Maryland LLC Operating Agreement

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________]

A MARYLAND LIMITED LIABILITY COMPANY

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Effective Date: [__/__/____]

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This Limited Liability Company Operating Agreement (this "Agreement") of [________________________________], a Maryland limited liability company (the "Company"), is entered into as of the Effective Date set forth above, by and among the Members identified in Schedule A attached hereto.

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RECITALS

WHEREAS, the Members desire to form a limited liability company under the laws of the State of Maryland pursuant to the Maryland Limited Liability Company Act, Md. Code, Corps. & Ass'ns § 4A-101 et seq. (the "Act"); and

WHEREAS, the Members desire to enter into this Operating Agreement to set forth their respective rights, duties, and obligations with respect to the Company and to govern the internal affairs of the Company;

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 - FORMATION AND NAME

Section 1.1 Formation

The Company has been organized as a Maryland limited liability company by the filing of Articles of Organization (the "Articles") with the Maryland State Department of Assessments and Taxation ("SDAT") in accordance with the Act. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise expressly provided herein.

Section 1.2 Name

The name of the Company is:

[________________________________], LLC

The Company may conduct business under its legal name or any assumed name properly registered with SDAT in accordance with applicable Maryland law.

Section 1.3 Principal Office

The principal office of the Company shall be located at:

Address: [________________________________]

City: [________________________________] State: Maryland ZIP: [____]

The Company may change its principal office from time to time by action of the Members or Manager(s), as applicable.

Section 1.4 Registered Agent and Registered Office

The Company's registered agent and registered office in Maryland is:

Registered Agent Name: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________] State: Maryland ZIP: [____]

The registered agent and registered office may be changed from time to time by filing the appropriate documents with SDAT in accordance with applicable Maryland law.

Section 1.5 Term

The Company shall have perpetual existence unless dissolved earlier in accordance with Article XII of this Agreement or as otherwise provided by law.

Section 1.6 SDAT Identification Number

The Company's SDAT Department ID Number is: [________________________________]

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ARTICLE II - PURPOSE AND POWERS

Section 2.1 Purpose

The purpose of the Company is to engage in:

[________________________________]
[________________________________]
[________________________________]

and any other lawful business, purpose, or activity for which a limited liability company may be organized under the Act.

Section 2.2 Powers

The Company shall have and may exercise all powers and privileges granted to limited liability companies under the Act and under any other applicable law, together with any powers incidental thereto, including but not limited to the following powers:

(a) To conduct business in any state, territory, or foreign country as may be necessary or desirable;

(b) To acquire, hold, own, improve, develop, manage, operate, lease, mortgage, pledge, sell, exchange, transfer, or otherwise dispose of real and personal property of every kind and description;

(c) To borrow money and issue evidences of indebtedness, and to secure the same by mortgage, pledge, or other lien on any Company assets;

(d) To enter into, perform, and carry out contracts of any kind;

(e) To sue and be sued, complain, and defend in all courts of competent jurisdiction;

(f) To appoint employees, agents, and independent contractors as the business of the Company may require;

(g) To make charitable contributions and donations;

(h) To obtain insurance covering the Company's business, properties, and employees;

(i) To invest and reinvest Company funds in securities, real estate, or other investments;

(j) To establish reserves for any proper purpose;

(k) To form or acquire interests in other entities;

(l) To indemnify any person in accordance with the Act and this Agreement; and

(m) To do and perform all other acts as may be necessary, appropriate, proper, or advisable to carry out the purposes and business of the Company.

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ARTICLE III - MEMBERS AND MEMBERSHIP INTERESTS

Section 3.1 Members

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

Section 3.2 Percentage Interests

(a) Each Member's "Percentage Interest" shall be as set forth on Schedule A, as amended from time to time.

(b) The Percentage Interests of all Members shall at all times equal one hundred percent (100%).

(c) Each Member's Percentage Interest shall be computed as follows:

Percentage Interest = (Member's Capital Account Balance / Total Capital Account Balances of All Members) x 100

unless otherwise unanimously agreed by all Members.

Section 3.3 Membership Certificates

☐ The Company shall issue membership certificates to each Member evidencing such Member's Membership Interest.

☐ The Company shall not issue membership certificates; however, each Member's Membership Interest shall be reflected in the books and records of the Company and on Schedule A.

Section 3.4 No Authority to Bind

Except as otherwise expressly provided in this Agreement or authorized by the Members or Manager(s), no Member shall have authority to:

(a) Bind the Company to any contract, agreement, or obligation;

(b) Transfer, assign, mortgage, pledge, or encumber any Company assets;

(c) Admit a new Member to the Company;

(d) Do any act that would make it impossible to carry on the ordinary business of the Company; or

(e) Confess a judgment against the Company.

Section 3.5 Representations and Warranties of Members

Each Member represents and warrants to the Company and to each other Member that:

(a) Such Member has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement constitutes a valid and legally binding obligation of such Member;

(c) Such Member is acquiring its 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 cannot be resold unless registered or exempt from registration;

(e) Such Member is able to bear the economic risk of investment in the Company, including the total loss of such investment; and

(f) Such Member has had an opportunity to ask questions of and receive answers from the Company and the other Members concerning the Company and this investment.

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ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Member has made or shall make an initial Capital Contribution to the Company in the amount and form set forth opposite such Member's name on Schedule A.

