MULTI-MEMBER LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF [COMPANY NAME], LLC

(a [State] Limited Liability Company)

Effective Date: [EFFECTIVE DATE]

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Formation; Name; Purpose; Term
4. Members; Capital Contributions
5. Allocations of Profits and Losses
6. Distributions
7. Management and Voting
8. Meetings of Members
9. Tax Matters
10. Books, Records, and Reports
11. Transfers of Membership Interests
12. Additional Members; Withdrawal
13. Dissolution and Winding-Up
14. Indemnification; Limitation of Liability
15. Dispute Resolution
16. General Provisions
17. Execution Block
18. Exhibits

1. DOCUMENT HEADER AND RECITALS

1.1 Parties

This Multi-Member Operating Agreement (this "Agreement") is made and entered into as of the Effective Date by and among the following Members:

(each a "Member" and collectively, the "Members")

1.2 Recitals

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

B. The Members desire to set forth their respective rights, duties, and obligations with respect to the Company.

C. The Members intend for this Agreement to constitute the "limited liability company agreement" or "operating agreement" of the Company as provided under the [STATE] Limited Liability Company Act.

D. The Members intend for the Company to be treated as a partnership for U.S. federal income tax purposes.

[// GUIDANCE (Delaware): Under 6 Del. C. Section 18-101(7), the operating agreement is binding on all members whether or not they execute it. Freedom of contract is the cornerstone of Delaware LLC law.]

[// GUIDANCE (ULLCA): Under ULLCA Section 110, the operating agreement governs relations among members, between members and the LLC, and the rights and duties of managers.]

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

2. DEFINITIONS

"Act" means the [STATE] Limited Liability Company Act, as amended. [For Delaware: 6 Del. C. Section 18-101 et seq.]

"Adjusted Capital Account Deficit" means the deficit balance, if any, in a Member's Capital Account as of the end of any fiscal year, after giving effect to adjustments required under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Agreement" means this Multi-Member Operating Agreement, as amended.

"Assignee" means a transferee of a Membership Interest who has not been admitted as a Member.

"Capital Account" means the account maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

"Capital Contribution" means the total amount of cash, property, or services contributed to the Company by a Member.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means [COMPANY NAME], LLC.

"Distributable Cash" means cash funds determined by the Members to be available for distribution after payment of or provision for expenses, liabilities, and reasonable reserves.

"Effective Date" means the date first written above.

"Majority Vote" or "Majority in Interest" means Members holding more than fifty percent (50%) of the Percentage Interests.

"Member" means each Person named as a party to this Agreement and any Person subsequently admitted as a Member.

"Membership Interest" means a Member's entire ownership interest in the Company, including rights to distributions, allocations, voting, and information.

"Percentage Interest" means a Member's percentage ownership interest as set forth on Exhibit A, as adjusted from time to time.

"Person" means any individual, corporation, partnership, limited liability company, trust, estate, or other entity.

"Supermajority Vote" means Members holding at least [66.67 / 75 / OTHER]% of the Percentage Interests.

"Transfer" means any sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary.

"Treasury Regulations" means the regulations promulgated under the Code.

3. FORMATION; NAME; PURPOSE; TERM

3.1 Formation

The Company was formed as a [STATE] limited liability company by filing a Certificate of Formation (or Articles of Organization) with the [STATE] Secretary of State on [FORMATION DATE].

3.2 Name

The name of the Company is [COMPANY NAME], LLC. The Company may conduct business under such trade names as the Members may approve.

3.3 Registered Office and Agent

The Company's registered office in [STATE] is:

[REGISTERED AGENT ADDRESS]

The Company's registered agent at such address is: [REGISTERED AGENT NAME]

[// GUIDANCE (Delaware 2025 Amendment): Per 6 Del. C. Section 18-104, as amended effective August 1, 2025, a registered agent may not perform its duties solely through a virtual office or mail forwarding service.]

3.4 Principal Place of Business

The principal place of business of the Company is:

[PRINCIPAL BUSINESS ADDRESS]

The principal place of business may be changed by Majority Vote of the Members.

