AMENDMENT NO. [NUMBER]

TO THE

OPERATING AGREEMENT

OF [COMPANY NAME], LLC

(a [State] Limited Liability Company)

Effective Date: [EFFECTIVE DATE]

RECITALS

A. [COMPANY NAME], LLC, a [STATE] limited liability company (the "Company"), was formed on [FORMATION DATE] by the filing of a Certificate of Formation (or Articles of Organization) with the [STATE] Secretary of State.

B. The members of the Company entered into an Operating Agreement dated [ORIGINAL AGREEMENT DATE] (as previously amended, the "Operating Agreement").

C. The [Members / Managers / Requisite Members] desire to amend the Operating Agreement as set forth herein.

D. Section [AMENDMENT SECTION NUMBER] of the Operating Agreement provides that the Operating Agreement may be amended by [DESCRIBE APPROVAL REQUIREMENT: e.g., "the written consent of Members holding at least [__]% of the Percentage Interests" or "unanimous consent of the Members"].

E. The undersigned constitute the required [Members / Managers] necessary to approve this Amendment.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-302 provides that the operating agreement governs amendment procedures. If the operating agreement is silent, Delaware courts generally require unanimous consent.]

[// GUIDANCE (ULLCA): ULLCA Section 110(a)(1) provides that the operating agreement governs relations among members and between members and the LLC. ULLCA Section 407 provides default rules if the operating agreement is silent.]

AMENDMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the undersigned agree as follows:

1. Definitions

Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Operating Agreement.

2. Amendments

The Operating Agreement is hereby amended as follows:

OPTION A: SPECIFIC SECTION AMENDMENT

2.1 Amendment to Section [__]

Section [SECTION NUMBER] of the Operating Agreement, entitled "[SECTION TITLE]," is hereby deleted in its entirety and replaced with the following:

"[INSERT NEW LANGUAGE FOR THE SECTION]"

2.2 Amendment to Section [__]

Section [SECTION NUMBER] of the Operating Agreement, entitled "[SECTION TITLE]," is hereby amended by:

☐ Deleting the following language:

"[LANGUAGE TO BE DELETED]"

☐ Adding the following language [at the end of / before / after the [__] sentence of] such Section:

"[LANGUAGE TO BE ADDED]"

☐ Replacing the following language:

"[OLD LANGUAGE]"

with the following:

"[NEW LANGUAGE]"

OPTION B: AMENDMENT TO ADD NEW MEMBER

2.1 Admission of New Member

Effective as of the Effective Date, [NEW MEMBER NAME] (the "New Member") is hereby admitted to the Company as a Member.

2.2 Capital Contribution

The New Member has contributed or agrees to contribute to the Company the following as a Capital Contribution:

2.3 Amendment to Exhibit A (Members and Percentage Interests)

Exhibit A to the Operating Agreement is hereby deleted and replaced with the new Exhibit A attached hereto.

Revised Exhibit A - Members and Percentage Interests:

2.4 Joinder

The New Member, by executing this Amendment, agrees to be bound by all of the terms and conditions of the Operating Agreement as amended hereby.

OPTION C: AMENDMENT TO CHANGE MANAGEMENT STRUCTURE

2.1 Change from Member-Managed to Manager-Managed

Section [__] of the Operating Agreement is hereby amended to provide that the Company shall be a "manager-managed" limited liability company. Management authority shall be vested exclusively in the Managers appointed pursuant to the Operating Agreement as amended hereby.

2.2 Appointment of Initial Managers

The following persons are hereby appointed as the initial Managers of the Company:

2.3 Authority of Managers

The Managers shall have full and exclusive authority to manage the Company's business and affairs, subject to the limitations set forth in the Operating Agreement as amended hereby.

OPTION D: AMENDMENT TO CHANGE PROFIT/LOSS ALLOCATIONS OR DISTRIBUTIONS

2.1 Amendment to Allocations

Section [__] of the Operating Agreement (Allocations of Profits and Losses) is hereby amended to provide as follows:

"[INSERT NEW ALLOCATION PROVISIONS]"

2.2 Amendment to Distributions

Section [__] of the Operating Agreement (Distributions) is hereby amended to provide as follows:

"[INSERT NEW DISTRIBUTION PROVISIONS]"

OPTION E: AMENDMENT TO TRANSFER RESTRICTIONS

2.1 Amendment to Transfer Provisions

Section [__] of the Operating Agreement (Transfers of Membership Interests) is hereby amended to [add / delete / modify] the following provisions:

"[INSERT AMENDED TRANSFER PROVISIONS]"

OPTION F: GENERAL FORM - CUSTOMIZABLE

2.1 Amendment

[DESCRIBE THE SPECIFIC AMENDMENTS BEING MADE. BE PRECISE ABOUT WHICH SECTIONS ARE BEING AMENDED AND THE EXACT CHANGES.]

3. Effect on Operating Agreement

Except as specifically amended hereby, the Operating Agreement remains in full force and effect. In the event of any conflict between the terms of this Amendment and the terms of the Operating Agreement, this Amendment shall control.

4. Ratification

The Members hereby ratify and confirm the Operating Agreement, as amended by this Amendment.

5. References

From and after the Effective Date, all references to the Operating Agreement shall be deemed to refer to the Operating Agreement as amended by this Amendment.

6. Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.

7. Counterparts; Electronic Signatures

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original. Signatures transmitted electronically (including by PDF, DocuSign, or similar means) shall be deemed original signatures.

8. Entire Agreement

This Amendment, together with the Operating Agreement, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

EXECUTION

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date first written above.

MEMBERS:

If Member is an Entity:

[ENTITY NAME]

By: ___________________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _________________________________

MANAGERS (if required):

NEW MEMBER (if applicable):

_________________________________________
[NEW MEMBER NAME]
Date: _________________________________

CONSENT AND ACKNOWLEDGMENT

The undersigned Members, constituting [all of the Members / Members holding at least [__]% of the Percentage Interests], hereby consent to and approve this Amendment No. [NUMBER] to the Operating Agreement.

SECRETARY'S / MANAGER'S CERTIFICATE

I, [NAME], [Secretary / Manager] of [COMPANY NAME], LLC, hereby certify that:

1. The foregoing Amendment No. [NUMBER] to the Operating Agreement was duly adopted by the requisite vote or consent of the Members in accordance with Section [__] of the Operating Agreement;

2. This Amendment is effective as of [EFFECTIVE DATE]; and

3. The Operating Agreement, as amended by this Amendment, is in full force and effect.

_________________________________________
[NAME]
[Secretary / Manager]
Date: _________________________________

COMMON AMENDMENT SCENARIOS

The following are common reasons to amend an Operating Agreement:

Membership Changes:
☐ Admission of new members
☐ Withdrawal or expulsion of members
☐ Change in members' percentage interests
☐ Transfer of membership interests

Management Changes:
☐ Change from member-managed to manager-managed (or vice versa)
☐ Appointment or removal of managers
☐ Change in voting requirements
☐ Addition of officers

Economic Changes:
☐ Change in capital contribution requirements
☐ Change in profit/loss allocation
☐ Change in distribution priorities
☐ Tax distribution provisions

Governance Changes:
☐ Change in approval thresholds (majority/supermajority/unanimous)
☐ Change in meeting or notice requirements
☐ Change in deadlock resolution provisions
☐ Addition of buy-sell provisions

Other Changes:
☐ Change in fiscal year
☐ Change in purpose clause
☐ Change in registered agent
☐ Update to indemnification provisions
☐ Correction of errors

[END OF DOCUMENT]