Section 4.2 Additional Capital Contributions

(a) No Member shall be required to make any additional Capital Contributions to the Company beyond such Member's initial Capital Contribution without such Member's written consent.

(b) Additional Capital Contributions may be made upon the approval of:

☐ A Majority Vote of the Members

☐ A vote of Members holding at least [____]% of the Percentage Interests

☐ Unanimous vote of all Members

(c) If additional Capital Contributions are approved, each Member shall have the right, but not the obligation, to contribute its pro rata share of such additional Capital Contributions based on such Member's Percentage Interest.

(d) If a Member fails or declines to contribute its pro rata share of any additional Capital Contribution, the other Members may contribute all or a portion of the non-contributing Member's share, and the Percentage Interests of all Members shall be adjusted accordingly.

Section 4.3 Capital Accounts

(a) A separate capital account ("Capital Account") shall be established and maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Each Member's Capital Account shall be:

(i) Increased by (A) the amount of money contributed by such Member to the Company, (B) the fair market value of property contributed by such Member to the Company (net of liabilities securing such property), and (C) such Member's allocable share of Net Profits and any items of income or gain specially allocated to such Member; and

(ii) Decreased by (A) the amount of money distributed to such Member by the Company, (B) the fair market value of property distributed to such Member by the Company (net of liabilities securing such property), and (C) such Member's allocable share of Net Losses and any items of deduction or loss specially allocated to such Member.

(c) Upon the transfer of a Membership Interest in accordance with this Agreement, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent of the transferred interest.

Section 4.4 No Interest on Capital Contributions

No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account balance.

Section 4.5 Return of Capital Contributions

(a) Except as otherwise provided in this Agreement or required by law, no Member shall have the right to withdraw or be repaid any Capital Contribution.

(b) No Member shall have any personal liability for the repayment of the Capital Contribution of any other Member.

Section 4.6 Form of Capital Contributions

Capital Contributions may be made in the form of cash, property, services rendered, promissory notes, or other obligations to contribute cash, property, or services, as agreed upon by the Members.

Section 4.7 Liability for Capital Contributions

In accordance with Md. Code, Corps. & Ass'ns § 4A-502, a Member is obligated to the Company to perform any promise to contribute cash or property or to render services, even if the Member is unable to perform because of death, disability, or any other reason. If a Member does not make a required contribution, the Member is obligated at the option of the Company to contribute cash equal to the fair market value of the contribution which was not made.

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ARTICLE V - ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Net Profits and Net Losses Defined

(a) "Net Profits" and "Net Losses" mean, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such fiscal year or period, determined in accordance with Internal Revenue Code Section 703(a).

(b) Net Profits and Net Losses shall be computed with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax shall be added to taxable income or loss;

(ii) Any expenditures of the Company described in Internal Revenue Code Section 705(a)(2)(B) shall be subtracted from taxable income or loss;

(iii) In the event the fair market value of any Company asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the amount of such adjustment shall be treated as an item of gain or loss from the disposition of such asset;

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

(v) In lieu of depreciation, amortization, and other cost recovery deductions, there shall be taken into account the Company's "book" depreciation as determined under Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

Section 5.2 Allocation of Net Profits

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

Section 5.3 Allocation of Net Losses

(a) Except as otherwise provided in this Agreement, Net Losses for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) Notwithstanding the foregoing, Net Losses shall not be allocated to a Member to the extent that such allocation would cause or increase a deficit balance in such Member's Capital Account in excess of the sum of:

(i) The amount such Member is obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c); and

(ii) The amount such Member is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).

Net Losses that cannot be allocated to a Member pursuant to this Section 5.3(b) shall be allocated to the other Members in proportion to their respective Percentage Interests, subject to the limitations of this Section 5.3(b).

Section 5.4 Special Allocations

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the manner and to the extent required by Treasury Regulations Section 1.704-2(f).

(b) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Article V (except Section 5.4(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 attributable to such Member Nonrecourse Debt shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the manner and to the extent required by Treasury Regulations Section 1.704-2(i)(4).

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

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

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

Section 5.5 Tax Allocations

(a) Items of income, gain, loss, deduction, and credit shall be allocated among the Members for federal, state, and local income tax purposes in accordance with the allocations of corresponding items for Capital Account purposes under Sections 5.2 through 5.4.

(b) If any asset has a book value different from its tax basis, income, gain, loss, and deduction with respect to such asset shall be allocated among the Members for tax purposes in accordance with the principles of Internal Revenue Code Section 704(c) and Treasury Regulations thereunder, using such method as determined by the Members.

Section 5.6 Allocations in Year of Transfer

If a Membership Interest is transferred during a fiscal year, Net Profits, Net Losses, and other items attributable to such interest shall be allocated between the transferor and the transferee using:

☐ The closing of the books method

☐ The pro rata method based on the number of days each held the interest during the fiscal year

☐ Any other method permitted by the Internal Revenue Code and Treasury Regulations

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ARTICLE VI - DISTRIBUTIONS

Section 6.1 Distributions Generally

Distributions of Available Cash or other assets may be made to the Members at such times and in such amounts as determined by:

☐ The Manager(s)

☐ A Majority Vote of the Members

☐ A vote of Members holding at least [____]% of the Percentage Interests

Section 6.2 Available Cash

"Available Cash" means all cash funds of the Company on hand from time to time after (a) payment or provision for payment of all operating expenses and other costs and expenses of the Company, (b) provision for all debt service payments on Company indebtedness, (c) provision for such reserves as the Members or Manager(s) determine to be reasonably necessary for the proper operation of the Company's business, and (d) satisfaction of any other obligations of the Company.

