs of the Company as outlined in this Amended Operating Agreement;

       WHEREAS, the undersigned Members and the Company have reached agreement on the
appointment of a Manager of the Company;

        WHEREAS, the undersigned Members and the Company have reached agreement as to
the terms upon which a Membership Interest shall be purchased or redeemed by the Company
and the Members and understand that any and all rights or restrictions pertaining thereto are
representative of a bona fide business arrangement which is not a device to transfer property to
the natural objects of the transferor's bounty for less than full and adequate consideration in
money or money's worth and at the time of its creation, such rights or restrictions are comparable
to similar arrangements entered into by persons in an arm's length transaction;

        WHEREAS, the undersigned Members intend that the Company be taxed for federal and
state income tax purposes as a partnership and not as an association;

       WHEREAS, the undersigned Members desire to operate the Company in lawful business
for which limited liability companies may be organized under the Act;

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 1 of 34
        WHEREAS, each party signing this Agreement understands that this Agreement contains
legally binding provisions, has had the opportunity to consult with a lawyer, and has either
consulted a lawyer or consciously decided not to consult a lawyer; and

      WHEREAS, as of (Date), the undersigned members wish to amend the Operating
Agreement as reflected herein;

       NOW THEREFORE, based on the mutual promises and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the rights and obligations of the parties and the
administration, operations, dissolution and termination of the Company shall be governed
accordingly:

                                         ARTICLE I
                                        DEFINITIONS

       Certain terms used in this Agreement shall have the meanings (unless otherwise expressly
provided in the Agreement) set forth in the attached Appendix A.

                             ARTICLE II
            BACKGROUND INFORMATION ON COMPANY OPERATIONS

       A.     Formation; Type of LLC Selected.

       The Company was formed upon the effective time of filing of the Articles of
Organization of the Company by the Secretary of State.

        The parties to this Agreement acknowledge that the Company is a "Manager-Managed
LLC", in which the Members of the Company are not necessarily Managers by virtue of their
status as Members.

       B.     Name of Company.

       The business and affairs of the Company shall be conducted under the name PBL
INVESTMENTS, LLC. The name of the Company may be changed from time to time by
amendment of the Articles of Organization. The Company may transact business under an
assumed name by filing an assumed name certificate in the manner prescribed by Chapter 66 of
the North Carolina General Statutes.

       C.     Registered Office and Registered Agent.

       The Company's registered office shall be (Address), and the name of its initial registered
agent at such address shall be (Name). The registered agent of the Company shall forward to the
Company at its last know address any notice, process, or demand that is served on the registered
agent.

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 2 of 34
       D.      Principle Office of Company.

       The principle office of the Company within the State of North Carolina initially shall be
located at (Address). The Company may locate its principle office at any other place or places, as
the Manager(s) may from time to time deem necessary or advisable.

       E.      Term.

        The Company shall continue in existence until the close of the Company's business on
(Date), as specified in the Company's Articles of Organization, unless the Company is earlier
dissolved and its affairs wound up in accordance with the provisions of this Agreement or the
Act. If permitted by the Act, such term may be extended by a Majority in Interest of all
Members.

       F.      Purposes and Powers.

         1.      The Company may engage in any lawful business for which limited liability
companies may be organized under the Act of Organization including, but not in any way limited
to, the ability of the Company to invest its assets in lieu of making distributions.

        2.     The Company shall have the same powers as an individual to do any and all
things necessary and convenient to carry out the business and affairs of the Company, including,
without limitation, the powers listed in N.C.G.S. §57C-2-02 of the Act, The Company shall carry
out the foregoing activities pursuant to the arrangements set forth in the Articles of Organization
and this Agreement.

       G.      Annual Report.

       The Company shall file with the Secretary of State an annual report setting forth the
information required in N.C.G.S. § 57C-2-23(a). The annual report shall be delivered to the
Secretary of State each year within sixty (60) days immediately following the last day of the
month in which the Company was organized. The Manager of the Company shall ensure that the
annual report is timely filed and that information listed therein is current

       H.      Required Records.

The Company shall maintain at its principal office (or such other location selected by the
Manager) the records required to be maintained under §57C-3-04 of the Act, which shall include
the following: (I) information regarding the status of the business and the financial condition of
the Company; (2) promptly after becoming available, a copy of the Company's federal and state
income tax returns for the year; (3) a current list of the name and last known business, residence,
or mailing address of each Member; (4) a copy of the Articles of Organization and this
Agreement, and any amendments thereto; and (5) information regarding the amount of cash and
a description and statement of the agreed value of any other property or services contributed by
each Member, and the property and services that each Member has agreed to contribute in the
future, and the date on which each became a Member.
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 3 of 34
       I.      Books of Account and Other Records.

        1.      The Company shall maintain the Company's books and records and shall
determine all items of Income, Loss, Net Income and Net Loss in accordance with the method of
accounting selected by the Members consistently applied. All of the records and books of
account of the Company, in whatever form maintained, shall at all time be maintained as set
forth in this Agreement and shall be open to the inspection and examination of the Members as
set forth in Paragraph J of ARTICLE III.

        2.     All expenses in connection with the keeping of the books and record of the
Company and preparation of audited and unaudited financial statements required to implement
the provisions of this Agreement or otherwise needed for the conduct of the Company's business
shall be borne by Company as an ordinary expense of its business.

       J.      Company Tax Return and Annual Statement.

        The Manager shall cause the Company to file a Federal and State Income tax return and
all other tax returns required to be filled by the Company for each fiscal year or part thereof, and
shall provide to each person who at any time during the fiscal year was a Member with an annual
statement (including a copy of Schedule K- I to Internal Revenue Service Form 1065) indicating
such Member's share of the Company's income, loss, gain, expense and other items relevant for
Federal and State Income tax purposes. Such annual statement may be audited or unaudited as
required by the Managers.

       K.      Bank Accounts.

         The bank account(s) of the Company shall be maintained in such banks or financial
institutions approved by the Manager. The terms governing such accounts initially shall be
determined by the Manager(s) and withdrawals from such bank accounts shall be made only by
such parties as may be approved in a banking resolution adopted by the Company, with said
resolution kept among the records required to be kept by the Company under the Act.

                                          ARTICLE III
                                         MEMBERSHIP

       A. Membership Interest

      In representation of ownership in the Company, Membership interest (as reflected by
Membership Units) shall be issued in exchange for contributions of cash or property, in such
amounts and percentages as may be determined by the terms and conditions of any Subscription
Agreements accepted by the Company or as determined by the Members of the Company.

       The Company acting by and through its Manager is authorized to issue 800,00
Membership Units with Membership Certificates duly reflecting the signature of two Members,
or one Member and a Manager.
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 4 of 34
       B. Issuance of Membership Interest

        1.     Initial Members.      The names, addresses, capital contribution, and
Membership Interest for each of the initial Members of the Company are reflected in Schedule I
attached hereto and made a part hereof, with the initial Members and the Company having
further executed Subscription Agreements and attached the same to this Agreement.

        2.     Subsequently Admitted Members. The Members will determine when and for
what consideration the Company's records kept in accordance with the preceding Paragraph H of
ARTICLE II shall state the value and the nature of the contribution received by Company and
the amount of Membership Interest received in return by the Member. A Capital Contribution
Agreement substantially similar in form to that which is attached as part of Schedule I shall be
executed by any contributing Member and the Company, setting forth all of the terms and
conditions for admission of the Member. Schedule I shall be amended by the Company as of the
effectiveness of any transfer or subsequent issuance of any Membership Interest and kept with.

        3.     Certified Statements of Membership Interests.  At the written request of a
Member, the Manager shall provide a certified Statement of Membership Interest (according to
the records of the Company), stating the amount of Membership Interest owned, as of the date
the statement is provided.

       C.     Assignment/Transferability.

        A Member may not voluntarily assign or transfer his/her/its Membership Interest, or any
part thereof, without complying with the provisions set forth in ARTICLE IX.

       D. Admission of Members; Representative of Members.

       1.      General Rule How to Become a Member. A Person becomes a Member of the
Company by acquiring a Membership Interest from a Member or directly from the Company, but
only if he/she/its is admitted to be a Member by the unanimous consent of all Members in
accordance with the provisions of Paragraph C of ARTICLE IX.

