LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________], L.L.C.

A Louisiana Limited Liability Company

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THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the Members identified in Schedule A attached hereto and incorporated herein by reference.

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RECITALS

WHEREAS, the Members desire to form a limited liability company under the Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq. (the "Act");

WHEREAS, Articles of Organization for the Company were filed with the Louisiana Secretary of State on [__/__/____];

WHEREAS, Louisiana is a civil law jurisdiction with legal traditions derived from the Napoleonic Code and French and Spanish civil law, and the Members acknowledge that Louisiana law differs from common law jurisdictions in certain material respects;

WHEREAS, Louisiana is a community property state pursuant to La. Civil Code Art. 2338, and the Members acknowledge the potential community property implications of membership interests;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

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ARTICLE I - DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq., as amended from time to time.

(b) "Agreement" means this Limited Liability Company Operating Agreement, as amended, modified, or restated from time to time.

(c) "Articles of Organization" means the Articles of Organization filed with the Louisiana Secretary of State to form the Company, as amended from time to time.

(d) "Assignee" means a Person who has acquired an economic interest in a Membership Interest but who has not been admitted as a Member.

(e) "Capital Account" means the account maintained for each Member in accordance with Section 5.3 of this Agreement.

(f) "Capital Contribution" means any contribution of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to render services made by a Member to the Company.

(g) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(h) "Company" means [________________________________], L.L.C., a Louisiana limited liability company.

(i) "Distributable Cash" means all cash received by the Company from operations and all other sources, less (i) all cash disbursements for operating expenses and capital expenditures, (ii) all debt service payments, and (iii) reasonable reserves for working capital, contingencies, and future obligations.

(j) "Distribution" means any transfer of money or property by the Company to a Member with respect to the Member's Membership Interest.

(k) "Fiscal Year" means the Company's fiscal year, which shall be the calendar year unless otherwise determined by the Members.

(l) "Majority Vote" or "Majority in Interest"** means the affirmative vote or consent of Members holding more than fifty percent (50%) of the Percentage Interests of all Members entitled to vote.

(m) "Manager" means any Person designated as a Manager of the Company pursuant to Article VIII of this Agreement.

(n) "Member" means any Person who has been admitted to the Company as a member and who holds a Membership Interest, as reflected in Schedule A.

(o) "Membership Interest" means a Member's entire interest in the Company, including the Member's economic interest (right to share in profits, losses, and distributions), voting rights, and other rights and obligations under this Agreement and the Act.

(p) "Percentage Interest" means, with respect to each Member, the percentage set forth opposite such Member's name on Schedule A, as adjusted from time to time.

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

(r) "Tax Matters Partner" or "Partnership Representative"** means the Person designated pursuant to Section 14.2 to act on behalf of the Company in tax matters.

(s) "Transfer" means any sale, assignment, gift, pledge, encumbrance, hypothecation, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

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ARTICLE II - FORMATION AND NAME

Section 2.1 Formation. The Members hereby form a limited liability company pursuant to the provisions of the Act by filing Articles of Organization with the Louisiana Secretary of State. The rights and obligations of the Members shall be governed by the Act, except as otherwise expressly provided in this Agreement or the Articles of Organization.

Section 2.2 Name. The name of the Company is:

[________________________________], L.L.C.

The Company may conduct business under this name or any assumed name(s) approved by the Members. All business of the Company shall be conducted in the Company's name or any permitted assumed name.

LOUISIANA REQUIREMENT: The Company name must contain "Limited Liability Company," "L.L.C.," or "LLC" as required by La. R.S. 12:1306.

Section 2.3 Principal Place of Business. The principal place of business of the Company shall be located at:

[________________________________]
[________________________________]
[________________________________], Louisiana [____]

The Company may establish other places of business as the Members or Manager(s) may determine.

Section 2.4 Registered Office and Agent. The registered office and registered agent of the Company in the State of Louisiana shall be:

Registered Agent: [________________________________]

Registered Office Address:
[________________________________]
[________________________________]
[________________________________], Louisiana [____]

The registered agent and registered office may be changed by filing a statement with the Louisiana Secretary of State signed by a Manager (if manager-managed) or by at least one Member (if member-managed) pursuant to La. R.S. 12:1309.

Section 2.5 Term. The Company shall have perpetual existence unless dissolved in accordance with Article XIII of this Agreement or the Act.

Section 2.6 Filing of Documents. The Members shall cause the Articles of Organization and any amendments thereto to be filed with the Louisiana Secretary of State. The Members shall also cause to be filed any other documents necessary or appropriate for the formation, continuation, and operation of a limited liability company in Louisiana and in any other jurisdiction where the Company may conduct business.

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ARTICLE III - PURPOSE AND POWERS

Section 3.1 Purpose. The Company is formed for the following purposes:

[________________________________]
[________________________________]
[________________________________]

and any other lawful business purpose permitted under the Act.

Section 3.2 Powers. The Company shall have all powers necessary, convenient, or incidental to accomplish the purposes set forth in Section 3.1, including but not limited to the power to:

(a) Acquire, own, hold, improve, manage, operate, lease, mortgage, pledge, sell, exchange, transfer, and dispose of real and personal property of every kind and description;

(b) Enter into, perform, and carry out contracts of any kind necessary to, in connection with, or incidental to the accomplishment of the purposes of the Company;

(c) Borrow money, issue evidences of indebtedness, and secure the same by mortgage, pledge, or other security interest;

(d) Lend money to and guarantee the obligations of others;

(e) Sue and be sued in the Company's own name;

(f) Hire employees, independent contractors, agents, and advisors;

(g) Establish retirement plans, profit-sharing plans, and other benefit plans for employees;

(h) Indemnify any Person in accordance with Article XII;

(i) Open and maintain bank accounts and invest Company funds;

(j) Merge with or convert into another entity as permitted by law; and

(k) Exercise all powers and privileges granted to limited liability companies by the Act and all other applicable laws.

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ARTICLE IV - MEMBERS AND OWNERSHIP INTERESTS

Section 4.1 Members. The names, addresses, Capital Contributions, and Percentage Interests of the Members are set forth in Schedule A attached hereto. Schedule A shall be amended from time to time to reflect changes in membership.