Section 6.3 Order of Distributions

Except as otherwise provided in Article XII upon dissolution and winding up, distributions of Available Cash shall be made to the Members in proportion to their respective Percentage Interests.

Section 6.4 Distributions in Kind

(a) The Company may make distributions in kind (in property other than cash) only with the approval of:

☐ The Manager(s)

☐ A Majority Vote of the Members

☐ Unanimous vote of all Members

(b) Any asset distributed in kind shall be valued at its fair market value as of the date of distribution, as determined by the Members or Manager(s) in good faith.

(c) Unless otherwise agreed, each Member shall receive its proportionate share of any distribution in kind based on such Member's Percentage Interest.

Section 6.5 Tax Distributions

(a) Notwithstanding Section 6.1, the Company shall distribute to each Member, no later than [____] days prior to the due date (including extensions) for filing such Member's federal income tax return, an amount equal to such Member's estimated federal, state, and local income tax liability attributable to such Member's allocable share of Company income for the prior fiscal year.

(b) For purposes of calculating tax distributions, the Company shall assume each Member is subject to income tax at the highest marginal rate applicable to individuals residing in [________________________________].

(c) Tax distributions shall be treated as advances against future distributions and shall reduce subsequent distributions to which such Member would otherwise be entitled.

Section 6.6 Limitations on Distributions

(a) A Member may not receive a distribution from the Company to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the Company exceed the fair value of the assets of the Company.

(b) A Member who receives a distribution in violation of Section 6.6(a) knowing at the time of the distribution that the distribution violated Section 6.6(a) shall be liable to the Company for the amount of the distribution.

(c) In accordance with Md. Code, Corps. & Ass'ns § 4A-503, a Member may not be compelled to accept a distribution to the extent that the acceptance of the distribution would render the Member personally liable for Company obligations.

Section 6.7 Withholding

The Company is authorized to withhold from any distribution to a Member any taxes required by law to be withheld. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement.

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ARTICLE VII - MANAGEMENT

Section 7.1 Management Structure

The Company shall be managed as follows (select one):

☐ MEMBER-MANAGED - The Company shall be managed by its Members. Proceed to Section 7.2.

☐ MANAGER-MANAGED - The Company shall be managed by one or more Managers. Proceed to Section 7.3.

Section 7.2 Member-Managed Company

If the Company is member-managed:

(a) Authority of Members. Except as otherwise provided in this Agreement, each Member shall have authority to manage the day-to-day business and affairs of the Company and to bind the Company in the ordinary course of business.

(b) Major Decisions. Notwithstanding Section 7.2(a), the following actions shall require approval as specified:

Decision	Approval Required
Amendment of Articles of Organization	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Amendment of this Operating Agreement	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Admission of new Members	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Merger, conversion, or sale of substantially all assets	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Dissolution of the Company	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Incurring indebtedness exceeding $[________________________________]	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Entering into contracts exceeding $[________________________________]	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Purchase or sale of real property	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Capital calls	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Distributions to Members	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Litigation decisions exceeding $[________________________________]	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Hiring of employees with compensation exceeding $[________________________________] annually	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous

Section 7.3 Manager-Managed Company

If the Company is manager-managed:

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

Name: [________________________________]
Address: [________________________________]

Name: [________________________________]
Address: [________________________________]

(b) Number of Managers. The Company shall have [____] Manager(s).

(c) Authority of Manager(s). Subject to the limitations set forth in this Agreement, the Manager(s) shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company's business.

(d) Limitations on Manager Authority. Notwithstanding Section 7.3(c), the Manager(s) shall not take any of the following actions without prior approval of the Members as specified:

Decision	Approval Required
Amendment of Articles of Organization	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Amendment of this Operating Agreement	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Admission of new Members	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Merger, conversion, or sale of substantially all assets	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Dissolution of the Company	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Incurring indebtedness exceeding $[________________________________]	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Entering into contracts exceeding $[________________________________]	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Purchase or sale of real property	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous
Capital calls	☐ Majority ☐ Supermajority ([____]%) ☐ Unanimous

(e) Election and Term. Manager(s) shall be elected by Members holding a majority of the Percentage Interests and shall serve until resignation, removal, death, or incapacity.

(f) Removal of Manager(s). A Manager may be removed with or without cause by Members holding:

☐ A Majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Unanimous vote of all Members

(g) Resignation of Manager. A Manager may resign at any time by giving [____] days' 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.

(h) Vacancy. If a vacancy occurs in the position of Manager, a successor Manager shall be elected by Members holding a majority of the Percentage Interests.

(i) Compensation of Manager(s). Manager(s) shall be entitled to compensation for services rendered to the Company as follows:

☐ No compensation

☐ Compensation of $[________________________________] per [year/month/meeting]

☐ Compensation as determined by the Members from time to time

(j) Reimbursement of Manager Expenses. Manager(s) shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred on behalf of the Company.

Section 7.4 Officers

(a) The Members or Manager(s), as applicable, may appoint officers of the Company, including but not limited to a President, Vice President, Secretary, Treasurer, and such other officers as may be deemed necessary.