        2.     Preconditions for Admission as Member.        In  addition   to    any    other
requirements for admission set forth in this Agreement, to be a Member, a Person must not lack
capacity or be prohibited from being a Member and must expressly assent to the provisions of
this Agreement in writing; however, if such Person fails to execute such document, he/she/its
shall nevertheless be bound by this Agreement if then in effect.

       3.      Acquiring a Membership Interest from Company. In the case of a Person
acquiring a Membership interest directly from the Company, the Person shall become a Member
with respect to such Membership interest only with the unanimous consent of all Members,
compliance with the provisions of Paragraph C of ARTICLE IX, and upon making the Capital
Contributions specified in ARTICLE VII.

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 5 of 34
     4.     Acquiring a Membership Interest from a Member. A transferee of a Member‟s
Membership Interest, or a portion thereof, shall become a Member only if admitted to be a
Member pursuant to aforementioned provisions and the provisions of Paragraph C of ARTICLE
IX.

       5.      Representative of Members who are Natural Persons. If a Member who is an
individual is adjudged by a court of competent jurisdiction to be incompetent to manage his
person or his property, or if an individual Member dies, the Member's guardian, conservator,
executor, administrator, or other legal representative may exercise all of the Member's rights for
the purpose of administering his or her person or property, or settling his or her estate, including
any authority the Member has under the terms of this Agreement to give a transferee the right to
become a Member.

        6.      Representatives of Members Who Are Entities. If a Member is a corporation,
trust, partnership, limited liability company or other entity is dissolved or terminated, the powers
of that Member may be exercised by its legal representative for the purpose of liquidating,
winding up, and making final distributions of the entity's assets to its owners, beneficiaries, or
creditors.

       E. Ceasing to be a Member.

        If a Member ceases to be a Member of the Company by the terms of this Agreement, said
Member automatically forfeits whatever management rights he/she/it has under the terms of this
Agreement, if any. He/she/it shall retain the right to receive distributions and allocations with
respect to his/her/its economic rights, unless such economic rights have been transferred by
him/her/it or shall have been acquired from the Member upon the happening of an "event of
withdrawal" (as defined below). In any event, a Member ceasing to be a Member by the terms of
this Agreement shall not be released from his/her/its liability to the Company under N.C.G.S.
§57C-4-02 (liability for contribution) and N.C.G.S. §57C-4-07 (liability upon wrongful
distribution).

        Except as otherwise set forth in subparagraph 3, following, the mere pledge of, or
granting of a security interest, lien, or encumbrance in or against, all or part of a Membership
Interest of a Member shall not cause the Member to cease to be a Member or the secured party to
have the power to exercise any right or powers of a Member.

       A Member ceases to be a Member of the Company upon the happening of any of the
following "events of withdrawal".

       1.    The Member's removal as a Member in accordance with the provisions of
Paragraph G.

       2.      The Member's:

               (a)     assignment of that Member's Membership Interest for the benefit of
               creditors;
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 6 of 34
               (b)      filing of a voluntary petition in bankruptcy;
               (c)      being adjudicated a bankrupt or insolvent (or the Member has entered
               against him or her an order for relief in any bankruptcy or insolvency
               proceeding):
               (d)      filing a petition or answer seeking any reorganization, arrangement,
               composition, readjustment, liquidation, dissolution, or similar relief under any
               statute, law, or regulation;
               (e)      seeking consent to, or acquiescence in, the appointment of a trustee or
               receiver for, or liquidation of the Member or of all or any substantial part of
               Member's properties; or
               (f)      filing of an answer or other pleading admitting or failing to contest the
               material allegations of a petition filed against the Member in any proceeding
               described in this subparagraph.

         3.     The continuation of any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any
statute, law, or regulation, for 120 days after the commencement thereof, or the appointment of a
trustee, receiver, or liquidator for the Member or all or any substantial part of the member's
properties without the Member's agreement or acquiescence, which appointment is not stayed or
verified within 120 days.

        4.    In the case of an individual Member, the Member's death or adjudication by a
court of competent jurisdiction as incompetent to manage the Member's person or property.

       5.      In the case of a Member that is a partnership or another limited liability company,
the dissolution and commencement of winding-up of the partnership or limited liability
company.

        6.     In the case of a Member that is a corporation, the dissolution of the corporation or
the revocation of its charter, or a transfer of fifty percent (50%) or more of its voting stock.

         7.      In the case of a Member who is acting as a Member by virtue of being a trustee of
a trust, the termination of the trust (but the substitution of a new trustee shall not be treated as an
event of withdrawal).

         8.     In the case of a Member that is an estate, the distribution by the fiduciary of the
estate's entire Membership Interest in the Company.

       F.      No Voluntary Withdrawals of Members.

        No Member shall have the power or right to voluntarily withdraw from the Company nor
shall any Member have the right to receive a return of his/her/its capital contribution.

       G.      Removal of Member Only by All Other Members.


                                       OPERATING AGREEMENT OF
                                           (Name), LLC, (Date)
                                              Page 7 of 34
        A Member may be removed only by the unanimous act of all other Members, but only if
the Membership Interests of such other Members represent a Majority in Interest of all
Membership Interests in the Company at that time. If a removal is to take place, the Member
proposed for removal must be given no less than thirty (30) days written notice prior to the date
of the meeting at which such removal will be acted upon by all other Members.

       H.      Nature of Member's Interests.

       The Membership Interest of each Member in the Company shall be intangible personal
property for all purposes.

         Legal title to all Company assets shall he held in the name of the Company. Neither any
Member nor a successor, representative, transferee nor assignee of such Member shall have any
right, title or interest in or to any Company property or the right to partition any real or personal
property owned by the Company.

      I.     Unanimous          Membership        Approval       or    Consent      for     Certain
Transactions/Events.

       The approval, agreement, or consent of all Members, shall be required to: (I) admit any
Person as a Member; (2) merge the Company into or with, another limited liability company,
foreign or domestic; or (3) amend or modify this Agreement or the Articles of Organization
pursuant to Paragraph E of ARTICLE XI.

       J.      Members' Access to Information; Records.

        1.     Subject to the procedures set forth in subparagraph 2, following, each Member
shall have the right to obtain from the Company from time to time the records required to be
maintained pursuant to Paragraph J shall be made, in writing, and must be made in good faith
and for a proper purpose. The demand shall describe with reasonable particularity the purpose
and the records or information desired. The Company shall have thirty (30) days from the receipt
of a written demand to provide the information requested. Any reasonable expenses incurred in
the production of such information shall be borne by the Member requesting such information.

        2.     Any demand for Company information and records made by a Member pursuant
to the provisions of this Paragraph J shall be made, in writing, and must be made in good faith
and for a proper purpose. The demand shall describe with reasonable particularity the purpose
and the records or information desired. The Company shall have thirty (30) days from the receipt
of a written demand to provide the information requested. Any reasonable expenses incurred in
the production of such information shall be borne by the Member requesting such information.

       3.      Nothing herein shall prohibit the Company from maintaining its records in other
than written form if the form is capable of conversation into written form within a reasonable
time.


                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 8 of 34
        4.     Nothing herein shall render any Member or other Person liable for the debts and
obligations of the Company for failing to keep or maintain the records or information subject to
inspection herein.

                                      ARTICLE IV
                                 MEETINGS OF MEMBERS

       A.      Annual Meetings of Members.

        An annual meeting of the Members shall be held prior to the end of the fiscal year, at the
principle office of the Company or at such other time and place within or without the State of
North Carolina as shall be designated by the Members from time to time and stated in the notice
of the meeting. The purposes of the annual meeting need not be enumerated in the notice of such
meeting.

       B.      Special Meetings of Members.

       Special meetings of the Members maybe called by the holders of not less than forty
percent (40%) of all of the Membership Interest (as reflected by Membership Units) issued by
the Company or by the Manager. Business transacted at all special meetings shall be confined to
the purpose or purposes stated in the notice.