Section 4.2 Classes of Membership Interests. Unless otherwise specified in this Agreement or an amendment hereto, all Membership Interests shall be of a single class with identical rights, privileges, preferences, and obligations.

☐ The Company shall have the following classes of Membership Interests:

Class	Designation	Rights and Preferences
[____]	[________________________________]	[________________________________]
[____]	[________________________________]	[________________________________]

Section 4.3 Certificates. The Company:

☐ Shall issue certificates evidencing Membership Interests
☐ Shall not issue certificates evidencing Membership Interests

If certificates are issued, they shall contain a legend stating that the Membership Interests are subject to the restrictions set forth in this Agreement and applicable securities laws.

Section 4.4 Nature of Membership Interest. A Membership Interest is personal property. A Member has no interest in specific Company property. The Membership Interest of each Member shall be determined in accordance with this Agreement and shall not be affected by any increase or decrease in the value of Company property.

Section 4.5 Representations and Warranties of Members. Each Member represents and warrants to the Company and to each other Member that:

(a) Such Member has the legal capacity or authority to enter into this Agreement and to perform the Member's obligations hereunder;

(b) This Agreement constitutes the legal, valid, and binding obligation of such Member, enforceable in accordance with its terms;

(c) Such Member is acquiring the Membership Interest for investment purposes only and not with a view to distribution or resale;

(d) Such Member understands that the Membership Interest has not been registered under federal or state securities laws and may not be transferred except in compliance with such laws;

(e) Such Member has had the opportunity to consult with independent legal and tax counsel regarding the consequences of membership in the Company; and

(f) Such Member has disclosed the community property status of their Membership Interest as set forth in Schedule B.

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ARTICLE V - CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital Contributions. Each Member has made or agrees to make the initial Capital Contribution set forth opposite such Member's name on Schedule A. The agreed value of non-cash contributions is as stated on Schedule A.

Section 5.2 Additional Capital Contributions.

(a) No Member shall be required to make any additional Capital Contributions to the Company except as follows:

☐ No additional contributions required
☐ Additional contributions required upon the following terms: [________________________________]

(b) The Members may, by Majority Vote (or such other vote as specified below), require additional Capital Contributions from the Members in proportion to their Percentage Interests:

☐ Majority Vote required
☐ Unanimous consent required
☐ Other: [________________________________]

(c) If a Member fails to make a required additional Capital Contribution (a "Defaulting Member"), the non-defaulting Members may, in their discretion:

(i) Advance the defaulting amount and treat such advance as a loan to the Defaulting Member bearing interest at [____]% per annum;

(ii) Make the additional contribution themselves and receive an adjusted Percentage Interest; or

(iii) Exercise any other remedy available at law or in equity.

Section 5.3 Capital Accounts. A separate Capital Account shall be established and maintained for each Member in accordance with the following provisions:

(a) Each Member's Capital Account shall be credited with:
(i) The amount of money contributed by such Member;
(ii) The fair market value of property contributed by such Member (net of liabilities);
(iii) Allocations of Net Profits and items of income and gain; and
(iv) Any other amounts required by Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Each Member's Capital Account shall be debited with:
(i) The amount of money distributed to such Member;
(ii) The fair market value of property distributed to such Member (net of liabilities);
(iii) Allocations of Net Losses and items of deduction and loss; and
(iv) Any other amounts required by Treasury Regulations Section 1.704-1(b)(2)(iv).

(c) The Capital Accounts shall be maintained in accordance with the capital account maintenance rules of Treasury Regulations Section 1.704-1(b)(2)(iv).

Section 5.4 Withdrawal of Capital. Except as otherwise expressly provided in this Agreement, no Member shall have the right to:

(a) Withdraw or reduce such Member's Capital Contribution;

(b) Receive any Distribution or return of any Capital Contribution except as provided in this Agreement;

(c) Demand or receive property other than cash in return for such Member's Capital Contribution; or

(d) Receive interest on Capital Contributions.

Section 5.5 Loans by Members. Any Member may, with the consent of the Members holding a Majority in Interest, make loans to the Company. Such loans shall not be considered Capital Contributions and shall not increase the lending Member's Capital Account or Percentage Interest. The terms of any such loan, including interest rate and repayment schedule, shall be set forth in a separate written agreement.

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ARTICLE VI - ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 Net Profits and Net Losses. "Net Profits" and "Net Losses" mean, for each Fiscal Year, the Company's taxable income or loss for such year, determined in accordance with Code Section 703(a) (including all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1)), with the following adjustments:

(a) Any income of the Company exempt from federal income tax shall be included;

(b) Any expenditures described in Code Section 705(a)(2)(B) or treated as such pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be deducted;

(c) Gain or loss resulting from the disposition of Company property shall be computed by reference to the book value of such property rather than its adjusted tax basis; and

(d) In lieu of depreciation, amortization, and other cost recovery deductions, there shall be taken into account book depreciation computed in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

Section 6.2 General Allocation of Net Profits and Net Losses.

(a) Net Profits. Except as otherwise provided in this Article VI, Net Profits for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests.

(b) Net Losses. Except as otherwise provided in this Article VI, Net Losses for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests; provided, however, that Net Losses shall not be allocated to any Member to the extent such allocation would cause such Member to have a deficit Capital Account balance at the end of such Fiscal Year in excess of any amount such Member is obligated to restore pursuant to this Agreement or the Act.

Section 6.3 Special Allocations. The following special allocations shall be made in the following order of priority:

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year in proportion to their shares of the net decrease in Company Minimum Gain as determined under Treasury Regulations Section 1.704-2(g).

(b) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI (except Section 6.3(a)), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Minimum Gain shall be specially allocated items of Company income and gain for such Fiscal Year in proportion to their shares of the net decrease in Member Minimum Gain as determined under Treasury Regulations Section 1.704-2(i).

(c) Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate any deficit balance in such Member's Capital Account as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests.

(e) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Fiscal Year shall be allocated to the Member who bears the economic risk of loss for the Member Nonrecourse Debt to which such deductions are attributable.