(b) Officers shall have such authority and perform such duties as may be assigned to them by the Members or Manager(s), or as may be prescribed by this Agreement.

(c) Officers may be removed with or without cause at any time by the Members or Manager(s).

Section 7.5 Bank Accounts

The Company shall maintain one or more bank accounts at such financial institutions as determined by the Members or Manager(s). The following persons shall be authorized signatories on Company bank accounts:

[________________________________]
[________________________________]
[________________________________]

Section 7.6 Duties of Members and Managers

(a) Duty of Care. Each Member and Manager shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Company.

(b) Duty of Loyalty. Each Member and Manager shall account to the Company for any profit or benefit derived by such person without the consent of the Members in the conduct of the Company's business or from a use of Company property.

(c) Business Opportunities. Unless otherwise agreed in writing, no Member or Manager shall be obligated to present any particular business opportunity to the Company.

Section 7.7 Conflicts of Interest

(a) A Member or Manager may engage in business ventures and investments of any nature, whether or not in competition with the Company, without any obligation to offer such opportunities to the Company.

(b) A Member or Manager may transact business with the Company provided that the terms of such transaction are no less favorable to the Company than would be obtained from an unrelated third party in an arm's-length transaction, and provided that such transaction is approved by Members holding a majority of the Percentage Interests (excluding the interested Member).

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ARTICLE VIII - MEETINGS AND VOTING

Section 8.1 Annual Meeting

(a) The Members shall hold an annual meeting at a time and place designated by the Members or Manager(s).

(b) The annual meeting shall be held within [____] days after the end of each fiscal year for the purpose of reviewing the Company's financial statements, electing Manager(s) (if applicable), and transacting such other business as may properly come before the meeting.

Section 8.2 Special Meetings

Special meetings of the Members may be called at any time by:

(a) Any Manager (if the Company is manager-managed);

(b) Any Member holding at least [____]% of the Percentage Interests; or

(c) Any other person authorized by the Members or Manager(s).

Section 8.3 Notice of Meetings

(a) Written notice of each meeting of Members shall be given to each Member not less than [____] days nor more than [____] days before the date of the meeting.

(b) Notice shall state the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

(c) Notice may be delivered personally, by mail, by electronic mail, or by any other means permitted by law.

(d) A Member may waive notice of any meeting before or after the meeting. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 8.4 Quorum

(a) 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 of Members.

(b) If a quorum is not present, the meeting may be adjourned from time to time until a quorum is present.

Section 8.5 Voting

(a) Each Member shall be entitled to vote in proportion to such Member's Percentage Interest.

(b) Unless otherwise required by this Agreement or the Act, the affirmative vote of Members holding a majority of the Percentage Interests present at a meeting at which a quorum is present shall be the act of the Members.

(c) A "Majority Vote" means the affirmative vote of Members holding more than fifty percent (50%) of the total Percentage Interests.

Section 8.6 Action Without a Meeting

(a) Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members holding the requisite Percentage Interests.

(b) Action taken by written consent shall be effective when signed by the required Members, unless the consent specifies a different effective date.

(c) Electronic signatures shall be valid for purposes of this Section 8.6.

Section 8.7 Proxies

A Member may vote by proxy executed in writing by the Member or by the Member's duly authorized attorney-in-fact. A proxy shall be valid for [____] months from its date unless otherwise specified in the proxy.

Section 8.8 Meetings by Telephone or Video Conference

Members may participate in any meeting by telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.

Section 8.9 Manager Meetings (If Manager-Managed)

If the Company has more than one Manager:

(a) Meetings of the Managers may be called by any Manager upon [____] days' notice to all Managers.

(b) A majority of the Managers shall constitute a quorum for the transaction of business.

(c) The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers.

(d) Managers may act by unanimous written consent without a meeting.

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ARTICLE IX - TRANSFER RESTRICTIONS

Section 9.1 Restrictions on Transfer

(a) No Member may sell, assign, transfer, pledge, encumber, or otherwise dispose of all or any portion of such Member's Membership Interest (a "Transfer") except in accordance with this Article IX.

(b) Any attempted Transfer in violation of this Article IX shall be null and void and of no force or effect.

Section 9.2 Permitted Transfers

The following Transfers shall be permitted without the consent of the other Members:

(a) A Transfer to a Member's spouse, domestic partner, lineal descendants, or trusts for the benefit of such persons;

(b) A Transfer to an entity wholly owned by the transferring Member;

(c) A Transfer by operation of law upon the death of a Member to such Member's estate or heirs; or

(d) A Transfer approved in writing by Members holding:

☐ A Majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Unanimous consent of all Members (excluding the transferring Member)

Section 9.3 Right of First Refusal

(a) Before making any Transfer (other than Permitted Transfers under Section 9.2(a)-(c)), a Member (the "Selling Member") shall first offer to sell the Membership Interest to the Company and the other Members as follows:

(b) The Selling Member shall deliver written notice (the "Offer Notice") to the Company and each other Member stating:

(i) The Selling Member's intention to Transfer all or a portion of its Membership Interest;

(ii) The name and address of the proposed transferee;

(iii) The number of units or Percentage Interest to be transferred;

(iv) The purchase price and payment terms; and

(v) All other material terms and conditions of the proposed Transfer.