       C.      Notice of Meetings of Members.

        Written notice stating the place, day and hour of the meeting, and additionally in the case
of a special meeting, stating the principal office of the Company as the location and the purpose
or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor
more than sixty (60) days before the date of the meeting, to each Member of record entitled to
vote at such meeting.

       D.      Record Date.

        For the purpose of determining Members entitled to notice of any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any distribution, or to make
a determination of Members for any other purpose, the date on which notice of the meeting is
mailed or the date on which such distribution is declared, as the case may be, shall be the record
date for such determination of Members. When a determination of Members entitled to vote at
any meeting of Members has been made as provided in this Paragraph, such determination shall
apply to any adjournment thereof.

       E.      Quorum.

      A Majority in interest of all Members entitled to vote at a Meeting shall constitute a
quorum at all meetings of the Members, except as otherwise provided by law or this Agreement.
Once a quorum is present at a meeting of the Members, the subsequent withdrawal from the
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 9 of 34
meeting of any Member prior to adjournment or the refusal of any Member to vote shall not
affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at
the opening of any meeting of the Members, the Members entitled to vote at such meeting shall
have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the holders of the requisite amount of Membership interest
shall be present or represented.

       F.      Actions of Members.

        Except for matters listed in Paragraph I of ARTICLE III, preceding, and any other matter
for which the affirmative vote of the holders of a greater portion of the Membership Interests is
required by the Act or this Agreement, the act of the Members shall be the affirmative vote of a
Majority in Interest of the Members represented at the meeting who are entitled to vote. All
actions of the Members entitled to vote and provided for herein may be taken by written consent
without a meeting. Any such action which may he taken by the Members without a meeting shall
be effective only if the consents are in writing, set forth the action so taken, and are signed by all
Members eligible to vote on such action. Members may participate in any meeting of the
Members by means of a conference telephone or similar communications equipment provided all
persons participating in the meeting can hear one another, and such participation in a meeting
shall constitute presence in person at the meeting.

       G.      List of Members Entitled to Vote.

        The Manager shall make, at least ten, (10) days before each meeting of Members, a
complete list of the Members entitled to vote at such meeting, or any adjournment of such
meeting, arranged in alphabetical order, with the address of and the amount of Membership
Interest held by each, which list, for a period often (10) days prior to such meeting, shall be kept
on file at the principal office of the Company and shall be subject to inspection by any Member
at any time during usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to inspection of any Member during the whole
time of the meeting. However, failure to comply with the requirements of this paragraph G shall
not affect the validity of any otherwise valid action taken at such meeting.

       H.      Registered Members.

The Company shall be entitled to treat the holder of record of any Membership Interest as the
holder in fact of such Membership Interest for all purposes, and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such Membership Interest on the part of
any other person, whether or not it shall have express or other notice of such claim or interest,
except as expressly provided by this Agreement or the laws of North Carolina.

                                   ARTICLE V
                            MANAGEMENT OF THE COMPANY

       A.      Management Vested in Manager (s); Selection of a Manager.

                                       OPERATING AGREEMENT OF
                                           (Name), LLC, (Date)
                                              Page 10 of 34
        Except as otherwise may be expressly provided by this Agreement, the Articles of
Organization, or the Act, all decisions with respect to the management of the business and affairs
of the Company shall he made by action of the Manager (or if more than one, by Majority of the
Manager(s) taken at a meeting or evidenced by a written consent in lieu thereof executed by a
Majority of the Manager (s).

        The Company shall be managed by a Manager, initially (Name), who shall serve until
and unless removed by the Member (s) or until and unless he resigns from this position in
accordance with the terms of this Article. The Manager shall be a Member, unless no Member
shall be able to serve.

       The Manager (s) shall have full and complete authority, power, and discretion to manage
and control the business of the Company, to make all decisions regarding those matters and to
perform any and all other acts customary or incident to the management of the Company's
business, except only as to those acts as to which approval by the Members is expressly required
by the Articles of Organization, this Agreement, the Act, or other applicable law.

       The Manager (s) may delegate responsibility for the day-to-day management of the
Company to any individual Manager or Person retained by the Manager (s) who shall have and
exercise on behalf of the Company all powers and rights necessary or convenient to carryout
such management responsibilities.

       B.      Removal; Withdrawal of a Manager.

      1.     Removal. If any one or more of the following events occurs with respect to a
Manager, the Members may remove such Manager by the action of a Majority in Interest of the
Members and elect a new Manager by the action of a Majority in Interest of the Members:

               (a)   The Manager (s) willful or intentional violation or reckless disregard of he
               Manager's duties to the Company; or

               (b)    Any event that, if the Manager were a Member, would be deemed an event
               of withdrawal (as defined in ARTICLE III) with respect to such Manager.

      2.     Withdrawal. The Manager may voluntarily resign by providing written notice to
all Members, with such voluntary withdrawal taking effect thirty (30) days after the date the
Manager gives such notice to all Members, or at a later date stated in the notice of withdrawal.

       The Manager shall be deemed to have involuntarily withdrawn as Manager of the
Company if any of the "events of withdrawal" identified in Paragraph E of Article III occur with
respect to such Manager and notice of such event is made know to each Member, with said
withdrawal effective immediately upon such notice, or later as may be agreed by all of the
Members who are not Managers.

       C.      Interim Management.

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 11 of 34
       Upon the effective date of the removal or withdrawal of the Manager, Company shall he
managed by a Member selected by a Majority in Interest of all Members (other than the
Manager), who shall serve as Manager until the Members choose a replacement Manager in
accordance with the terms of the following Paragraph D of this Article.

       D.     Replacement Manager.

        The Members shall elect a replacement Manager at a regular or special meeting of the
Members. A Majority in Interest of all Members other than the Manager shall be required to
elect a replacement Manager. Once elected, the replacement Manager shall serve as Manager,
with all of the powers and duties of the initial Manager.

       E.     Signature Authority; Binding the Company.

        The Manager shall have signatory authority to bind the Company and is an agent of the
Company for the purpose of its business, and the act of every Manager, including execution in
the name of the Company of any instrument for apparently carrying on in the usual way the
business of the Company, binds the Company, unless the Manager so acting has, in fact, no
authority to act for the Company in the particular matter and the person with whom the Manager
has knowledge of the fact that the Manager has no such authority. An act of a Manager that is not
apparently for carrying on the usual course of the business of the Company does not bind the
Company unless authorized in fact or ratified by the Members of the Company.

       F.     General Powers of Manager.

        The Manager shall have full, exclusive, and complete discretion, powers, and authority,
subject in all cases to the other provisions of this Agreement and the requirements of applicable
law, to manage, control, administer, and operate the business and affairs of the Company for the
purposes herein stated; to delegate responsibility for the day-to-day management of the Company
to any individual Manager or Person retained by the Managers who shall have and exercise on
behalf of the Company all powers and rights necessary or convenient to carry out such
management responsibilities; and to make all decisions affecting such business and affairs,
including, without limitation, for Company purposes, the power to:

              (a)     Acquire by purchase, lease, or otherwise, any real or personal property,
              tangible or intangible;

              (b)   Construct, operate, maintain, finance, and improve, and to own, sell,
              convey, assign, mortgage, or lease any real estate and any personal property;

              (c)   Sell, dispose, trade, or exchange Company assets in the ordinary course of
              the Company's business;

              (d)    Enter into agreements and contracts and to give receipts, releases and
              discharges;

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 12 of 34
             (e)    Purchase liability and other insurance to protect the Company's properties
             and business;

             (f)     Borrow money for and on behalf of the Company, and, in connection
             therewith, execute and deliver instruments authorizing the confession of judgment
             against the Company;

             (g)  Execute or modify leases with respect to any part or all of the assets of the
             Company;

             (h)    Prepay, in whole or in part, refinance, amend, modify, or extend any
             mortgages or deeds of trust which may affect any asset of the Company and in
             connection therewith to execute for and on behalf of the Company any extensions,
             renewals, or modifications of such mortgages or deeds of trust;

             (i)    Execute any and all other instruments and documents which may he
             necessary or in opinion of the Manager desirable to carry out the intent and
             purpose of this Agreement, including, but not limited to, documents whose
             operation and effect extend beyond the term of the Company;

             (j)     Make any and all expenditures which the Manager, in his or her sole
             discretion, deems necessary or appropriate in connection with the management of
             the affairs of the Company and the carrying out of its obligations, and
             responsibilities under this Agreement, including, without limitation, all legal,
             accounting, and other related expenses incurred in connection with the
             organization and financing and operation of all the Company;

             (k)    Enter into any kind of activity necessary to, in connection with, or
             incidental to, the accomplishment of the purposes of the Company; and

             (l)    Invest and reinvest Company reserves in short-term instruments or money
             market funds.