Section 6.4 Curative Allocations. The allocations set forth in Section 6.3 (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the manner in which the Members intend to divide Company income, gain, loss, and deduction. Accordingly, the Members agree that other items of income, gain, loss, and deduction shall be allocated among the Members so as to eliminate the effect of the Regulatory Allocations on the Members' Capital Accounts and, to the extent possible, result in allocations that are consistent with the Members' economic interests.

Section 6.5 Tax Allocations. For federal, state, and local income tax purposes, all items of income, gain, loss, deduction, and credit shall be allocated among the Members in the same manner as their corresponding book items are allocated under this Article VI; provided, however, that allocations pursuant to Code Section 704(c) shall be made in accordance with the traditional method described in Treasury Regulations Section 1.704-3(b).

Section 6.6 Allocations Upon Transfer. If any Membership Interest is Transferred during any Fiscal Year, the Net Profits and Net Losses attributable to such interest for such Fiscal Year shall be allocated between the transferor and the transferee based on the portion of the Fiscal Year during which each was the owner of such interest, using any method permitted under Code Section 706 and the Treasury Regulations thereunder as determined by the Members.

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ARTICLE VII - DISTRIBUTIONS

Section 7.1 Distributions of Distributable Cash. Except as otherwise provided in this Agreement, Distributable Cash may be distributed to the Members at such times and in such amounts as the Members (or Manager(s), if applicable) shall determine.

Section 7.2 Order of Distributions. Distributions shall be made to the Members in the following order of priority:

(a) First, to the Members in proportion to and to the extent of any unpaid preferred returns, if any;

(b) Second, to the Members in proportion to their respective Percentage Interests.

Section 7.3 Distribution in Kind. Except as otherwise provided in this Agreement, no Member shall have the right to demand or receive distributions in any form other than cash. The Members (or Manager(s), if applicable) may, in their sole discretion, make distributions in kind. If any property is distributed in kind, such property shall be valued at its fair market value and the Capital Accounts of the Members shall be adjusted as if such property had been sold at fair market value and the proceeds distributed.

Section 7.4 Limitations on Distributions. Notwithstanding any other provision of this Agreement:

(a) No Distribution shall be made if, after giving effect to the Distribution, the Company would not be able to pay its debts as they become due in the usual course of business, or the Company's total liabilities (other than liabilities to Members for distributions) would exceed the fair value of the Company's total assets.

(b) The limitations set forth in La. R.S. 12:1327 shall apply to all Distributions.

Section 7.5 Return of Distributions. If a Member receives a Distribution in violation of Section 7.4, such Member shall be liable to return such Distribution to the Company to the extent required by La. R.S. 12:1328.

Section 7.6 Withholding. The Company may withhold from any Distribution to a Member any taxes required to be withheld by applicable law. Any amount so withheld shall be treated as a Distribution to such Member for all purposes of this Agreement.

Section 7.7 Distributions Upon Liquidation. Distributions upon liquidation shall be made in accordance with Section 13.4 of this Agreement.

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ARTICLE VIII - MANAGEMENT STRUCTURE

Section 8.1 Management Election. The Company shall be managed as follows (select one):

☐ MEMBER-MANAGED: Management of the Company is reserved to the Members pursuant to La. R.S. 12:1311.

☐ MANAGER-MANAGED: Management of the Company is vested in one or more Managers pursuant to La. R.S. 12:1312.

MEMBER-MANAGED PROVISIONS (Applicable only if Member-Managed is selected above)

Section 8.2 Management by Members. If the Company is member-managed:

(a) Each Member shall have equal rights in the management and conduct of the Company's business, unless otherwise provided in this Agreement.

(b) Each Member is an agent of the Company for the purpose of its business and the act of any Member, including the execution of any instrument in the Company's name, for apparently carrying on in the ordinary course of the Company's business, binds the Company, unless the Member so acting has no authority to act for the Company and the Person with whom the Member is dealing knows or has notice that the Member lacks such authority.

(c) Except as otherwise provided in this Agreement, all decisions requiring Member approval shall require the affirmative vote of Members holding a Majority in Interest.

MANAGER-MANAGED PROVISIONS (Applicable only if Manager-Managed is selected above)

Section 8.3 Appointment of Managers. If the Company is manager-managed:

(a) The initial Manager(s) of the Company shall be:

Manager Name	Address	Title
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

(b) The number of Managers shall be [____].

(c) Managers shall be appointed by the affirmative vote of Members holding a Majority in Interest (or such greater percentage as specified: [____]%).

(d) Each Manager shall serve until their successor is duly appointed, or until their earlier death, resignation, removal, or incapacity.

Section 8.4 Authority of Managers. If the Company is manager-managed:

(a) The Manager(s) shall have full, exclusive, and complete authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incidental to the management of the Company's business, except for those matters requiring Member approval as set forth in Section 8.8.

(b) Any Manager is an agent of the Company for the purpose of its business, and the act of any Manager, including the execution of any instrument in the Company's name, for apparently carrying on in the ordinary course the Company's business, binds the Company unless the Manager so acting has no authority to act for the Company and the Person with whom the Manager is dealing knows or has notice that the Manager lacks authority.

(c) If there is more than one Manager, decisions of the Managers shall be made by:

☐ Majority vote of the Managers
☐ Unanimous consent of the Managers
☐ Other: [________________________________]

Section 8.5 Removal of Managers. Any Manager may be removed at any time, with or without cause, by the affirmative vote of Members holding [____]% of the Percentage Interests [specify: a Majority in Interest, two-thirds (66.67%), or other percentage].

Section 8.6 Resignation of Managers. Any Manager may resign at any time by giving written notice to the Members. Such resignation shall take effect on the date specified in the notice or, if no date is specified, upon receipt of the notice by the Members.

Section 8.7 Vacancies. Any vacancy in the position of Manager occurring by reason of death, resignation, removal, or incapacity shall be filled by the affirmative vote of Members holding a Majority in Interest.