3.5 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act, including but not limited to: [DESCRIBE PRIMARY BUSINESS PURPOSE].

3.6 Term

The Company shall continue in existence until dissolved in accordance with this Agreement or as required by law.

4. MEMBERS; CAPITAL CONTRIBUTIONS

4.1 Initial Members and Contributions

The initial Members and their Capital Contributions are set forth on Exhibit A attached hereto.

4.2 Capital Accounts

A separate Capital Account shall be maintained for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). Each Capital Account shall be:

a. Increased by: (i) Capital Contributions, (ii) allocations of Profits, and (iii) the fair market value of any property contributed (net of liabilities);

b. Decreased by: (i) distributions, (ii) allocations of Losses, and (iii) the fair market value of any property distributed (net of liabilities).

4.3 Additional Contributions

a. No Member shall be required to make any additional Capital Contributions without such Member's prior written consent.

b. If additional capital is needed, the Members may by Majority Vote call for additional Capital Contributions. Each Member shall have the right (but not the obligation) to contribute such Member's pro rata share based on Percentage Interests.

c. A Member who fails to contribute when additional contributions are called may have such Member's Percentage Interest diluted in accordance with a formula approved by the contributing Members.

4.4 Loans by Members

Any Member may, with approval of a Majority in Interest, make loans to the Company. Such loans shall bear interest at [RATE]% per annum (or the applicable federal rate, if higher) and shall not be treated as Capital Contributions.

4.5 No Interest on Capital

No Member shall be entitled to receive interest on Capital Contributions or Capital Account balances.

4.6 Return of Capital

No Member has the right to demand or receive a return of Capital Contributions except upon dissolution or as otherwise provided herein.

4.7 Capital Contribution Represented by Units (Optional)

☐ Units Elected: Membership Interests shall be represented by units ("Units"). The initial Units issued are set forth on Exhibit A.

5. ALLOCATIONS OF PROFITS AND LOSSES

5.1 Profits

Except as otherwise provided in this Agreement, Profits for any fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests.

5.2 Losses

Except as otherwise provided in this Agreement, Losses for any fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests; provided, however, that Losses shall not be allocated to a Member to the extent such allocation would cause or increase an Adjusted Capital Account Deficit.

5.3 Special Allocations

The following special allocations shall be made in the following order:

a. Minimum Gain Chargeback: As required by Treasury Regulation Section 1.704-2(f).

b. Member Minimum Gain Chargeback: As required by Treasury Regulation Section 1.704-2(i)(4).

c. Qualified Income Offset: As required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

d. Gross Income Allocation: If any Member has an Adjusted Capital Account Deficit at the end of any fiscal year, such Member shall be allocated items of gross income in an amount sufficient to eliminate such deficit.

5.4 Tax Allocations

For income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated in accordance with the allocations of corresponding Profits and Losses, subject to Code Section 704(c) principles for contributed property.

5.5 Varying Interests

If Percentage Interests change during a fiscal year, allocations shall be made in accordance with any reasonable method permitted under Code Section 706.

6. DISTRIBUTIONS

6.1 Distributions Generally

Distributions of Distributable Cash shall be made at such times and in such amounts as determined by a Majority Vote of the Members; provided, however, that distributions shall be made in proportion to the Members' respective Percentage Interests.

6.2 Tax Distributions

The Company shall, to the extent Distributable Cash is available, distribute to each Member no later than [DATE - typically 15 days before quarterly estimated tax due dates] an amount sufficient to enable such Member to pay estimated income taxes on Company income allocated to such Member ("Tax Distributions"). Tax Distributions shall be treated as advances against other distributions.

6.3 Limitation on Distributions

No distribution shall be made if, after giving effect to such distribution:

a. The Company would not be able to pay its debts as they become due in the ordinary course of business; or

b. The Company's total assets would be less than the sum of its total liabilities.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-607 prohibits distributions that would render the LLC unable to pay its debts.]

[// GUIDANCE (ULLCA): ULLCA Section 405 contains similar distribution restrictions.]

6.4 Distributions in Kind

A Member may not demand distribution in any form other than cash. However, the Members may by unanimous consent authorize distributions in kind.