       Notwithstanding anything to the contrary in this Agreement, the Manager shall not
undertake any of the following without the approval of the Members:

             (a)    Any Capital Transaction; or

             (b)    Any other act requiring the approval or consent of the Members.


                                  ARTICLE VI
                          LIMITATION OF LIABILITY AND
                         INDEMNIFICATION OF MANAGERS

      A.     Limitation of Liability.
                                   OPERATING AGREEMENT OF
                                       (Name), LLC, (Date)
                                          Page 13 of 34
No Manager of the Company shall be liable to the Company or its Members for monetary
damages for an act or omission in such person's capacity as a Manager, except as provided in the
Act for (i) acts or omissions which the Manager knew at the time of the acts or omissions were
clearly in conflict with the interest of the Company, or (ii) any transaction from which the
Manager derived an improper personal benefit.

       B.      Indemnification.

        The Company shall indemnify the Manager to the fullest extent permitted or required by
the Act, as amended from time to time, and the Company may advance expenses incurred by the
Manager upon the approval of the Members and the receipt by the Company of an undertaking
by such Manager to reimburse the Company unless it shall ultimately be determined that such
Manager is entitled to be indemnified by the Company against such expenses. The Company
may also indemnify its employees and other representatives or agents up to the fullest extent
permitted under the Act or other applicable law, provided that the indemnification in each
situation is in writing and is first approved by Members owning a Majority in Interest of all
Membership Interest at a meeting of the Members.

       C.      Other Rights.

       The indemnification provided by this Agreement shall: (i) be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under any statute,
agreement, vote of Members or otherwise, both as to action in official capacities and as to action
in another capacity while holding such office; (ii) continue as to a person who ceases to be a
Member; (iii) inure to the benefit of the estate, heirs, executors, administrators or other
successors of an indemnity, and (iv) not be deemed to create any rights for the benefit of any
other person or entity.

                             ARTICLE VII
         CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS LOANS


       A.      Capital Contributions; Loans.

        1.     Each initial Member agrees to contribute cash to the Company in the amount set
forth as the Initial Capital Contribution of such Member on Schedule I and the Subscription
Agreements attached thereto.

       2.     If the Manager determines at any time (or from time to time ) that the Initial
Capital Contributions are insufficient to carry out the purposes of the Company, then the
Manager shall first take reasonable efforts to borrow against the Company's assets

       If these efforts are unsuccessful, then the Manager shall give notice to each Member and
request that the Members make additional contributions to the capital of the Company. If a
Majority in Interest of all the Members approve such request, then each of the Members shall be
                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 14 of 34
obligated to make such additional contributions within the time period approved by the Majority
(each as "Additional Capital Contribution") to the Company ratably in accordance with Interest
of all the Members entitled to vote. If any Member fails to fulfill any commitment to contribute
additional capital (the "Defaulting Member"), the Members may elect to allow the remaining
Members (the "Lending Members") to contribute to the Company, pro rata by Membership
Interest, such Additional Capital Contribution.

        All amounts contributed by the Lending Members shall be considered a loan to the
Defaulting Member, payable in equal annual principal installments, with simple interest at an
annual rate equal to the applicable federal rate then in effect such that a sufficient amount of
interest will be charged with respect to such loan so as to avoid the imputation of Interest. In
addition, until all of such loans are repaid by the Defaulting Member, all distributions from the
Company which would have been paid to the Defaulting Member shall be paid to the Lending
Members, applied first to interest, then to principle of all such loans

       3.      Except as set forth above, no Member shall be required to contribute any
additional capital to the Company.

       4.     No Member shall be paid interest on any Capital Contribution to the Company.

      5.     In addition to the loans to the Defaulting Member provided for in this Paragraph,
upon approval of the terms thereof by the Members, any Member may make a loan to the
Company upon commercially reasonable terms, provided such terms do not result in adverse tax
consequences under the Code and applicable Treasury Regulations. Loans by a Member to the
Company shall not be considered Capital Contributions.

       B.     Capital Accounts.

       1.      The Company shall maintain a separate Capital Account for each Member
pursuant to the principles of Paragraph B and Treasury Regulation Section 1.704-l(b)(a2)(iv).
The initial Capital Account of each Member shall be the Initial Contribution of such Member.
The Capital account should he increased by (i) the amount of the subsequent Capital
Contributions of such Member to the Company under Paragraph A of this ARTICLE and (ii)
such Member's allocable share of Net Income pursuant to Paragraph A of Article VIII. Such
Capital Account shall be decreased by (i) the amount of cash distributed to the Member by the
Company pursuant to Paragraph B of Article VIII and (ii) such Member‟s allocable share of Net
Loss pursuant to Paragraph A of ARTICLE VIII.

        2.      The provisions of this Paragraph B and other portions of this Agreement relating
to the proper maintenance of Capital Accounts are designed to comply with requirements of
Treasury Regulation Section 1.704-1(b). The Members intend that such provisions be interpreted
and applied in a manner consistent with such Treasury Regulations. The Members are authorized
to modify the manner in which the Capital Accounts are maintained if the Members determine
that such modification (i) is required or prudent to comply with the Treasury Regulation and (ii)
is not likely to have a material effect on the amounts distributable to any Member upon the
dissolution of the Company.
                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 15 of 34
       C.      Withdrawal or Reduction of Member's Contributions to Capital.

       1.      No Member shall have the right to withdraw all or any part of his/her/its Capital
Contribution or to receive any return on any portion of his/her/its Capital Contribution, except as
may be otherwise specifically provided in this Agreement. Under circumstances involving a
return of any Capital Contribution, a Member may, but shall not have an absolute right to,
receive property other than cash.

       2.     No Member shall have priority over any other Member, either as to the return of
Capital Contributions or as to Net Income, Net Losses, or distributions; provided that this
subsection shall not apply to a loan (as distinguished from Capital Contributions) which a
Member has made to the Company.

       D.      Liability of Members.

        Notwithstanding any other provision in this Agreement, the liability of each
Non-Managing Member for the debts, liabilities and obligations of the Company shall, in any
event, and as between the parties to this Agreement, be limited to and not exceed the aggregate
"Ceiling Amount" applicable to each Non-Managing Member. The initial Ceiling Amount
applicable to each Non-Managing Member is set forth in Schedule III attached hereto. Said
Ceiling Amount may be amended by the unanimous agreement of all Members and said
adjustments in the Ceiling Amounts shall be reflected in an addendum to Schedule Ill executed
by all of the Members. Except as otherwise expressly provided herein, no Member shall be
required to contribute to the capital of, or loan any funds to, the Company.

                           ARTICLE VIII
    ALLOCATIONS DISTRIBUTIONS ELECTIONS AND OTHER TAX MATTERS

       A.      Allocations.

        1.      General Rules on Allocating Profits or Losses         Subject to the provisions of
Paragraph A(2), following, the net income or net profit or net less of the Company for the fiscal
year, if any, shall he allocated to each Member based on such Member's Membership interest,
prorated for any fractional part of an applicable fiscal year of the Company. For purposes of this
Agreement, "net income" or "net profit" or "net loss" shall be determined
in accordance with the cash method of accounting, consistently applied, and in accordance with
the regulations promulgated under Section 704 of the Code.