(c) The Company shall have the first option to purchase all (but not less than all) of the offered Membership Interest on the same terms set forth in the Offer Notice. The Company shall have [____] days from receipt of the Offer Notice to exercise this option by written notice to the Selling Member.

(d) If the Company does not exercise its option, each non-selling Member shall have the option to purchase a pro rata portion of the offered Membership Interest (based on their respective Percentage Interests among the non-selling Members) on the same terms set forth in the Offer Notice. The non-selling Members shall have [____] days from the expiration of the Company's option period to exercise this option.

(e) If any non-selling Member elects not to purchase its full pro rata share, the remaining non-selling Members shall have the right to purchase such unpurchased Membership Interest on a pro rata basis among themselves within [____] additional days.

(f) If the Company and the non-selling Members do not collectively exercise their options to purchase all of the offered Membership Interest, the Selling Member may complete the Transfer to the proposed transferee on terms no more favorable to the transferee than those set forth in the Offer Notice, provided that such Transfer is completed within [____] days after the expiration of all option periods.

Section 9.4 Effect of Transfer

(a) A transferee of a Membership Interest who is not admitted as a Member shall be entitled only to receive allocations and distributions attributable to the transferred Membership Interest (an "Assignee") and shall have no right to participate in the management or affairs of the Company or to become a Member.

(b) An Assignee may be admitted as a Member only upon:

(i) Compliance with the transfer restrictions set forth in this Article IX;

(ii) Approval by Members holding [____]% of the Percentage Interests (excluding the transferring Member);

(iii) Execution of this Agreement (or a joinder agreement) by which the Assignee agrees to be bound by all terms and conditions of this Agreement; and

(iv) Payment by the Assignee of all reasonable expenses incurred by the Company in connection with the admission.

(c) Upon admission of a transferee as a Member, Schedule A shall be amended to reflect the change in membership.

Section 9.5 Drag-Along Rights

(a) If Members holding at least [____]% of the total Percentage Interests (the "Selling Members") propose to sell their Membership Interests to a bona fide third-party purchaser, the Selling Members may require all other Members (the "Dragged Members") to sell their Membership Interests to such purchaser on the same terms and conditions.

(b) The Selling Members shall provide written notice to the Dragged Members at least [____] days prior to the proposed sale, including all material terms of the proposed transaction.

(c) Each Dragged Member shall execute such documents and take such actions as reasonably necessary to consummate the sale.

Section 9.6 Tag-Along Rights

(a) If any Member proposes to sell more than [____]% of such Member's Membership Interest to a third party (other than a Permitted Transfer), each other Member shall have the right to sell a pro rata portion of its Membership Interest to such third party on the same terms and conditions.

(b) The selling Member shall provide written notice to all other Members at least [____] days prior to any such sale, and each other Member shall have [____] days to exercise its tag-along rights.

Section 9.7 Involuntary Transfer

(a) If any Member's Membership Interest is subject to an involuntary transfer (including foreclosure, bankruptcy, divorce, or court order), the Company and the remaining Members shall have the right to purchase such Membership Interest at fair market value.

(b) The Company shall have the first option to purchase, followed by the remaining Members on a pro rata basis.

(c) Fair market value shall be determined by agreement of the parties or, if they cannot agree, by an independent appraiser selected by the parties.

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ARTICLE X - ADMISSION OF NEW MEMBERS

Section 10.1 Admission Requirements

(a) New Members may be admitted to the Company only with the approval of Members holding:

☐ A Majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Unanimous consent of all existing Members

(b) As a condition to admission, a new Member must:

(i) Execute this Agreement (or a joinder agreement) agreeing to be bound by all terms and conditions hereof;

(ii) Make such Capital Contribution, if any, as may be required by the existing Members;

(iii) Provide such representations, warranties, and agreements as the existing Members may reasonably require; and

(iv) Pay all reasonable expenses incurred by the Company in connection with such admission.

Section 10.2 Effect of Admission

(a) Upon admission, the new Member shall have all the rights and obligations of a Member under this Agreement.

(b) Schedule A shall be amended to reflect the admission of the new Member and any adjustments to Percentage Interests.

Section 10.3 Issuance of New Membership Interests

(a) The Company may issue additional Membership Interests from time to time upon approval of Members holding [____]% of the Percentage Interests.

(b) Such issuance may be made in exchange for cash, property, services, or such other consideration as the Members determine.

(c) Existing Members shall have preemptive rights to acquire their pro rata share of any newly issued Membership Interests on the same terms offered to third parties, unless such rights are waived in writing.

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ARTICLE XI - WITHDRAWAL AND RESIGNATION

Section 11.1 Voluntary Withdrawal

(a) A Member may withdraw from the Company only:

☐ Upon [____] days' written notice to the Company and all other Members

☐ Upon the approval of Members holding [____]% of the Percentage Interests

☐ As otherwise permitted by this Agreement

(b) A withdrawing Member shall not be entitled to receive any distribution or payment for such Member's Membership Interest except as provided in Section 11.3.

Section 11.2 Events Causing Cessation of Membership

In accordance with Md. Code, Corps. & Ass'ns § 4A-606, a person ceases to be a member of the Company upon the occurrence of any of the following events:

(a) Voluntary withdrawal as provided in Section 11.1;

(b) Assignment of all of the person's membership interest;

(c) Death of the Member (if the Member is an individual);

(d) Dissolution or termination of the Member (if the Member is an entity);

(e) Bankruptcy or insolvency of the Member;

(f) Removal of the Member as provided in Section 11.4; or

(g) Any other event agreed upon in this Agreement.