7. MANAGEMENT AND VOTING

7.1 Member-Managed Company

The Company shall be member-managed. Each Member shall have the right to participate in the management and conduct of the Company's business.

[// GUIDANCE: For manager-managed LLCs, use the separate manager-managed operating agreement template.]

7.2 Voting Rights

Each Member shall be entitled to vote on Company matters. Unless otherwise provided, each Member's vote shall be in proportion to such Member's Percentage Interest.

7.3 Actions Requiring Majority Vote

The following actions require approval by a Majority Vote:

a. Approval of the annual budget;
b. Incurrence of debt up to $[AMOUNT];
c. Hiring of employees and consultants;
d. Entering into contracts in the ordinary course of business;
e. Opening and maintaining bank accounts;
f. Purchase or sale of assets in the ordinary course;
g. Other matters in the ordinary course of business.

7.4 Actions Requiring Supermajority or Unanimous Vote

The following actions require approval by [Supermajority / Unanimous] Vote:

a. Amendment of this Agreement;
b. Admission of new Members;
c. Incurrence of debt exceeding $[AMOUNT];
d. Sale of all or substantially all Company assets;
e. Merger, consolidation, or conversion;
f. Dissolution of the Company;
g. Any action outside the ordinary course of business;
h. Initiation or settlement of litigation involving claims exceeding $[AMOUNT];
i. Transactions with Members or Affiliates;
j. Changes to Percentage Interests (except by dilution for non-contribution);
k. Amendments to the Certificate of Formation.

[// GUIDANCE (ULLCA): Under ULLCA Section 407, default rules require majority consent for ordinary matters and unanimous consent for matters outside the ordinary course.]

7.5 Deadlock

If the Members are unable to reach agreement on any matter requiring a vote, the Members shall:

☐ Submit the matter to mediation under Section 15.3;
☐ Resolve the deadlock by [OTHER MECHANISM: e.g., casting vote to designated Member, buy-sell provision, dissolution right];
☐ [OTHER DEADLOCK RESOLUTION MECHANISM]

7.6 Authority to Bind

Subject to the voting requirements above, any Member may bind the Company with respect to matters in the ordinary course of business.

7.7 Standard of Care and Fiduciary Duties

a. Each Member shall act in good faith and in a manner such Member reasonably believes to be in the best interests of the Company.

b. ☐ Full Fiduciary Duties: Each Member owes to the Company and the other Members the fiduciary duties of loyalty and care.

☐ Modified Fiduciary Duties: The Members agree that the duties of loyalty and care are modified as follows: [DESCRIBE MODIFICATIONS].

☐ Eliminated Fiduciary Duties (Delaware only): To the fullest extent permitted by 6 Del. C. Section 18-1101(c), all fiduciary duties are eliminated; provided, however, that the implied contractual covenant of good faith and fair dealing is not eliminated.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-1101(c) permits elimination of fiduciary duties. ULLCA Section 110(d) permits modification but not elimination of the duty of loyalty and care.]

8. MEETINGS OF MEMBERS

8.1 Annual Meeting

The Members shall hold an annual meeting on [DATE/TIMEFRAME] each year, or at such other time as the Members may agree.

8.2 Special Meetings

Special meetings may be called by any Member upon at least [10] days' written notice to all Members, stating the purpose of the meeting.

8.3 Notice

Notice of any meeting shall be given in writing to each Member at least [10] days before the meeting (or [48] hours for emergency meetings). Notice may be waived in writing.

8.4 Quorum

A quorum shall consist of Members holding at least [50 / OTHER]% of the Percentage Interests. No business shall be transacted without a quorum.

8.5 Telephonic and Electronic Meetings

Members may participate in meetings by telephone, video conference, or other electronic means that permit all participants to communicate simultaneously.

8.6 Action Without Meeting

Any action that may be taken at a meeting may be taken without a meeting if all Members entitled to vote consent in writing (or by electronic transmission).

8.7 Minutes

Minutes of each meeting shall be kept and distributed to all Members.

