**LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF
[COMPANY NAME], LLC
(an Alaska Limited Liability Company)**

[Effective Date: __________]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Formation; Name; Term
4. Purpose & Powers
5. Capital Contributions; Units; Capital Accounts
6. Management & Voting
7. Distributions
8. Tax Treatment & Accounting
9. Books, Records, and Information Rights
10. Representations & Warranties
11. Covenants & Restrictions
12. Default & Remedies
13. Risk Allocation (Indemnification; Liability Limitations; Insurance)
14. Transfers of Interests
15. Dissolution & Winding-Up
16. Dispute Resolution
17. General Provisions
18. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Limited Liability Company Operating Agreement (this "Agreement") is entered into by and among:

a. [Member 1 Legal Name], a [state] resident/entity,
b. [Member 2 Legal Name], ..., and
c. [Additional Members, if any] (collectively, the "Members," and each individually, a "Member"),

with reference to the following facts and intentions (the "Recitals").

1.2 Recitals

A. The Members formed [Company Name], LLC, an Alaska limited liability company (the "Company"), pursuant to the Alaska Revised Limited Liability Company Act (AS 10.50) (as amended, the "Act").
B. The Members desire to set forth their respective rights and obligations and the terms governing the Company.
C. The Members intend that the Company be treated as a [check one: partnership / disregarded entity / corporation] for U.S. federal and applicable state income tax purposes.

NOW, THEREFORE, the Members agree as follows:

15. DISPUTE RESOLUTION

15.1 Governing Law. This Agreement and all claims arising hereunder shall be governed by and construed in accordance with the laws of the State of Alaska without regard to its conflict of laws principles.

15.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Alaska for any action arising out of or relating to this Agreement.

15.3 Arbitration (Optional). Any dispute not resolved within thirty (30) days after notice may, upon mutual written election, be finally settled by binding arbitration in Anchorage, Alaska.

15.4 Jury Trial Waiver (Optional). EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

15.5 Injunctive Relief. Any party may seek interim or permanent injunctive relief in any court of competent jurisdiction to prevent actual or threatened breach.

17. EXECUTION BLOCK

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