       2.     Special Allocations. The following special allocations shall be made in the
following order and priority to the extent applicable:

               (a)     Minimum Gain Charge Back. Notwithstanding any other provision of this
               Article, if there is a net decrease in the Company minimum gain during any fiscal
               year or any other period, prior to any other allocation pursuant hereto, each
               Member shall be specifically allocated items of Company income and gain for
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 16 of 34
such fiscal year (and, if necessary, subsequent years) in an amount and manner
provided by Treasury Regulations Section 1704-2(i). The items to be allocated
shall be determined in accordance with Treasury Regulations Section 1.704-2.

(b)     Qualified Income Offset. Any Member who unexpectedly receives an
adjustment, allocation, or distribution described in Treasury Regulation Section
1.704-1(h) 2(ii)(d)(4), (5) or (6) that causes or increases a negative balance in his
capital account (in excess of any amount that Member is obligated to restore)
shall be allocated items of income and gain sufficient to eliminate such excess or
negative balance caused thereby, as quickly as possible, to the extent provided by
such Treasury Regulation.

(c)     Gross Income Allocation. In the event any Member has a deficit capital
account balance at the end of the Company fiscal year which is in excess of the
sum of (i) the amount such Member is obligated to restore pursuant to any
provision of this Agreement and (ii) the amount such Member is deemed to be
obligated to restore pursuant to the penultimate sentences of the Treasury
Regulation Sections l.704-29g)(l) and l.704-2(i)(5), each such Member shall be
specifically allocate items of Company income and gain in the amount of such
excess as quickly as possible, provided that an allocation pursuant to this
subsection shall he made only if and to the extent that such Member would have a
deficit capital account balance in excess of such sum after all other allocations
provided for in this ARTICLE have been made as if this subsection were not in
this Agreement.

(d)    Section 704(b) Limitation. Notwithstanding any other provision of this
Agreement to the contrary, no allocation of any item of income or loss shall be
made to a Member if such allocation would not have "economic effect" pursuant
to Treasury Regulation Section 1.704- I(b)(2)(ii) or otherwise be in accordance
with his interest in the Company within the meaning of Treasury Regulation
Sections 1.704-1 (b)(3) and 1.704-2. To the extent an allocation cannot be made
to a Member due to the application of this subsection d., such allocation shall be
made to the other Member or Members entitled to receive such allocation
hereunder.

(e)     Curative Allocations. Any allocations of items of income, gain, or loss
pursuant to the proceeding subsections (a) - (d) hereof shall be taken into account
in computing subsequent allocations pursuant to this ARTICLE, so that the net
amount of any items so allocated and the income, losses, and other items
allocated to each Member pursuant to this ARTICLE shall, to the extent permitted
by applicable Treasury Regulations, be equal to the net amount that would have
been allocated to each Member had not allocations ever been made pursuant to
the preceding subsection, (a) - (d).

(f)    Tax Allocations: Code Section 704(c). In accordance with Code Section
704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction
                       OPERATING AGREEMENT OF
                           (Name), LLC, (Date)
                              Page 17 of 34
               with respect to any property contributed to the capital of the Company shall,
               solely for tax purposes, be allocated amount the Members so as to take account of
               any variation between the adjusted basis of such property to the Company for
               Federal income tax purposes and its fair market value at the time of its
               contribution. Allocations pursuant to this subsection are solely for purposes of
               federal, state, and local taxes and shall not affect, or in any way be taken into
               account in computing, any Member's capital account or share of income, losses,
               other items, or distributions, pursuant to any provision of this Agreement.

       B.      Interim Distributions.

        Before making any discretionary distributions of cash, Manager may, in his sole
discretion, prefer to pay down any of the Company's debts. If Manager is satisfied that
distributions need not be utilized to pay down Company's debts and except as to matter provided
in Paragraph C of this ARTICLE, Manager may distribute Distributable Cash and other property
at such times and in such amounts as he/she/they shall determine. All interim distributions of
Distributable cash or other property shall be allocated to the Members in proportion to the
economic rights held by such Member(s) or other Person(s) holding such rights associated with a
Member's Membership interests. For any Membership Interest not owned by the same Person for
the entire fiscal year, such allocation will be prorated

       C.      Limitation Upon Distributions.

        No distribution shall he declared and paid if such distribution would cause the Company
to violate any limitation on distributions provided in the Act.

       D.      Allocations for Tax Purposes.

        Except as otherwise provided herein, each item of Income, Net Income, or Net Loss of
the Company shall be allocated to the Members in the same manner as such allocations are made
for book purposes pursuant to Paragraph A of this ARTICLE. In the event of a transfer of, or
other change in, an interest in the Company during a fiscal year, each item of taxable income and
loss shall be prorated in accordance with Section 706 of the Code, using any convention
permitted by law and selected by the Members.

       E.      Tax Status, Elections and Modifications to Allocations.

        1.      Notwithstanding any provision contained in this Agreement to the contrary, solely
for federal income tax purposes, each of the Members hereby recognizes that the Company will
be subject to all provisions of Subchapter K of the Code; provided, however, that the filling of all
required returns thereunder, and pursuant to state law, shall not be construed to extend the
purposes of the Company or expand the obligations or liabilities of the Members.

       2.     The Manager(s) may cause the Company to elect pursuant to Section 754 of the
Code and the Treasury Regulations to adjust the basis of the Company assets as provided by
Section 743 or 734 of the Code and the Treasury Regulations thereunder. The Company shall
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 18 of 34
make such election for Federal income tax purposes as may be determined by the Manager(s)
acting in their sole and absolute discretion.

        3.      With this Agreement, all Members agree that they shall prepare and execute any
amendments to this Agreement determined by the Manager(s) to be necessary for the Company
to comply with the provisions of Treasury Regulations Sections 1.704-1(h), 1.704-1(c) and
1.704-2 upon the happening of any of the following events: (i) incurring any liability which
constitutes a "nonrecourse liability" as defined in Treasury Regulation Section 1.704-2(b)(3) or a
"partner nonrecourse liability" as defined in Treasury Regulation Section 1.704-2(b)(4); (ii) a
constructive termination of the Company pursuant to the Code Section 708(b)(l)(B); or (iii) the
contribution or distribution of any property, other than cash, to or by the Company.

       F.      Tax Matters Partner.

        For the purposes of this Agreement, the Manager may designate one Member as the "Tax
Matters Partner" for federal income tax purposes in accordance with the provisions of Code
Section 623 l(a)(7) and Treasury Regulations promulgated thereunder. The Tax Matters Partner
is authorized and required to represent the Company in connection with all examinations of the
Company's affairs by tax authorities, including resulting administrative and judicial proceedings,
and to expend Company funds for professional services and costs associated therewith. The Tax
Matters Partner shall have the final decision-making authority with respect to all Federal income
tax matters involving the Company. The Members agree to cooperate with the Tax Matters
Partner and to do or refrain from doing any or all things reasonably required by the Tax Matters
Partner to conduct such proceedings. Any direct out-of-pocket expenses incurred by the Tax
Matters Partner in carrying out the Tax Matters Partner's obligations hereunder shall he allocated
to and charged to the Company as an expense of the Company for which the Tax Matters Partner
shall be reimbursed.

                                ARTICLE IX
                 TRANSFERABILITY OF MEMBERSHIP INTERESTS;
                 ADMISSION OF MEMBERS; BUY-SELL AGREEMENT

       A.      Transferability of Membership Interest -- General Rules.

        1.     General Prohibition Against Any Transfer. A Member shall not at any time offer
to or 'Transfer" (as defined in ARTICLE I) all or any part of his/her/its Membership Interest
except in accordance with the conditions and limitations set forth in this ARTICLE.

      2.       Transferability of Management Rights. A Member's management rights (if any)
may not be transferred.

        3.      Transfers of Membership Interest. A transferee of all or part of a Member's
Membership Interest shall have only the rights, powers and privileges set out in Paragraph B of
this ARTICLE or as otherwise provided by law and shall not become a Member of the Company
except as provided in Paragraph C of this ARTICLE; unless said transfers of Membership
Interest or assignment of Membership interest is to a corporation or partnership controlled in part
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 19 of 34
or fully by: John Q.Investor, I.M. Investor, or I.M. Investor, Sr. The preceding sentence shall
also be deemed to allow and to contemplate the transfer of some Membership Interest to the
Long, Parker, Warren & Jones, PA. profit sharing plan (successor by change of name to the
Long, Parker & Warren, PA. profit sharing plan).