PROVISIONS APPLICABLE TO BOTH MANAGEMENT STRUCTURES

Section 8.8 Actions Requiring Member Approval. Notwithstanding any other provision of this Agreement, the following actions shall require the approval of Members as specified:

(a) The following actions require approval by Members holding a Majority in Interest:

(i) Approval of the annual budget;
(ii) Admission of new Members;
(iii) Appointment or removal of Managers;
(iv) Amendment of this Agreement (except as otherwise provided);
(v) Entering into contracts obligating the Company in excess of $[________________________________]; and
(vi) [________________________________].

(b) The following actions require unanimous consent of all Members:

(i) Amendment of the Articles of Organization;
(ii) Merger, conversion, or consolidation of the Company;
(iii) Sale of all or substantially all of the Company's assets outside the ordinary course of business;
(iv) Voluntary dissolution of the Company;
(v) Admission of a new Member with Percentage Interest exceeding [____]%;
(vi) Any action that would make it impossible to carry on the ordinary business of the Company;
(vii) Any amendment to this Agreement that would adversely affect the rights of any Member disproportionately; and
(viii) [________________________________].

Section 8.9 Duties of Members and Managers. Pursuant to La. R.S. 12:1314, each Member (if the Company is member-managed) or Manager (if the Company is manager-managed) shall:

(a) Be deemed to stand in a fiduciary relationship to the Company and its Members;

(b) Discharge their duties in good faith;

(c) Exercise the diligence, care, judgment, and skill which an ordinary prudent person in a like position would exercise under similar circumstances; and

(d) Act in a manner they reasonably believe to be in the best interests of the Company.

Section 8.10 Compensation of Managers. Unless otherwise determined by the Members:

☐ Managers shall serve without compensation
☐ Managers shall receive the following compensation: [________________________________]

In either case, Managers shall be entitled to reimbursement for reasonable expenses incurred in the performance of their duties.

Section 8.11 Officers. The Members or Manager(s) may appoint officers to assist in the management of the Company's business. Officers shall have the titles, duties, and authority determined by the Members or Manager(s). Officers shall serve at the pleasure of the Members or Manager(s) and may be removed at any time with or without cause.

Officer Title	Name	Duties
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

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ARTICLE IX - MEETINGS AND VOTING

Section 9.1 Annual Meetings. The Members shall hold an annual meeting at such time and place as determined by the Members or Manager(s). At the annual meeting, the Members shall:

(a) Review the Company's financial statements and operations for the preceding Fiscal Year;
(b) Discuss the Company's business plan for the upcoming Fiscal Year;
(c) Elect or re-appoint Managers, if applicable; and
(d) Conduct such other business as may properly come before the meeting.

Section 9.2 Special Meetings. Special meetings of the Members may be called at any time by:

(a) Any Manager (if manager-managed);
(b) Members holding at least [____]% of the Percentage Interests; or
(c) Any Member upon [____] days' prior written notice specifying the purpose of the meeting.

Section 9.3 Notice of Meetings. Written notice of any meeting shall be given to all Members at least [____] days before the meeting. The notice shall specify the date, time, place, and purpose(s) of the meeting. Notice may be waived by any Member in writing before, at, or after the meeting.

Section 9.4 Quorum. Members holding at least [____]% of the Percentage Interests, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting.

Section 9.5 Voting Rights. Each Member shall be entitled to vote on any matter submitted to a vote of the Members. Unless otherwise specified in this Agreement, each Member's voting power shall be in proportion to such Member's Percentage Interest.

Section 9.6 Manner of Voting. At any meeting, a Member entitled to vote may vote in person or by proxy executed in writing by the Member or by the Member's duly authorized attorney-in-fact.

Section 9.7 Action by Written Consent. Any action that may be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum Percentage Interests that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of any action taken by written consent shall be given to Members who did not consent in writing.

Section 9.8 Telephonic Meetings. Members may participate in meetings by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 9.9 Minutes. Minutes of all meetings of the Members shall be prepared and maintained with the Company's records. The minutes shall include the date, time, and place of the meeting, the Members present, and the matters discussed and voted upon.

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ARTICLE X - TRANSFER OF INTERESTS

Section 10.1 Restrictions on Transfer. Except as otherwise provided in this Agreement, no Member shall Transfer all or any portion of such Member's Membership Interest without:

(a) The prior written consent of Members holding at least:

☐ A Majority in Interest
☐ Two-thirds (66.67%) of the Percentage Interests
☐ Unanimous consent of all other Members
☐ Other: [____]% of the Percentage Interests

(b) Compliance with all applicable federal and state securities laws; and

(c) Compliance with the right of first refusal provisions set forth in Section 10.3 (if applicable).

Section 10.2 Permitted Transfers. Notwithstanding Section 10.1, the following Transfers shall be permitted without the consent of the other Members (but subject to the other provisions of this Article X):

(a) Transfer to the Member's spouse, children, grandchildren, or other lineal descendants;

(b) Transfer to a trust for the benefit of the Member or the Member's spouse, children, grandchildren, or other lineal descendants;

(c) Transfer to an entity wholly owned by the Member or the Member's family members described above;

(d) Transfer by gift or bequest to or for the benefit of any charitable organization; or

(e) Transfer to another Member of the Company.

Section 10.3 Right of First Refusal. If a Member desires to Transfer all or any portion of such Member's Membership Interest (other than a Permitted Transfer), the following procedures shall apply:

(a) The selling Member (the "Offering Member") shall first deliver a written notice (the "Offer Notice") to the Company and the other Members setting forth (i) the name and address of the proposed transferee, (ii) the Percentage Interest proposed to be Transferred, (iii) the price and payment terms, and (iv) all other material terms of the proposed Transfer.

(b) The Company shall have the first option, exercisable within [____] days after receipt of the Offer Notice, to purchase the offered Membership Interest on the terms set forth in the Offer Notice.

(c) If the Company does not exercise its option, the remaining Members shall have the option, exercisable within [____] days after expiration of the Company's option period, to purchase the offered Membership Interest pro rata based on their Percentage Interests (excluding the Offering Member's interest) on the terms set forth in the Offer Notice.

(d) If neither the Company nor the remaining Members exercise their options in full, the Offering Member may, within [____] days thereafter, Transfer the offered Membership Interest to the proposed transferee on terms no more favorable to the transferee than those set forth in the Offer Notice.