Section 11.3 Payment Upon Withdrawal

(a) Upon withdrawal, a withdrawing Member shall be entitled to receive the fair market value of such Member's Membership Interest as of the date of withdrawal, determined as follows:

☐ By agreement of the withdrawing Member and the Company

☐ By an independent appraiser mutually agreed upon by the parties

☐ Based on the book value of the Member's Capital Account

☐ Other: [________________________________]

(b) Payment shall be made:

☐ In a lump sum within [____] days of the determination of fair market value

☐ In [____] equal installments over [____] years, with interest at [____]% per annum

☐ As otherwise agreed between the withdrawing Member and the Company

(c) The Company may, in its discretion, purchase the Membership Interest of the withdrawing Member or facilitate a sale to the remaining Members or third parties.

Section 11.4 Removal of Member

A Member may be removed from the Company upon the occurrence of any of the following:

(a) Breach of this Agreement that is not cured within [____] days after written notice;

(b) Conviction of a felony;

(c) Willful misconduct or gross negligence in connection with Company business;

(d) Fraud or dishonesty against the Company or any Member; or

(e) Upon the affirmative vote of Members holding [____]% of the Percentage Interests (excluding the Member subject to removal).

Section 11.5 Continuation of Company

The withdrawal, death, dissolution, bankruptcy, or removal of a Member shall not cause the dissolution of the Company, and the Company shall continue in existence with the remaining Members.

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ARTICLE XII - DISSOLUTION AND WINDING UP

Section 12.1 Events Causing Dissolution

In accordance with Md. Code, Corps. & Ass'ns § 4A-902, the Company shall be dissolved upon the first to occur of the following:

(a) At the time or upon the happening of events specified in this Agreement or the Articles of Organization;

(b) The written consent of Members holding:

☐ A Majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Unanimous consent of all Members

(c) Entry of a decree of judicial dissolution under Md. Code, Corps. & Ass'ns § 4A-903;

(d) The Company has had no Members for a period of ninety (90) consecutive days (unless continued as provided in Section 12.2); or

(e) Any other event that makes it unlawful or impossible to continue the business of the Company.

Section 12.2 Continuation After No Remaining Members

In accordance with Md. Code, Corps. & Ass'ns § 4A-902(b), the Company may not be dissolved if, within ninety (90) days after there are no remaining Members:

(a) The last remaining Member's successor or assignee agrees in writing to continue the Company and to be admitted as a Member; or

(b) A Member is admitted to the Company in accordance with provisions of this Agreement that provide for admission after there are no remaining Members.

Section 12.3 Winding Up

(a) Upon dissolution, the Company shall cease to carry on business except as necessary for the winding up of its affairs.

(b) The winding up of the Company's affairs shall be conducted by:

☐ The remaining Members

☐ A liquidating trustee appointed by the Members

☐ The Manager(s)

☐ Other: [________________________________]

(c) The person(s) conducting the winding up (the "Liquidator") shall have full authority to:

(i) Prosecute and defend suits, whether civil, criminal, or administrative;

(ii) Settle and close the Company's business;

(iii) Dispose of and convey the Company's property;

(iv) Discharge or make provision for the Company's liabilities; and

(v) Distribute the remaining assets to the Members.

Section 12.4 Distribution of Assets Upon Dissolution

Upon the winding up of the Company, the assets 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, for payment or provision for payment of all debts, liabilities, and obligations of the Company;

(b) Second, to establish any reserves that the Liquidator deems reasonably necessary for contingent or unforeseen liabilities or obligations of the Company (such reserves shall be held for a reasonable period and thereafter distributed as provided in subsection (c));

(c) Third, to the Members in accordance with their positive Capital Account balances after all allocations of Net Profits and Net Losses have been made for all periods.

Section 12.5 Deficit Capital Accounts

(a) No Member shall be required to restore a deficit Capital Account balance upon dissolution or otherwise.

(b) The foregoing shall not affect any Member's obligation to contribute previously agreed-upon Capital Contributions.

Section 12.6 Articles of Dissolution and Cancellation

(a) Upon dissolution, Articles of Dissolution shall be filed with SDAT in accordance with Md. Code, Corps. & Ass'ns § 4A-907.

(b) Upon completion of the winding up of the Company's affairs, Articles of Cancellation shall be filed with SDAT in accordance with Md. Code, Corps. & Ass'ns § 4A-909.

Section 12.7 Termination

The Company shall be terminated on the later of:

(a) The date on which SDAT accepts for record the Articles of Cancellation; or

(b) The effective date specified in the Articles of Cancellation.

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ARTICLE XIII - BOOKS, RECORDS, AND REPORTS

Section 13.1 Books and Records

The Company shall maintain complete and accurate books and records at its principal office, including:

(a) A current list of the full name and last known business or residence address of each Member and Manager;

(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 and reports for the three (3) most recent years;

(d) Copies of this Agreement and all amendments hereto;

(e) Financial statements for the three (3) most recent fiscal years;

(f) Records of all proceedings of meetings of Members and Managers;

(g) All written consents of Members and Managers;

(h) A record of Capital Contributions, Capital Accounts, and Percentage Interests; and

(i) Such other records as are necessary for proper management of the Company.