9. TAX MATTERS

9.1 Tax Classification

The Company shall be classified as a partnership for U.S. federal and, where applicable, state income tax purposes. The Company shall not elect to be classified as a corporation without unanimous consent.

9.2 Partnership Representative

[MEMBER NAME] shall serve as the Partnership Representative (or "Tax Matters Partner" for pre-2018 audits) pursuant to Code Section 6223 and Treasury Regulations thereunder. The Partnership Representative shall:

a. Receive all notices from the IRS concerning audits;
b. Represent the Company in any tax proceedings;
c. Make decisions regarding settlement of tax audits (with approval of a Majority Vote for settlements exceeding $[AMOUNT]);
d. Keep Members informed of all material tax matters.

9.3 Tax Returns

The Partnership Representative shall cause the preparation and timely filing of all Company tax returns. The Company shall furnish each Member with a Schedule K-1 (or equivalent) within [90] days after the close of each fiscal year.

9.4 Tax Elections

The Company may make the following elections upon approval of a Majority Vote:

a. Election under Code Section 754 to adjust basis of property;
b. Election of accounting methods;
c. Any other tax election not inconsistent with this Agreement.

9.5 Withholding

The Company is authorized to withhold from distributions any amounts required to be withheld under federal, state, or local tax law. Amounts withheld shall be treated as distributions to the applicable Member.

10. BOOKS, RECORDS, AND REPORTS

10.1 Books and Records

The Company shall maintain at its principal place of business:

a. A current list of Members' names, addresses, and Percentage Interests;
b. Copies of the Certificate of Formation and all amendments;
c. Copies of this Agreement and all amendments;
d. Copies of tax returns for the prior [3-5] years;
e. Financial statements for the prior [3-5] years;
f. Records of all Capital Contributions and distributions;
g. Minutes of all Member meetings and written consents.

10.2 Inspection Rights

Each Member (or the Member's designated representative) may inspect and copy Company books and records during normal business hours upon reasonable notice for any purpose reasonably related to the Member's interest in the Company.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-305 provides inspection rights; the operating agreement may expand or restrict these rights.]

10.3 Financial Reports

The Company shall provide to each Member:

a. Quarterly: Unaudited financial statements within [45] days after quarter end;
b. Annually: Year-end financial statements within [90] days after fiscal year end.

☐ Annual financial statements shall be [audited / reviewed / compiled] by an independent CPA.

10.4 Accounting Method

The Company shall keep its books on the [cash / accrual] basis of accounting, consistently applied.

10.5 Bank Accounts

The Company shall maintain one or more bank accounts in the Company's name. Checks or withdrawals exceeding $[AMOUNT] shall require [NUMBER] signatures.

11. TRANSFERS OF MEMBERSHIP INTERESTS

11.1 Restrictions on Transfer

No Member may Transfer all or any portion of such Member's Membership Interest except in compliance with this Section 11.

11.2 Permitted Transfers

A Member may Transfer Membership Interests without consent to:

a. An Affiliate of the Member;
b. A trust for the benefit of the Member or the Member's immediate family;
c. The Member's spouse, children, or grandchildren;
d. Another existing Member.

11.3 Right of First Refusal

a. Before any Transfer to a third party (other than Permitted Transfers), the transferring Member ("Selling Member") shall first offer the Membership Interest to the Company and then to the other Members ("Non-Selling Members") on the same terms.

b. The Selling Member shall deliver written notice ("Offer Notice") specifying the proposed transferee, price, and material terms.

c. The Company shall have [30] days to elect to purchase. If the Company declines, the Non-Selling Members shall have [30] additional days to elect to purchase pro rata (or in such other proportions as they may agree).

d. If neither the Company nor the Non-Selling Members elect to purchase, the Selling Member may complete the Transfer to the proposed transferee on terms no more favorable than those in the Offer Notice, provided such Transfer is completed within [90] days.

11.4 Tag-Along Rights

If a Member proposes to Transfer Membership Interests to a third party that would result in the transferee holding more than [50]% of the Percentage Interests, each Non-Selling Member shall have the right to participate in such Transfer on the same terms and conditions, pro rata based on Percentage Interests.