Section 10.4 Effect of Transfer.

(a) Until an Assignee becomes a Member pursuant to Section 11.1, the Assignee shall have only the rights of an assignee under La. R.S. 12:1331, which include only the right to receive Distributions and allocations of Net Profits and Net Losses to which the assigning Member would otherwise be entitled.

(b) The assigning Member shall remain a Member until the Assignee is admitted as a Member, subject to all obligations of a Member under this Agreement.

(c) Upon admission of an Assignee as a Member, the assigning Member shall cease to be a Member with respect to the Transferred Membership Interest.

Section 10.5 Involuntary Transfers.

(a) In the event of an involuntary Transfer of a Membership Interest (whether by operation of law, bankruptcy, divorce decree, judgment, levy, execution, or otherwise), the transferee shall be an Assignee only and shall not become a Member unless admitted pursuant to Section 11.1.

(b) Upon any involuntary Transfer, the Company and the remaining Members shall have the option to purchase the Membership Interest at its fair market value, determined as provided in Section 10.7, upon such terms as the parties may agree or as determined by arbitration.

Section 10.6 Drag-Along and Tag-Along Rights.

(a) Drag-Along Rights. If Members holding at least [____]% of the Percentage Interests (the "Selling Members") receive and desire to accept a bona fide offer from a third party to purchase all of the Membership Interests, the Selling Members may require all other Members to sell their Membership Interests to such third party on the same terms and conditions.

(b) Tag-Along Rights. If any Member (the "Initiating Member") proposes to Transfer more than [____]% of the total Percentage Interests to a third party, each other Member shall have the right to participate in such sale on a pro rata basis on the same terms and conditions.

Section 10.7 Valuation of Membership Interests. For purposes of this Article X, the fair market value of a Membership Interest shall be determined as follows:

(a) First, by agreement of the parties within [____] days;

(b) If the parties cannot agree, by a qualified independent appraiser selected by mutual agreement of the parties (or, if they cannot agree on an appraiser, each party shall select an appraiser and the two appraisers shall select a third appraiser, whose determination shall be final and binding);

(c) The appraiser shall determine the fair market value of the Company as a going concern and allocate such value among the Membership Interests in accordance with the Members' Percentage Interests, applying appropriate discounts for lack of marketability and minority interest as applicable.

Section 10.8 Securities Law Compliance. Each Member acknowledges that the Membership Interests have not been registered under federal or state securities laws and may not be Transferred except in compliance with such laws. Any certificate evidencing a Membership Interest shall bear a legend substantially as follows:

"THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THIS MEMBERSHIP INTEREST MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION, AND IN COMPLIANCE WITH THE OPERATING AGREEMENT OF THE COMPANY."

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ARTICLE XI - ADMISSION OF NEW MEMBERS

Section 11.1 Admission Requirements. A Person may be admitted to the Company as a new Member only upon satisfaction of all of the following conditions:

(a) The approval of Members holding at least:

☐ A Majority in Interest
☐ Two-thirds (66.67%) of the Percentage Interests
☐ Unanimous consent of all Members
☐ Other: [____]% of the Percentage Interests

(b) The execution of this Agreement or a joinder agreement agreeing to be bound by all terms of this Agreement;

(c) The delivery of such information as the Company may reasonably require, including representations regarding securities law matters and community property status;

(d) Payment or delivery of such Capital Contribution as required by the Members;

(e) If the new Member is married and resides in Louisiana or another community property state, execution of a spousal consent in the form attached as Schedule B; and

(f) Amendment of Schedule A to reflect the admission of the new Member.

Section 11.2 Rights of Admitted Members. Upon admission, a new Member shall have all the rights and be subject to all the obligations of a Member under this Agreement with respect to such Member's Membership Interest.

Section 11.3 Amendment of Records. Upon the admission of any new Member, the Company shall amend Schedule A and any other records necessary to reflect such admission.

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ARTICLE XII - WITHDRAWAL AND DISSOCIATION

Section 12.1 Voluntary Withdrawal. A Member may not voluntarily withdraw from the Company prior to dissolution except:

☐ Upon [____] days' prior written notice to the Company and the other Members
☐ With the consent of Members holding [____]% of the Percentage Interests (excluding the withdrawing Member)
☐ Other: [________________________________]

Section 12.2 Events of Dissociation. A Member shall cease to be a Member upon the occurrence of any of the following events:

(a) The Member's voluntary withdrawal in accordance with Section 12.1;

(b) The Member's death (subject to Section 12.4);

(c) The Member's adjudication of incompetency or incapacity;

(d) The Member's bankruptcy or assignment for the benefit of creditors;

(e) If the Member is an entity, the dissolution, termination, or revocation of the Member's charter or existence;

(f) The Transfer of all of the Member's Membership Interest in accordance with Article X;

(g) The expulsion of the Member pursuant to Section 12.3; or

(h) Any other event specified in La. R.S. 12:1333 or this Agreement.

Section 12.3 Expulsion of Members. A Member may be expelled from the Company upon the occurrence of any of the following:

(a) By unanimous vote of all other Members, if:
(i) The Member has committed a material breach of this Agreement and has failed to cure such breach within [____] days after written notice;
(ii) The Member has engaged in willful misconduct or gross negligence that is materially harmful to the Company;
(iii) The Member has been convicted of a felony; or
(iv) It is not reasonably practicable to carry on the Company's business with the Member as a member.

(b) By judicial order pursuant to La. R.S. 12:1333 or other applicable law.

Section 12.4 Death of a Member.

(a) Pursuant to La. R.S. 12:1333, upon the death of a Member who is a natural person, such Member's membership ceases and the duly appointed representative of the deceased Member's succession shall be treated as an Assignee of the deceased Member's Membership Interest.

(b) Notwithstanding Section 12.4(a), this Agreement provides that the deceased Member's Membership Interest:

☐ Shall be fully heritable and shall pass to the Member's heirs or legatees as provided by will or intestate succession
☐ Shall be subject to purchase by the Company or remaining Members as provided in Section 12.5
☐ Other: [________________________________]

(c) For single-member LLCs, La. R.S. 12:1333.1 provides that the Membership Interest shall be fully heritable and the succession representative may exercise all of the deceased Member's rights.