Section 13.2 Inspection Rights

(a) In accordance with Md. Code, Corps. & Ass'ns § 4A-406, each Member has the right, upon reasonable request and for any purpose reasonably related to such Member's interest as a Member:

(i) To inspect and copy the books and records of the Company; and

(ii) To obtain from the Company information regarding the affairs of the Company.

(b) Inspection shall be permitted during regular business hours at the Company's principal office upon reasonable advance notice.

(c) The Company may impose reasonable conditions on inspection, including requiring the requesting Member to pay the cost of copying documents.

Section 13.3 Financial Statements

The Company shall prepare or cause to be prepared the following financial statements:

(a) An annual balance sheet as of the end of each fiscal year;

(b) An annual income statement for each fiscal year;

(c) A statement of each Member's Capital Account as of the end of each fiscal year; and

(d) Such other financial statements as the Members may request.

Financial statements shall be provided to each Member within [____] days after the end of each fiscal year.

Section 13.4 Tax Information

The Company shall provide to each Member such information as is necessary for the preparation of such Member's federal, state, and local income tax returns, including Schedule K-1 (or any successor form), within [____] days after the end of each fiscal year.

Section 13.5 Fiscal Year

The fiscal year of the Company shall be the calendar year or such other fiscal year as the Members may determine.

Section 13.6 Accounting Method

The books and records of the Company shall be maintained using:

☐ The cash method of accounting

☐ The accrual method of accounting

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ARTICLE XIV - TAX MATTERS

Section 14.1 Tax Classification

The Company intends to be classified for federal and state income tax purposes as (select one):

☐ Partnership (if the Company has more than one Member)

☐ Disregarded entity (if the Company has only one Member)

☐ S corporation (by filing Form 2553)

☐ C corporation (by filing Form 8832)

Section 14.2 Tax Elections

The Company shall make the following tax elections:

(a) To adjust the basis of Company property pursuant to Internal Revenue Code Sections 734(b) and 743(b) upon distribution of property to a Member or transfer of a Membership Interest;

(b) To use the remedial allocation method under Treasury Regulations Section 1.704-3(d) with respect to contributed property with a book value different from its tax basis;

(c) Such other elections as the Members or Partnership Representative may determine.

Section 14.3 Partnership Representative

(a) The Partnership Representative (as defined in Internal Revenue Code Section 6223) shall be:

Name: [________________________________]

Address: [________________________________]

(b) The Partnership Representative shall have all powers and authority granted under the Internal Revenue Code, including the authority to:

(i) Represent the Company in all tax matters;

(ii) Make elections on behalf of the Company;

(iii) Extend statutes of limitations;

(iv) File claims for refund; and

(v) Settle tax controversies.

(c) The Partnership Representative shall keep all Members informed of any administrative or judicial proceedings and shall not settle any such proceeding without the consent of Members holding a majority of the Percentage Interests.

(d) If the Company is required to pay any imputed underpayment under Internal Revenue Code Section 6225, the Company may elect under Section 6226 to push out the adjustments to the Members, and each Member agrees to take such adjustments into account and to pay the resulting tax.

Section 14.4 Tax Returns

The Partnership Representative shall cause the Company to prepare and file all required federal, state, and local tax returns.

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ARTICLE XV - MARYLAND-SPECIFIC PROVISIONS

Section 15.1 Maryland Annual Report

(a) The Company shall file an Annual Report (and Personal Property Return, if applicable) with SDAT each year on or before April 15, or such other date as may be required by law.

(b) The filing fee for the Annual Report is currently $300 (or such other amount as may be required by law).

(c) Failure to file the Annual Report may result in penalties, loss of good standing, and potential forfeiture of the Company's charter.

(d) The following person shall be responsible for ensuring timely filing of the Annual Report:

☐ Manager(s)

☐ A designated Member: [________________________________]

☐ The Company's registered agent

☐ Other: [________________________________]

Section 15.2 Registered Agent Requirements

(a) The Company shall continuously maintain a registered agent and registered office in the State of Maryland as required by law.

(b) If the registered agent resigns or is unable to act, the Company shall promptly appoint a successor registered agent and file the appropriate documents with SDAT.

(c) The registered agent shall be authorized to receive service of process and official communications on behalf of the Company.

Section 15.3 Good Standing

(a) The Company shall take all actions necessary to maintain its good standing with SDAT, including:

(i) Filing all required annual reports and tax returns;

(ii) Paying all required fees, taxes, and penalties;

(iii) Maintaining a registered agent and registered office in Maryland; and

(iv) Complying with all other requirements of Maryland law.

(b) If the Company loses its good standing, it shall promptly take all steps necessary for reinstatement, including filing delinquent reports, paying accumulated penalties and interest, and submitting a reinstatement application.

Section 15.4 Maryland Personal Property Tax

If the Company owns or leases personal property in Maryland, it shall file a Personal Property Tax Return with SDAT as required by law and pay any personal property taxes due.

Section 15.5 Governing Law and Venue

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles.

(b) Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of Maryland.

(c) Each Member irrevocably consents to the jurisdiction of such courts and waives any objection based on improper venue or inconvenient forum.