       4.     Transfers Not Made In Accordance with Agreement. Any transfer not made in
accordance with the conditions and limitations set forth in this ARTICLE and otherwise in this
Agreement shall be null and void,

       B.      Rights of a Transferee.

        Unless and until admitted as a Member of the Company in accordance with Paragraph C
of this ARTICLE, the transferee of a Membership Interest shall not be entitled to any of the
rights, powers, or privileges of a Member, except that the transferee shall be entitled to receive
the distributions and allocations associated with the transfer of his/her/its Membership interest;
provided that the Company has received notice of the assignment and has duly noted the
assignment in its records. The transferee derives his/her/its rights exclusively through the
Member/assignor. Any transferee in receipt of economic rights takes the assignment subject to
any claims or offsets the Company may have against the Member/assignor.

       C.      Admission of Transferee as Member.

       A transferee of a Membership interest may be admitted as a Member of the Company
upon furnishing to the Company the following:

       1.      The written consent of all Members to admit the transferee as a Member;

        2.      The transferee's consent to become a Member and acceptance, in a form
satisfactory to all Members of all the terms and conditions of this Agreement;

       3.     Payment by the transferee of such reasonable expenses as the Company may incur
in connection with the transferee's admission as a Member; and

        4.      At the election of the Manager, receipt by the Company of an opinion of counsel,
satisfactory in form and substance to all Members that such admission will not: (i) violate any
Federal or applicable state securities law; (ii) prevent the Company from being taxed as a
partnership for Federal income tax purposes; or (iii) otherwise adversely affect the Company or
its Members.

       D.      Consequences of Transfer of Membership Interest.

        In the event of his/her/its transfer of part of his/her/its Membership interest, the Member
shall remain a Member of the Company to the extent of-his/her/its retained Membership Interest.
A Member ceases to be a Member of the Company upon the transfer of all of his/her/its
Membership Interest.

                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 20 of 34
      E.     Buy-Sell Agreement; Value of Membership Interest.

        If a Member ceases to he a Member in accordance with the terms of Paragraph E of
Article III, preceding, prior to the expiration of the term of the Company:

             (a)     If the Company is dissolved pursuant to ARTICLE X, the Member shall
             be entitled to participate in the winding up of the Company to the same extent as
             any other Member except that any distributions and allocations to which the
             Member would have been entitled shall be reduced by any consequential,
             economic damages sustained by the Company as a result of the dissolution and
             winding up.

             (b)    If the Company is continued pursuant to the procedures set forth in
             Paragraph B(l)(c) of ARTICLE X, the Member shall be entitled to the "Fair
             Value" of his/her/its Membership Interest (as defined in subsections (c) - (e),
             following) as of the date of withdrawal.

             (c)  The Fair Value shall be the price agreed to by the Company and the
             Member or his successor (the “Selling Member”) in good faith negotiations.

             (d)     In the event the Company and the Selling Member are unable to agree
             upon a Fair Value within thirty (30) days, then the Fair Value shall be determined
             by a qualified appraiser. The qualified appraiser shall be mutually selected by the
             Company and the Selling Member within ten (10) days following the expiration
             of the thirty (30) day period described above. In the event the Company and the
             Selling Member are unable to agree on a qualified appraiser within such ten (10)
             day period, each shall select a qualified appraiser and those two appraisers shall
             meet and attempt to agree on an appraised value. If, within thirty (30) days of
             these two appraisers being appointed, they are not able to agree on an appraised
             value, those two appraisers shall pick a third appraiser to appraise the Fair Value.
             The third appraiser shall then determine the Fair Value. The costs of the appraisal
             shall be paid by the Company.

             (e)     "Fair Value" shall be the fair market value of the Company as a whole
             times the Member‟s percentage of owner membership interest in the Company
             (and, if applicable, reduced by any damages to the Company or its Members as a
             result of the withdrawing Member's breach of this Agreement), to be paid over a
             period not to exceed five (5) years, in such installments as the remaining
             Members shall determine (but not less frequently than annually), and with interest
             on each such installment at the applicable federal rate in effect (under Code
             Section 1274 or similar section) on the event of withdrawal.

             (f)     The Company may from time to time purchase policies of insurance on the
             lives of Key Members. Upon the death of any Member resulting in life insurance
             proceeds payable to the Company, the Company shall use the proceeds from that
             policy (net of any expenses in obtaining the proceeds or any taxes due by the
                                    OPERATING AGREEMENT OF
                                        (Name), LLC, (Date)
                                           Page 21 of 34
              Company as a result of the receipt of the insurance proceeds) within 120 days of
              the receipt of the proceeds, to make any necessary payment required by this
              paragraph E. Any additional funds due to the deceased Member‟s estate or heirs
              shall be payable over a period determined by the Company (but not to exceed five
              (5) years) in such installments as the Company shall determine (but not less
              frequently than annually), and with interest on each such installment at the
              applicable federal rate in effect (under Code Section 1274 or similar section) at
              the time of the Member‟s death. The Company, may, at its election, prepay all or
              part of the sums due hereunder without penalty at any time.

                                   ARTICLE X
                          DISSOLUTION AND TERMINATION

       A.     General Prohibition Against Withdrawal; Consequences.

       Except as otherwise provided in this Agreement, no Member shall at any time withdraw
from the Company or withdraw any amount of his/her/its Capital Account or Capital Interest.

        Any Member withdrawing in contravention of this Paragraph A shall indemnify, defend,
and hold harmless the Company and all other Members (other than a Member who is, at the time
of such withdrawal, in default under this Agreement) from and against any losses, expenses,
judgments, fines, settlements, damages, or taxes suffered or incurred by the Company or any
other Member arising out of or resulting from such withdrawal. Damages related herein shall be
monetary damages only (and not specific performance) and such damages may be offset against
distributions by the Company to which the withdrawing Member would otherwise be entitled.

       B.     Dissolution.

       1.     The Company shall be dissolved upon the first of the following to occur.

              (a)    When the period fixed for the duration of the Company in the Articles of
              Organization shall expire;

              (b)    Upon the election to dissolve the Company by all of the Members.

              (c)     Upon the election to dissolve the Company by all remaining Members
              after an event of withdrawal (as defined in Paragraph E of ARTICLE III of this
              Agreement) occurs with respect to any Member;

              (d)    The entry of a decree of judicial dissolution or the issuance of a certificate
              for administrative dissolution under the Act.

        2.     Upon dissolution of the Company: (a) the business and affairs of the Company
shall terminate; and (b) the Manager (or if one does not exist, all Members or the legal
representative or successor to the Members whose event of withdrawal has resulted in
dissolution, or some other Member, or legal representative or successor thereof) shall wind-up
                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 22 of 34
the Company's affairs by, as promptly as reasonably possible following the dissolution so as to
obtain the fair market value for the Company's assets, collecting the Company's assets, disposing
of the Company's properties that will not be distributed in kind to its Members, discharging or
making provision for discharging its liabilities, and distributing the remaining assets as provided
in N.C.G.S. § 57C-6-05.

       3.      Dissolution of the Company shall be effective as of the day on which the event
occurs giving rise to the dissolution, but the Company shall not terminate until there has been a
winding-up of the Company's business affairs and the assets have been distributed as provided in
this ARTICLE.

        4.     Upon Dissolution of the Company, the Members may cause any part or all of the
assets of the Company to be sold in such manner as the Members shall determine in an effort to
obtain the best prices for such assets; provided, however, that the Members may distribute assets
of the Company in kind to the Members to the extent practicable.

       C.      Articles of Dissolution, Notice of Dissolution to Creditors.

         Upon the dissolution and commencement of the winding-up of the Company, the
Members shall cause Articles of Dissolution to be executed on behalf of the Company and filed
with the Secretary of State. Notice of the dissolution shall be brought to the attention of creditors
in accordance with the provisions set forth in N.C.G.S. §§57-6-07 and 57C-6-08. The Members
shall execute, acknowledge, and file any and all other instruments necessary or appropriate to
reflect the dissolution of the Company.