Section 12.5 Purchase of Dissociated Member's Interest. Upon the dissociation of a Member (other than by Transfer), the Company and/or the remaining Members shall have the option, but not the obligation, to purchase the dissociated Member's Membership Interest:

(a) The purchase price shall be the fair market value of the Membership Interest determined in accordance with Section 10.7;

(b) The option shall be exercised within [____] days after the dissociation event;

(c) The purchase price shall be paid:

☐ In a lump sum within [____] days after the exercise of the option
☐ In [____] equal annual installments with interest at [____]% per annum
☐ Other: [________________________________]

Section 12.6 No Dissolution. Except as otherwise provided in Article XIII, the dissociation of any Member shall not cause the dissolution of the Company, and the Company shall continue with the remaining Members.

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ARTICLE XIII - DISSOLUTION AND WINDING UP

Section 13.1 Events Causing Dissolution. The Company shall be dissolved upon the first to occur of the following events:

(a) The written consent of Members holding [____]% of the Percentage Interests (specify: Majority, two-thirds, unanimous, or other);

(b) The occurrence of an event specified in the Articles of Organization as causing dissolution;

(c) The entry of a decree of judicial dissolution under La. R.S. 12:1335;

(d) The occurrence of any event that makes it unlawful for the Company's business to be carried on;

(e) Administrative dissolution by the Louisiana Secretary of State for failure to file annual reports for three consecutive years; or

(f) Any other event causing dissolution under the Act.

Section 13.2 Continuation of Business. Notwithstanding Section 13.1, within [____] days after the occurrence of an event of dissolution (other than by unanimous consent, judicial decree, or administrative dissolution), Members holding at least [____]% of the Percentage Interests may elect to continue the business of the Company. If such election is made, the Company shall not be dissolved and shall continue its business.

Section 13.3 Winding Up. Upon dissolution, the Company's business shall be wound up as follows:

(a) A liquidating Member or other Person (the "Liquidator") shall be appointed by Members holding a Majority in Interest to wind up the Company's affairs;

(b) The Liquidator shall have full power and authority to:
(i) Collect all amounts owing to the Company;
(ii) Pay or make reasonable provision for payment of all debts and liabilities of the Company;
(iii) Sell, exchange, or otherwise dispose of Company property;
(iv) Prosecute and defend lawsuits;
(v) Distribute remaining assets to the Members; and
(vi) Execute all documents and take all actions necessary to complete the winding up;

(c) The Liquidator shall keep the Members reasonably informed of the progress of the winding up and shall provide a final accounting upon completion.

Section 13.4 Order of Distributions Upon Dissolution. Upon dissolution and winding up, the assets of the Company shall be distributed in the following order of priority:

(a) First, to creditors of the Company, including Members who are creditors, in the order of priority provided by law;

(b) Second, to the establishment of any reserves deemed reasonably necessary by the Liquidator for contingent or unforeseen liabilities or obligations of the Company;

(c) Third, to Members in respect of their Capital Account balances, in accordance with such Capital Account balances; and

(d) Fourth, to Members in accordance with their Percentage Interests.

Section 13.5 Filing of Articles of Dissolution. Upon completion of the winding up, the Liquidator shall file Articles of Dissolution with the Louisiana Secretary of State and shall file any other documents required by law to terminate the Company's existence.

LOUISIANA REQUIREMENT: Per La. R.S. 12:1335.1, if dissolution is by affidavit (short-form dissolution), Members may be personally liable for debts of the Company in proportion to their ownership interests. Full dissolution and winding up procedures under La. R.S. 12:1334-1338 are recommended to limit such liability.

Section 13.6 Time for Winding Up. The winding up of the Company shall be completed within a reasonable time, but in no event later than [____] months after the date of dissolution, unless extended by the Members or by court order.

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ARTICLE XIV - BOOKS, RECORDS, AND TAX MATTERS

Section 14.1 Books and Records. The Company shall maintain at its principal place of business the following records:

(a) A current list of the full name and last known business or residence address of each Member and Manager (if any), as required by La. R.S. 12:1319;

(b) A copy of the Articles of Organization and all amendments thereto;

(c) Copies of the Company's federal, state, and local income tax returns for the three most recent years;

(d) A copy of this Agreement and all amendments hereto;

(e) Financial statements for the three most recent years;

(f) Minutes of all meetings of the Members;

(g) Records of all Capital Contributions and Distributions; and

(h) Such other records as may be required by the Act or as the Members may determine.

Section 14.2 Inspection Rights. Each Member shall have the right, upon reasonable request and for any purpose reasonably related to such Member's interest as a Member, to:

(a) Inspect and copy, during regular business hours, any of the Company's records required to be maintained under Section 14.1; and

(b) Obtain from the Company, promptly after they become available, a copy of the Company's federal, state, and local income tax returns for each year.

Section 14.3 Financial Statements. The Company shall prepare or cause to be prepared the following financial statements:

(a) Annual financial statements within [____] days after the end of each Fiscal Year; and

(b) Quarterly financial statements within [____] days after the end of each fiscal quarter (if requested by Members holding [____]% of the Percentage Interests).

Section 14.4 Tax Classification. The Company shall be classified for federal income tax purposes as:

☐ A partnership (if two or more Members)
☐ A disregarded entity (if single Member)
☐ An S corporation (requires election on Form 2553)
☐ A C corporation (requires election on Form 8832)

Section 14.5 Tax Matters Partner/Partnership Representative.

(a) [________________________________] is hereby designated as the Tax Matters Partner (for tax years beginning before January 1, 2018) and Partnership Representative (for tax years beginning on or after January 1, 2018) of the Company.

(b) The Partnership Representative shall have all powers and authority granted under the Code and Treasury Regulations, including the authority to:
(i) Represent the Company in dealings with the Internal Revenue Service;
(ii) Execute waivers, consents, and other documents on behalf of the Company;
(iii) Make elections on behalf of the Company; and
(iv) Settle and compromise tax disputes.

(c) The Partnership Representative shall keep the Members informed of any administrative or judicial proceedings relating to the Company's tax matters.