11.5 Drag-Along Rights

If Members holding at least [75]% of the Percentage Interests approve a sale of all Membership Interests or substantially all assets to a third party, such Members may require all other Members to sell their Membership Interests on the same terms and conditions.

11.6 Admission of Transferee as Member

A transferee of a Membership Interest shall be admitted as a substituted Member only upon:

a. Approval by a Majority Vote of the non-transferring Members;
b. Execution of a written instrument agreeing to be bound by this Agreement;
c. Payment of reasonable transfer expenses; and
d. Compliance with applicable securities laws.

11.7 Effect of Transfer Without Admission

A transferee who is not admitted as a Member shall be an Assignee entitled only to receive distributions and allocations attributable to the transferred interest, but shall have no right to vote, receive information, or participate in management.

12. ADDITIONAL MEMBERS; WITHDRAWAL

12.1 Admission of Additional Members

Additional Members may be admitted upon:

a. Approval by [Supermajority / Unanimous] Vote;
b. Execution of this Agreement (or joinder thereto); and
c. Making a Capital Contribution as determined by the Members.

12.2 Withdrawal

a. No Member may voluntarily withdraw from the Company prior to dissolution without the consent of all other Members.

b. A Member who attempts to withdraw without consent shall remain liable for all obligations under this Agreement and shall not be entitled to any distribution until dissolution.

12.3 Expulsion

A Member may be expelled upon [Supermajority / Unanimous] Vote of the other Members if:

a. The Member materially breaches this Agreement and fails to cure within [30] days after notice;
b. The Member becomes bankrupt or insolvent;
c. The Member is convicted of a crime involving moral turpitude or fraud; or
d. The Member's continued membership would cause the Company to lose a material license or permit.

Upon expulsion, the expelled Member shall be treated as having offered to sell such Member's Membership Interest pursuant to Section 11.3.

13. DISSOLUTION AND WINDING-UP

13.1 Events of Dissolution

The Company shall dissolve upon the earliest of:

a. The vote of Members holding at least [Supermajority / Unanimous] Percentage Interests;

b. Entry of a judicial decree of dissolution under the Act;

c. The occurrence of any event that makes it unlawful for the Company to continue;

d. The death, withdrawal, expulsion, bankruptcy, or dissolution of a Member, unless within [90] days the remaining Members vote to continue the Company; or

e. Sale of all or substantially all Company assets and distribution of proceeds.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-801 lists dissolution events. The operating agreement may modify these defaults.]

[// GUIDANCE (ULLCA): ULLCA Section 701 lists default dissolution events.]

13.2 Winding-Up

Upon dissolution, a liquidating Member or agent appointed by a Majority Vote shall wind up the Company's affairs by:

a. Collecting all Company assets;

b. Paying or providing for all debts and liabilities in the following order of priority:
(i) Debts to creditors other than Members;
(ii) Debts to Members (other than for distributions);
(iii) Any reserves for contingent liabilities;

c. Distributing remaining assets to Members in accordance with their positive Capital Account balances (after making final allocations).

13.3 Distributions Upon Liquidation

Liquidating distributions shall be made within [90] days after dissolution (or as soon as practicable) in the following order:

a. To creditors (including Members who are creditors);
b. To Members in proportion to their positive Capital Account balances.

13.4 Certificate of Cancellation

Upon completion of winding-up, a Certificate of Cancellation (or Articles of Dissolution) shall be filed with the [STATE] Secretary of State.

13.5 Deficit Capital Account

No Member with a deficit Capital Account balance upon liquidation shall be required to restore such deficit.

14. INDEMNIFICATION; LIMITATION OF LIABILITY

14.1 Limited Liability

No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.

[// GUIDANCE (Delaware): 6 Del. C. Section 18-303 provides statutory limited liability protection.]

14.2 Indemnification

To the fullest extent permitted by the Act, the Company shall indemnify each Member, and their respective Affiliates, officers, directors, employees, and agents (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Company's business, except for:

a. Acts or omissions constituting bad faith, fraud, or willful misconduct;
b. Knowing violations of law; or
c. Any transaction from which such Indemnified Party derived an improper personal benefit.