Section 15.6 Judicial Dissolution

In accordance with Md. Code, Corps. & Ass'ns § 4A-903, any Member may apply to the circuit court of the county in which the Company's principal office is located for judicial dissolution if it is not reasonably practicable to carry on the business in conformity with the Articles of Organization or this Agreement.

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ARTICLE XVI - INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 16.1 Indemnification

(a) The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent of the Company (each an "Indemnified Party") from and against any and all claims, demands, liabilities, costs, damages, losses, and expenses (including reasonable attorneys' fees and costs of investigation and defense) (collectively, "Losses") arising out of or relating to:

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

(ii) Such Indemnified Party's status as a Member, Manager, officer, employee, or agent of the Company;

provided that the Indemnified Party acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

(b) Notwithstanding the foregoing, no Indemnified Party shall be entitled to indemnification for Losses arising from:

(i) Fraud, willful misconduct, or gross negligence;

(ii) Breach of this Agreement;

(iii) Transactions from which the Indemnified Party derived an improper personal benefit; or

(iv) Acts or omissions not undertaken in good faith and without a reasonable belief that such acts or omissions were in the best interests of the Company.

Section 16.2 Advancement of Expenses

The Company shall advance to any Indemnified Party the costs and expenses (including reasonable attorneys' fees) incurred in defending any claim, action, or proceeding for which indemnification may be sought under Section 16.1, upon receipt of an undertaking by the Indemnified Party to repay such amounts if it is ultimately determined that the Indemnified Party is not entitled to indemnification.

Section 16.3 Limitation of Liability

(a) No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member.

(b) No Member or Manager shall be liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member, except for Losses resulting from:

(i) Fraud, willful misconduct, or gross negligence;

(ii) Breach of this Agreement; or

(iii) Transactions from which such Member or Manager derived an improper personal benefit.

(c) The Members acknowledge that this limitation of liability is an essential term of this Agreement and that the Members would not have entered into this Agreement without such limitation.

Section 16.4 Insurance

The Company may purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against such person and incurred by such person in their capacity as a Member, Manager, officer, employee, or agent of the Company, whether or not the Company would have the power to indemnify such person against such liability under this Article XVI.

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ARTICLE XVII - MISCELLANEOUS

Section 17.1 Entire Agreement

This Agreement, including all Schedules and Exhibits 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 only by a written instrument signed by Members holding:

☐ A Majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Unanimous consent of all Members

provided, however, that no amendment that adversely affects a particular Member in a manner different from other Members shall be effective without the written consent of such affected Member.

Section 17.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default.

Section 17.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 17.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 17.6 Notices

(a) All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:

(i) Delivered personally;

(ii) Sent by certified or registered mail, return receipt requested, postage prepaid;

(iii) Sent by overnight courier service; or

(iv) Sent by electronic mail (with confirmation of receipt).

(b) Notices shall be addressed as follows:

If to the Company:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]

If to a Member, to the address set forth on Schedule A or such other address as such Member may designate in writing.

Section 17.7 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 17.8 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by facsimile or PDF shall be valid and binding.

Section 17.9 Construction

(a) As used in this Agreement, words in the singular include the plural and vice versa, and words of any gender include all genders.

(b) The word "including" means "including, without limitation."

(c) References to Sections and Schedules are to Sections of and Schedules to this Agreement unless otherwise specified.

(d) This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party.

Section 17.10 Further Assurances

Each Member shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Section 17.11 Dispute Resolution

(a) Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in accordance with the mediation rules of [________________________________].

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

☐ Litigation in the state or federal courts of Maryland

☐ Binding arbitration in accordance with the rules of [________________________________]

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

Section 17.12 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Members and their permitted successors and assigns. Nothing in this Agreement shall be construed to give any other person any legal or equitable right, remedy, or claim under this Agreement.

Section 17.13 Confidentiality

(a) Each Member shall keep confidential all non-public information concerning the Company, including financial information, business plans, and trade secrets ("Confidential Information").

(b) Confidential Information may be disclosed only:

(i) To the extent required by law;

(ii) To advisors, attorneys, and accountants who are bound by confidentiality obligations;

(iii) In connection with the enforcement of this Agreement; or

(iv) With the prior written consent of the Members.

(c) The obligations under this Section 17.13 shall survive the termination of this Agreement and the withdrawal of any Member.

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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: [________________________________]

Print Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

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Member 2:

Signature: [________________________________]

Print Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

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Member 3:

Signature: [________________________________]

Print Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

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Member 4:

Signature: [________________________________]

Print Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

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(Add additional signature blocks as needed)

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SCHEDULE A - MEMBERS

Member Name	Address	Initial Capital Contribution	Percentage Interest	Date of Admission
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[____]%	[__/__/____]

TOTAL: | | $[________________________________] | 100% | |

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SCHEDULE B - INITIAL MANAGER(S) (If Manager-Managed)

Manager Name	Address	Title	Date of Appointment
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]

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SCHEDULE C - CAPITAL CONTRIBUTION SCHEDULE

Description of Non-Cash Capital Contributions:

Member Name	Description of Property/Services	Agreed Value	Date Contributed
[________________________________]	[________________________________]	$[________________________________]	[__/__/____]
[________________________________]	[________________________________]	$[________________________________]	[__/__/____]

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This Operating Agreement is governed by the Maryland Limited Liability Company Act, Md. Code, Corps. & Ass'ns § 4A-101 et seq.