       D.      Distribution of Assets Upon Dissolution.

       In settling accounts after dissolution, the assets of the Company shall be paid in the
following order:

       1.      First, to creditors, in the order of priority as provided by law, including Members
who are also creditors of the Company;

       2.      Second, an amount equal to the then remaining credit balance in the Capital
Accounts of the Members shall be distributed to the Members in proportion to the amount of
such balances; and

       3.      Third, any remainder shall be distributed to the Members of the Company, in
proportion to their Membership Interest.

       E.      Distribution in Kind.

       If any assets of the Company are distributed in kind, such assets shall be distributed to the
Members entitled thereto as tenants-in-common in the same proportions as the Members would
have been entitled to cash distributions had such property been sold for cash and the net proceeds
thereof distributed to the Members. If distributions in kind are made to the Members upon
                                       OPERATING AGREEMENT OF
                                           (Name), LLC, (Date)
                                              Page 23 of 34
dissolution and liquidation of the Company, the Capital Account balances of such Members shall
be adjusted to reflect the Members' allocable share of gain or loss, which would have resulted if
the distributed property had been sold at its fair market value.

                                    ARTICLE XI
                             MISCELLANEOUS PROVISIONS


       A.      Completing Business.

        Except as otherwise expressly provided in this Agreement or the Act, neither the
Members nor the Manager, nor any of their shareholders, directors, officers, employees, partners,
agents, family members or affiliates, shall be prohibited or restricted in any way from investing
in or conducting, either directly or indirectly, business of any nature whatsoever, including the
ownership and operation of business or properties similar to or in the same geographical area as
those operated or held by the Company.

        Except as otherwise provided in this Agreement or the Act, any investment in or conduct
of any such business by any such Person or entity shall not give rise to any claim for an
accounting by any Member or the Company or any right, any interest therein or the profits
therefrom.

       B.      Member Representations and Agreements.

        Notwithstanding anything contained in this Agreement to the contrary, each Member
hereby represents and warrants to the Company and to every other Member that: (a) the
Membership Interest of such 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 Federal Securities Act of 1933, as amended, and the
rules and regulations thereunder ("the 1933 Act") and applicable state securities laws; (b) he or
she understands that his or her Membership interest in the Company has not been registered
under the 1933 Act or the securities law of any jurisdiction in reliance upon exemptions
contained in those laws; (c) such 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; (d) such 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 other Members
concerning such Membership Interest; (e) such Member's decision to acquire the Membership
Interest for investment has been solely based upon the evaluation by the Member; (f) such
Member is aware that the Member must bear the economic risk of an investment in the Company
for an indefinite period of time because Membership Interests have not been registered under the
1933 Act or under the securities laws of various states and, therefore, cannot be sold unless such
Membership Interests are subsequently registered under the 1933 Act and any applicable state
                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 24 of 34
securities laws or an exemption from registration is available: (g) such Member is aware that
only the Company can take action to register Membership Interests under the 1933 Act or under
the securities laws of various states and the Company is under no such obligation and does not
purpose to attempt to do so; (h) such Member is aware that this Agreement places restrictions on
the ability of a Member to sell, transfer, assign, mortgage, hypothecate or otherwise encumber
the Member's Membership Interest; (i) such Member agrees that the Member will truthfully and
completely answer all questions, and make all covenants, that the Company may,
contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with
the 1933 Act and applicable state securities laws: and (j) if that Member is an organization, that it
is duly organized, validly existing, and in good standing under the laws of its state of
organization and that it has full organization power and authority to execute and agree to this
Agreement and to perform its obligation hereunder.

       C.      Notice.

        1.     All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing and addressed to the Member to whom the notice, demand or
request is intended to be given at such Member's address set forth in Schedule I to this
Agreement (unless the Company's records reveal a different address for such Member), or in the
case of the Company, to its principle place of business. A Member may change his or her address
by notice in writing to the Company, addressed to the Manager(s) and to each other Member
given in accordance with this section.

        2.     All notices, demands and requests to be sent to any Member pursuant to this
Agreement shall be deemed to have been properly given or delivered if addressed to such person
at the address as it appears on the Company records and (i) personally served, (ii) deposited for
next day delivery by Federal Express, or other similar overnight courier services. (iii) deposited
in the United States mail, prepaid and registered or certified with return receipt requested, (iv)
transmitted via telecopier or other similar device to the attention of such person with receipt
acknowledged, or (v) otherwise deposited in the United States mail, first class, postage prepaid,
in an envelope addressed to said Member at his/her/its last know address.

        3.      All notices, demands and requests so given shall be deemed received: (i) when
actually received, if personally delivered, deposited for next day delivery with an overnight
courier or telecopier, or mailed by first class United States mail, or (ii) as indicated upon the
return receipt if deposited in the United States mail with return receipt requested.

       4.      The Members shall have the right from time to time, and at any time during the
term of this Agreement, to change their respective addresses by delivering to the other parties
written notice of such change in the manner prescribed in subparagraph 2 of this Paragraph,
above.

       5.      All distributions to any Member shall be made in person or at the address to
which notices are sent unless otherwise specified in writing by any such Member.

       D.      No Action for Partition.
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 25 of 34
       No Member shall have any right to maintain any action for partition with respect to the
property, real or personal, of the Company.

       E.      Amendments; Additional Documents.

       This Agreement or the Articles of Organization may only be amended or modified by a
written Agreement approved of and executed by all of the Members; provided, however, that
each party hereto agrees to execute and acknowledge all documents and writings which the
Manager may deem necessary or expedient to the achievement of the Company's purposes.

       F.      References to Law.

        All references to Statutes, Code Sections, Treasury Regulations, and other laws shall
include subsequent amendments made to the law referenced in this Agreement and any
corresponding provisions of succeeding law unless such amendments or corresponding
provisions in the law are contrary to the intent of the parties to this Agreement. To the extent that
the undersigned initial Members desire at the time of execution of this Agreement to preserve
partnership tax treatment under federal and state income tax laws and to otherwise benefit from
the flexible provisions provided under Subchapter K, the parties desire at all times to preserve
the right to amend the Operating Agreement to appropriately reflect any change in the law
affecting the tax classification of the Company.

       G.      Governing Law.

       This Agreement is made in Asheville, Buncombe County, North Carolina, and the rights
and obligations of the Members hereunder shall be interpreted, construed and enforced in
accordance with the procedural and substantive laws of the State of North Carolina without
giving effect to the conflict of laws and provisions thereof.

       H.      Entire Agreement.

        This Agreement, including all schedules to this Agreement, as amended from time to
time in accordance with the terms of this Agreement, contains the entire agreement among the
parties relative to the subject matter thereof.

       I.      Waiver.

        No consent or waiver, express or implied, by any Member to or for any breach or default
by any other Member in the performance by such other Member of his/her/its obligations under
this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach
or default in the performance by such other Member of the same or any other obligations of such
other Member under this Agreement. Failure on the part of any Member in default, regardless of
how long such failure continues, shall not constitute a waiver by such Member of his/her/its
rights hereunder.

                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 26 of 34
        J.     Severability.

        If any provision of this Agreement or the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent, only that portion of the Agreement
causing said invalidity or unenforceability shall be excised or disregarded from this Agreement,
and the remainder of this Agreement and the application of such provisions to other persons or
circumstances shall not he affected thereby, and the intent of this Agreement shall be enforced to
the greatest extent permitted by law.

       K.      Binding Agreement.


        Subject to the restrictions on transferability set forth in this Agreement, this Agreement
shall inure to the benefit of and be binding upon the undersigned Members and their respective
legal representatives, successor, and assigns.


       L.      Tense and Gender.

       Unless the context clearly indicates otherwise, the singular shall include the plural and
vice versa. Whenever the masculine, feminine or neuter gender is used inappropriately in this
Agreement, this Agreement shall be read as if the appropriate gender were used.

       M.      Captions.

      Captions are included solely for the convenience of reference and if there is any conflict
between captions and the text of this Agreement, the text shall control.