14.3 Advancement of Expenses

The Company shall advance expenses (including attorneys' fees) incurred by an Indemnified Party in defending any proceeding within [30] days of written request, subject to an undertaking to repay if indemnification is ultimately unavailable.

14.4 Insurance

The Company may purchase and maintain insurance on behalf of Indemnified Parties, whether or not the Company would have the power to indemnify such persons.

14.5 Limitation on Damages

IN NO EVENT SHALL ANY MEMBER BE LIABLE TO THE COMPANY OR ANY OTHER MEMBER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of:

☐ Delaware (without regard to conflict of laws principles)
☐ [OTHER STATE] (without regard to conflict of laws principles)
☐ State of Formation ([STATE])

15.2 Forum Selection

Any legal action or proceeding arising out of this Agreement shall be brought exclusively in the courts located in [STATE/COUNTY], and each Member irrevocably consents to the personal jurisdiction of such courts.

[// GUIDANCE (Delaware): Consider designating the Court of Chancery of Delaware for LLC disputes.]

15.3 Mediation

Before commencing litigation or arbitration, the Members shall attempt in good faith to resolve any dispute through non-binding mediation administered by [MEDIATION PROVIDER] in [LOCATION].

15.4 Arbitration (Optional)

☐ Arbitration Elected: Any dispute not resolved through mediation shall be finally settled by binding arbitration administered by [AAA / JAMS / OTHER] in [LOCATION] under its [Commercial Arbitration Rules / other rules]. Judgment on the award may be entered in any court of competent jurisdiction.

15.5 Waiver of Jury Trial (Optional)

☐ Jury Waiver Elected: EACH MEMBER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

15.6 Attorneys' Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

15.7 Injunctive Relief

Nothing in this Section 15 shall limit any Member's right to seek injunctive or other equitable relief from any court of competent jurisdiction.

16. GENERAL PROVISIONS

16.1 Amendments

This Agreement may be amended only by a written instrument signed by Members holding at least [Supermajority / Unanimous] Percentage Interests; provided, however, that no amendment shall disproportionately and adversely affect any Member without such Member's consent.

16.2 Waivers

No waiver of any breach shall be effective unless in writing. No waiver on one occasion shall constitute a waiver of any future breach.

16.3 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to render it valid.

16.4 Entire Agreement

This Agreement (including all Exhibits) constitutes the entire agreement among the Members and supersedes all prior agreements, understandings, and negotiations.

16.5 Notices

All notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt) to the addresses set forth on Exhibit A or such other address as a Member may designate.

16.6 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Signatures transmitted electronically shall be deemed original signatures.

16.7 Successors and Assigns

This Agreement shall bind and inure to the benefit of the Members and their respective heirs, executors, administrators, successors, and permitted assigns.

16.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Members and shall not confer any rights upon any third party.

16.9 Headings

Section headings are for convenience only and shall not affect interpretation.

16.10 Construction

This Agreement shall be construed without regard to any presumption against the party causing it to be drafted.

17. EXECUTION BLOCK

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

MEMBERS:

If Member is an Entity:

[ENTITY NAME]

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

EXHIBIT A - MEMBERS, CONTRIBUTIONS, AND PERCENTAGE INTERESTS

EXHIBIT B - FORM OF JOINDER AGREEMENT

The undersigned hereby agrees to become a party to the Multi-Member Operating Agreement of [COMPANY NAME], LLC, dated [DATE] (the "Agreement"), and agrees to be bound by all terms and conditions thereof as a Member.

Signature: _________________________________
Printed Name: _________________________________
Address: _________________________________
Capital Contribution: $_________________________________
Percentage Interest: _________________________________%
Date: _________________________________

EXHIBIT C - SPOUSAL CONSENT (IF APPLICABLE)

I, [SPOUSE NAME], spouse of [MEMBER NAME], have read and understand the Operating Agreement. I consent to the terms of this Agreement and agree that my community property interest (if any) in the Membership Interest shall be subject to the terms of this Agreement, including transfer restrictions.

Signature: _________________________________
Date: _________________________________

[END OF DOCUMENT]