Section 14.6 Tax Elections. The Company shall make the following tax elections:

☐ Election under Code Section 754 to adjust the basis of Company property
☐ Election to use the cash method of accounting (if permitted)
☐ Election to use the accrual method of accounting
☐ Other elections: [________________________________]

Section 14.7 Tax Information. The Company shall provide each Member with all information necessary for the Member to complete such Member's federal, state, and local income tax returns, including Schedule K-1, within [____] days after the end of each Fiscal Year.

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ARTICLE XV - INDEMNIFICATION

Section 15.1 Indemnification by the Company. To the fullest extent permitted by La. R.S. 12:1315 and other applicable law, the Company shall indemnify and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(a) Any act or omission of such Indemnified Person in connection with the business or affairs of the Company; or

(b) The fact that such Person is or was a Member, Manager, officer, employee, or agent of the Company;

provided, however, that no Indemnified Person shall be entitled to indemnification under this Section 15.1 with respect to:

(i) The amount of any financial benefit received by such Indemnified Person to which such Person is not entitled; or

(ii) An intentional violation of a criminal law.

Section 15.2 Advancement of Expenses. Expenses incurred by an Indemnified Person in defending any proceeding shall be advanced by the Company prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it is ultimately determined that such Person is not entitled to be indemnified.

Section 15.3 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability that may be asserted against or incurred by such Person, whether or not the Company would have the power to indemnify such Person against such liability under this Article XV.

Section 15.4 Non-Exclusivity. The indemnification provided by this Article XV shall not be exclusive of any other rights to which an Indemnified Person may be entitled under any agreement, vote of the Members, insurance policy, or otherwise.

Section 15.5 Indemnification by Members. Each Member shall indemnify and hold harmless the Company and the other Members from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses arising out of or related to:

(a) Any breach by such Member of this Agreement;

(b) Any misrepresentation or breach of warranty by such Member; or

(c) Any act or omission of such Member outside the scope of authority granted under this Agreement.

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ARTICLE XVI - LOUISIANA-SPECIFIC PROVISIONS

Section 16.1 Civil Law Jurisdiction. The Members acknowledge that Louisiana is a civil law jurisdiction with legal traditions derived from the French and Spanish civil law systems, including the Napoleonic Code. Louisiana law differs from the common law jurisdictions of other states in certain material respects. The Members agree that:

(a) This Agreement shall be interpreted and construed in accordance with Louisiana law, including the Louisiana Civil Code;

(b) In the event of any conflict between this Agreement and Louisiana law, Louisiana law shall control to the extent such provisions are mandatory and may not be waived by agreement;

(c) The doctrine of "jurisprudence constante" (the weight given to a consistent line of judicial decisions) applies in Louisiana rather than strict adherence to stare decisis; and

(d) Certain terms used in this Agreement may have different meanings under Louisiana civil law than under common law, and such terms shall be interpreted in accordance with Louisiana law.

Section 16.2 Annual Report Requirement. The Members acknowledge that the Company is required to file an Annual Report with the Louisiana Secretary of State:

(a) The Annual Report must be filed within 30 days of the anniversary of the Company's formation date each year;

(b) The filing fee is $30 (as of the date of this Agreement);

(c) Failure to file annual reports for three consecutive years may result in administrative dissolution of the Company;

(d) The [________________________________] [specify Member or Manager] shall be responsible for ensuring timely filing of the Annual Report.

Section 16.3 Registered Agent Requirements. The Company shall maintain a registered agent and registered office in Louisiana at all times as required by the Act. The registered agent shall be:

(a) An individual who is a resident of Louisiana and whose business office is identical to the registered office; or

(b) A domestic or foreign corporation, limited liability company, or other entity authorized to transact business in Louisiana that has a business office identical to the registered office.

Section 16.4 Community Property Provisions.

(a) The Members acknowledge that Louisiana is a community property state pursuant to La. Civil Code Art. 2338, and that membership interests acquired during marriage may be community property.

(b) Each Member represents the community property status of their Membership Interest as set forth in Schedule B.

(c) For any Membership Interest that is community property:
(i) Both spouses shall execute a Spousal Consent in the form attached as Schedule B;
(ii) Only the Member named in Schedule A shall have management and voting rights with respect to such Membership Interest;
(iii) The non-member spouse acknowledges that such spouse's community property interest is subject to all terms of this Agreement; and
(iv) The non-member spouse waives any right to participate in the management of the Company or to approve or disapprove Transfers or other actions by the Member spouse.

(d) In the event of divorce:
(i) The Company and the other Members shall have the first right to purchase any Membership Interest awarded to a non-member spouse at fair market value determined in accordance with Section 10.7;
(ii) The purchase option must be exercised within [____] days after the entry of a final judgment of divorce;
(iii) If the purchase option is not exercised, the non-member spouse shall be admitted as a Member only upon satisfaction of the conditions set forth in Section 11.1.

Section 16.5 Prescription and Peremption. The Members acknowledge that Louisiana uses the terms "prescription" and "peremption" in place of the common law term "statute of limitations":

(a) Prescription refers to a period of time after which a right to bring an action may be lost if not timely asserted, but which may be interrupted or suspended under certain circumstances;

(b) Peremption refers to a period of time fixed by law for the existence of a right, and the right is extinguished upon the expiration of that period regardless of any interruption or suspension;

(c) Any claims arising under this Agreement shall be subject to the applicable prescriptive or peremptive periods under Louisiana law.

Section 16.6 Louisiana Terminology. For purposes of Louisiana law:

(a) References to "bylaws" in common law jurisdictions are equivalent to "operating agreement" for Louisiana LLCs;

(b) The Louisiana equivalent of "piercing the corporate veil" is governed by La. R.S. 12:1320;

(c) A "succession" in Louisiana law refers to an estate or inheritance proceeding; and

(d) Other terms shall be interpreted in accordance with Louisiana legal usage.