       N.      Benefits of Agreement.

       Nothing in this Agreement expressed or implied, is intended or shall be construed to give
to any creditor of the Company, or any creditor of any Member, or any other person or entity
whatsoever, other than the Members and the Company, any legal or equitable right, remedy or
claim under or in respect to this Agreement or any covenant, condition or provisions herein
contained, and such provisions are and shall be held to be for the sole and exclusive benefits of
the Members and the Company.

       O.      Counterparts.

        This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original for all purposes and all of which when taken together shall constitute a single
instrument. Executed signature pages to any instrument may be detached and affixed to a single
instrument, which single instrument with multiple executed signature pages affixed thereto
constitutes the original instrument. All of these counterpart instruments shall be read as though
one and they shall have the same force and effect as if all of the parties had executed a single

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 27 of 34
signature page. Provided, however, the loss, destruction, or other disappearance of any one or
more of the original counterparts of this Agreement shall not affect its validity in any manner.

        IN WITNESS WHEREOF, the undersigned, being the Members of the Company as of
the date of this Amendment, (Date), mutually consenting to the admissibility of the others as
Members, have caused this Agreement to be duly adopted by the Company on this the (Date),
and do hereby assume and agree to be bound by and to perform all of the terms and provisions
set forth in this Agreement.




                                            (Name)


                                            (Name)


                                            (COMPANY NAME HERE)



                                            Name




                                            Name




                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 28 of 34
                                         APPENDIX A

1.     "Act" means the North Carolina Limited Liability Company Act (Chapter 57C of the
North Carolina General Statutes), as the same may be amended from time to time and any
corresponding provisions of succeeding law.

2.     "Adjusted Capital Account” means, with respect to a Member, the balance in such
Member's Capital Account at the end of the relevant fiscal year, as determined in accordance
with Treasury Regulation 1,704- I (b)(2)(iv).

3.     “Articles of Organization” means the Articles of Organization of the Company filed with
the Secretary of State, as amended or restated from time to time.

4.    "Capital Account” means for each Member the account established pursuant to Paragraph
B of
ARTICLE VII of this Agreement and maintained in accordance with the provisions of this
Agreement.

5.     "Capital Contribution” means any contribution to the capital of the Company in cash or
property by a Member whenever made.

6.     "Capital interest” means the right of any Member to be paid the amount in that Member's
Capital Account.

7.     "Code" means the Internal Revenue Code of 1986, as amended from time to time (and
any corresponding provisions of succeeding law).

8.     "Distributable Cash” means, with respect to the Company for a period of time, all funds
of the Company on hand or in bank accounts of the Company as, in the discretion of the
Members, is available for distribution to the Members after provision has been made for (i)
payment of all operating expenses of the Company as such time, (ii) payment of all outstanding
and unpaid current obligations of the Company as of such time, and (iii) such reserved as the
Members or the Manager deem necessary or appropriate for Company operations.

9.   "Fiscal Year” means the calendar year; provided that the first year of the Company shall
commence on January 1, 1999 and continue through December 31, 2000.

10.     "Income” means, for each fiscal year or other period, each item of income and gain as
determined, recognized and classified for federal income tax purposes, provided that any income
or gain that is exempt from federal income tax shall be included as if it were and item of taxable
income.

11.   "Initial Capital Contribution” means the initial contribution to the capital of the Company
made by a Member pursuant to Paragraph A.1.ARTICLE VII of this Agreement.

                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 29 of 34
12.     "Loss" means, for each fiscal year or other period, each item of loss or deduction as
determined, recognized and classified for federal income lax purposes, increased by (I)
expenditures described in §705(a)(2)(B) of the Code, (ii) expenditures contemplated by 4 709 of
the Code (except for amounts with respect to which an election is properly made under 4 709(h)
of the Code) and (iii) expenditures resulting in a deduction for a loss incurred in connection with
the sale or exchange of Company property that is disallowed to the company under § 267(a)(l) or
§707(b) of the Code.

13. „Majority in Interest” means with respect to any referenced group of Members, a
combination of any of such Members who, in the aggregate, own more than fifty percent (50%)
of the Membership Interest entitled to vote to give their consent on such matter(s) and which are
owned by all of such referenced group of Members.

14.    “Majority in Interest” means any Person so appointed or elected by the Members.

15.     “Manager-Managed LLC” means a limited liability company in which all Members by
virtue of their status as Members are not necessarily Managers of the Company.

16. “Member” means each Person designated as a Member of the Company on Schedule I
hereto, or any additional Member admitted as a Member of the Company in accordance with
ARTICLE 111 and ARTICLE IX. “Members” refers to such Persons as a group.

17.     “Membership Interest” means all of a Member‟s rights in the Company, which shall
include unless otherwise set forth at the time of issuance: (1) a Member‟s “economic rights” (i.e.,
the Member‟s share of the profits, losses, gains. Deductions, and credits of the Company, the
right to receive distributions of the Company‟s assets, and a Member‟s Capital Interest); (2) a
Member‟s “voting rights”, if any‟ and (3) a Member‟s “management rights” (i.e., a Member‟s
right to have access to certain Company information, and any right to participate in management
of the Company) as provided in the Act and this Agreement.

18.     “Net Income” and “Net Loss” means, respectively, for each fiscal year or other relevant
period, (I) the excess of the Income for such period over the Loss for such period, and (ii) the
excess of the Net Loss for a fiscal year or the relevant period shall be computed by excluding
from such computation any Income specially allocated under Paragraph A of ARTICLE VIII.

19.    “Person” means an individual, a trust, and estate, or a domestic corporation, a foreign
corporation, a professional corporation, a partnership, a limited partnership, a limited liability
company, a foreign liability company, an unincorporated association, or another entity.

20.    “Secretary of State” means the Secretary of State of North Carolina.

21.    “Transfer” means with respect to all or any part of, a Membership Interest, any sale,
assignment, gift, exchange, or other inter vivos disposition of such Membership Interest, and also
means any testamentary disposition of such Membership Interest. In addition, Transfer shall
mean incident to any divorce, marital property settlement, equitable distribution of marital
property or similar state law, or any transfer pursuant to applicable community property,
                                      OPERATING AGREEMENT OF
                                          (Name), LLC, (Date)
                                             Page 30 of 34
quasi-community property or similar state law. However, a transfer made to a trust that is wholly
revocable by the transferor shall not be a Transfer for purposes of this Agreement provided that a
majority in interest of the Members have reviewed the terms of the trust agreement for
qualification as a wholly revocable grantor trust and are satisfied that the trust may he a Member
of the limited liability company, provided that any subsequent Transfer by the trustee of such
trust shall in any event be deemed to have been made by the trust grantor.

22.     “Transferee” means the transferee of a Membership Interest pursuant to the conditions
and limitations set forth in ARTICLE IX of this Agreement who is entitled to receive, to the
extent transferred, only the economic rights to which the transferor would be entitled but for the
transfer. Until elected and admitted as a Member, such transferee shall not have any other rights
of Membership.

23.    “Treasury regulations” means the Income Tax Regulations and Temporary Regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).




                                     OPERATING AGREEMENT OF
                                         (Name), LLC, (Date)
                                            Page 31 of 34
                             SCHEDULE I
                             MEMBERSHIP



Member; New Address   Initial Capital/In Kind Contribution     Membership
                                                               Interest
Name                                                           (%)

(Name)                (Initial Capital/ or In Kind             (%)
(Address)             Contribution)
(Name)                (Initial Capital/In Kind Contribution)   (%)
(Address)




                          OPERATING AGREEMENT OF
                              (Name), LLC, (Date)
                                 Page 32 of 34
      SCHEDULE II
DESIGNATION OF MANAGER

    Managers Name Here




    OPERATING AGREEMENT OF
        (Name), LLC, (Date)
           Page 33 of 34
                                     SCHEDULE III
                                  LIABILITY CEILING

Limit of Liability is $1,000.00




                                  OPERATING AGREEMENT OF
                                      (Name), LLC, (Date)
                                         Page 34 of 34

				
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Description: Operating Agreement LLC for a commercial real estate partnership -comprehensive agreement outlining the terms and conditions of a real estate partnership owning multiple properties includes buy sell agreements and exhibits. Pages: 32