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ARTICLE XVII - GENERAL PROVISIONS

Section 17.1 Entire Agreement. This Agreement, together with the Articles of Organization and any exhibits and schedules attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 17.2 Amendment. This Agreement may be amended or modified only by a written instrument executed by Members holding at least [____]% of the Percentage Interests; provided, however, that no amendment shall:

(a) Increase any Member's obligation to make Capital Contributions without such Member's written consent;

(b) Modify the Percentage Interest of any Member without such Member's written consent;

(c) Modify the allocation or distribution provisions in a manner that adversely affects any Member disproportionately without such Member's written consent; or

(d) Modify this Section 17.2 without unanimous consent of all Members.

Section 17.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Limited Liability Company Law (La. R.S. 12:1301 et seq.) and the Louisiana Civil Code, without regard to conflicts of law principles.

Section 17.4 Dispute Resolution.

(a) Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in [________________________________], Louisiana.

(b) If mediation is unsuccessful, the dispute shall be resolved by:

☐ Litigation in the state or federal courts located in [________________________________] Parish, Louisiana
☐ Binding arbitration in accordance with the rules of the American Arbitration Association
☐ Other: [________________________________]

(c) The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Section 17.5 Waiver. No waiver of any provision of this Agreement or any breach thereof shall be effective unless in writing and signed by the waiving party. No waiver shall be deemed a continuing waiver or a waiver of any other provision or breach.

Section 17.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

Section 17.7 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) When delivered personally;
(b) Three (3) business days after being sent by certified or registered mail, postage prepaid, return receipt requested;
(c) One (1) business day after being sent by overnight courier service; or
(d) When sent by email, if confirmed by a non-automated response.

Notices shall be sent to the addresses set forth in Schedule A, or to such other address as a party may designate by notice.

Section 17.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 17.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein shall be construed to give any other Person any legal or equitable right, remedy, or claim under or with respect to this Agreement.

Section 17.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 17.11 Further Assurances. Each Member agrees to execute and deliver such additional documents, instruments, and agreements and to take such additional actions as may be reasonably necessary or appropriate to effectuate the purposes of this Agreement.

Section 17.12 Construction. The headings in this Agreement are for convenience only and shall not affect its interpretation. The word "including" shall mean "including without limitation." References to "Sections" and "Articles" are to sections and articles of this Agreement unless otherwise specified.

Section 17.13 Attorneys' Fees. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys' fees and costs incurred in connection with such dispute.

Section 17.14 Time is of the Essence. Time is of the essence with respect to all provisions of this Agreement specifying a time for performance.

Section 17.15 Confidentiality. Each Member agrees to maintain the confidentiality of all non-public information relating to the Company's business, operations, financial condition, and prospects, and to use such information only for purposes relating to such Member's interest in the Company.

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EXECUTION

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

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MEMBERS:

Member 1:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

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Member 2:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

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Member 3:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]
[________________________________]

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(Add additional signature blocks as needed for additional Members)

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SCHEDULE A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

Member Name	Address	Initial Capital Contribution	Percentage Interest
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
		TOTAL:	100%

Description of Non-Cash Contributions (if any):

Member Name	Description of Property	Agreed Value
[________________________________]	[________________________________]	$[________________________________]
[________________________________]	[________________________________]	$[________________________________]

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SCHEDULE B - COMMUNITY PROPERTY DISCLOSURE AND SPOUSAL CONSENT

Part 1: Community Property Disclosure

Each Member shall complete the following disclosure regarding the community property status of their Membership Interest:

Member Name	Marital Status	Character of Membership Interest	Spouse Name (if married)
[________________________________]	☐ Single ☐ Married ☐ Domestic Partnership	☐ Separate Property ☐ Community Property	[________________________________]
[________________________________]	☐ Single ☐ Married ☐ Domestic Partnership	☐ Separate Property ☐ Community Property	[________________________________]
[________________________________]	☐ Single ☐ Married ☐ Domestic Partnership	☐ Separate Property ☐ Community Property	[________________________________]

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Part 2: Spousal Consent and Acknowledgment

(To be completed by spouse of each married Member whose Membership Interest is community property)

I, [________________________________], am the spouse of [________________________________] (the "Member"), a Member of [________________________________], L.L.C. (the "Company").

I acknowledge and agree as follows:

1. Acknowledgment of Agreement. I have received a copy of the Limited Liability Company Operating Agreement of the Company dated [__/__/____] (the "Operating Agreement") and have had the opportunity to review it and consult with independent legal counsel.

2. Community Property Interest. I acknowledge that my spouse's Membership Interest in the Company may be community property under Louisiana law (La. Civil Code Art. 2338).

3. Consent to Terms. I consent to and agree to be bound by all of the terms and provisions of the Operating Agreement as they relate to my spouse's Membership Interest, including without limitation:
   - All restrictions on Transfer of the Membership Interest;
   - All provisions regarding the management and control of the Company;
   - All provisions regarding Distributions and allocations of profits and losses;
   - All provisions regarding dissolution and liquidation; and
   - All provisions regarding dispute resolution.

4. Waiver of Management Rights. I waive any right I may have to participate in the management of the Company or to approve or disapprove any actions taken by my spouse as a Member, including without limitation any Transfer of the Membership Interest.

5. Agreement to Transfer. I agree that, in the event of my spouse's death or our divorce, my interest (if any) in the Membership Interest shall be subject to all terms of the Operating Agreement, including any purchase options and rights of first refusal.

6. Acknowledgment of Limited Liability. I understand that, as a non-member, I have no liability for any debts, obligations, or liabilities of the Company.

7. Independent Advice. I acknowledge that I have had the opportunity to consult with independent legal and financial advisors regarding this Spousal Consent and the Operating Agreement, and I have either consulted with such advisors or have voluntarily chosen not to do so.

SPOUSE SIGNATURE:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

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(Duplicate this Spousal Consent form for each married Member whose Membership Interest is community property)

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SCHEDULE C - ADDITIONAL PROVISIONS

(Use this Schedule for any additional provisions specific to the Company)

[________________________________]

[________________________________]

[________________________________]

[________________________________]

[________________________________]

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This Operating Agreement is governed by the Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq. Louisiana is a civil law jurisdiction with legal traditions derived from French and Spanish civil law. Louisiana is also a community property state. This template is provided for informational purposes only and must be reviewed by a qualified Louisiana attorney before use.