Missouri LLC Operating Agreement

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[________________________________], LLC

A Missouri Limited Liability Company

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Effective Date: [__/__/____]

This Operating Agreement (the "Agreement") of [________________________________], LLC (the "Company"), a Missouri limited liability company, is entered into and shall be effective as of the date first written above, by and among the Company and the persons executing this Agreement as Members.

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ARTICLE I - FORMATION AND NAME

Section 1.1 Formation

The Company has been organized as a Missouri limited liability company pursuant to the Missouri Limited Liability Company Act, RSMo Sections 347.010 through 347.187 (the "Act"), by the filing of Articles of Organization with the Missouri Secretary of State. The rights and obligations of the Members shall be as provided in this Agreement, except as otherwise expressly provided by the Act.

Section 1.2 Company Name

The name of the Company is: [________________________________], LLC

The Company may conduct business under such trade names or assumed names as the Members or Managers may determine from time to time, subject to compliance with applicable Missouri law, including filing of fictitious name registrations as required.

Section 1.3 Principal Office

The principal place of business of the Company shall be:

Street Address: [________________________________]

City: [________________________________] State: Missouri ZIP: [__________]

The principal place of business may be changed from time to time by the Members or Managers upon written notice to all Members.

Section 1.4 Registered Agent and Office

The Company's registered agent and registered office in Missouri shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________] State: Missouri ZIP: [__________]

The registered agent and registered office may be changed from time to time by filing the appropriate notice with the Missouri Secretary of State pursuant to RSMo 347.035.

Section 1.5 Term

The Company shall have perpetual existence unless dissolved in accordance with Article XII of this Agreement or the Act. If a specific term is desired, the Company shall exist until: [________________________________] or until dissolved as provided herein.

Section 1.6 Series LLC Designation

Pursuant to RSMo 347.186, the Members designate the following regarding Series LLC status:

☐ This Company IS a Series LLC. The Company is authorized to establish one or more designated series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the Company or profits and losses associated with specified property or obligations. Each series shall maintain separate and distinct records and account for assets separately from other series and the Company. The debts, liabilities, and obligations of each series shall be enforceable only against the assets of that series and not against the assets of the Company generally or any other series.

☐ This Company is NOT a Series LLC. The Company shall operate as a traditional limited liability company without designated series.

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ARTICLE II - PURPOSE AND POWERS

Section 2.1 Purpose

The Company is formed for the following purposes:

Primary Business Purpose: [________________________________]

[________________________________]

[________________________________]

The Company may also engage in any other lawful business, purpose, or activity for which limited liability companies may be organized under the Act, as determined by the Members or Managers from time to time.

Section 2.2 Powers

The Company shall have all powers necessary, suitable, or convenient to accomplish its purposes, including without limitation, the power to:

(a) Acquire, own, hold, improve, manage, lease, exchange, sell, convey, mortgage, pledge, or otherwise deal in and dispose of real and personal property;

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

(c) Borrow money from banks, other lending institutions, Members, Managers, or other persons, and in connection therewith, issue promissory notes, bonds, debentures, or other evidences of indebtedness and secure the same by mortgage, pledge, security interest, or other lien on Company assets;

(d) Lend money and take and hold real and personal property as security for the payment of funds loaned or debts owing to the Company;

(e) Invest and reinvest Company funds in securities, real estate, and other investments;

(f) Sue and be sued, complain and defend in its own name;

(g) Employ agents, employees, managers, accountants, attorneys, and consultants;

(h) Make tax, regulatory, and other filings, and render reports to governmental bodies;

(i) Enter into joint ventures, partnerships, or other arrangements with other persons or entities;

(j) Qualify to do business in other states and jurisdictions; and

(k) Exercise all other powers granted to limited liability companies under the Act.

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ARTICLE III - MEMBERS AND MEMBERSHIP INTERESTS

Section 3.1 Initial Members

The names, addresses, and Percentage Interests of the initial Members of the Company are set forth in Exhibit A attached hereto and incorporated by reference.

Section 3.2 Membership Interest Defined

A "Membership Interest" means a Member's entire interest in the Company, including the Member's:

(a) Share of profits, losses, and distributions;

(b) Right to vote on matters requiring Member approval;

(c) Right to participate in the management of the Company (if member-managed);

(d) Right to information regarding Company business and affairs; and

(e) All other rights, benefits, and privileges enjoyed under this Agreement and the Act.

Section 3.3 Percentage Interests

Each Member's Percentage Interest in the Company shall be as set forth in Exhibit A and shall be adjusted from time to time as provided in this Agreement upon the admission of new Members, withdrawal of Members, or additional Capital Contributions. The total of all Percentage Interests shall at all times equal one hundred percent (100%).

Section 3.4 Certificates of Interest

☐ The Company SHALL issue certificates evidencing Membership Interests. Such certificates shall be in such form as the Members or Managers may approve and shall be signed by an authorized Member or Manager. Membership Interests represented by certificates shall be considered "securities" governed by Article 8 of the Uniform Commercial Code.

☐ The Company SHALL NOT issue certificates evidencing Membership Interests. The Membership Interests of the Company shall be uncertificated and shall not be treated as "securities" governed by Article 8 of the Uniform Commercial Code.

Section 3.5 Nature of Membership Interest

A Membership Interest in the Company is personal property. Pursuant to RSMo 347.115, a Member has no interest in specific Company property. A Membership Interest may be assigned in whole or in part only as provided in Article IX of this Agreement.

Section 3.6 Liability of Members

No Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member. Except as otherwise provided in this Agreement or required by law, no Member shall be required to make any contribution to the Company other than the Member's agreed Capital Contribution.

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ARTICLE IV - CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Member shall contribute to the capital of the Company the amount set forth opposite such Member's name in Exhibit A as such Member's Initial Capital Contribution. Initial Capital Contributions shall be made in the following form:

☐ Cash

☐ Property (describe): [________________________________]

☐ Services rendered (describe): [________________________________]

☐ Promissory note payable to the Company (attach terms)

☐ Other (describe): [________________________________]

Section 4.2 Additional Capital Contributions

(a) Mandatory Additional Contributions. No Member shall be required to make any additional Capital Contribution beyond the Initial Capital Contribution without such Member's prior written consent, except as follows:

☐ No mandatory additional contributions are required.

☐ Members agree to make additional contributions upon the following terms: [________________________________]

(b) Voluntary Additional Contributions. Additional Capital Contributions may be made by any Member with the consent of:

☐ A majority of the Members

☐ [____]% of the Percentage Interests

☐ All Members (unanimous consent)

(c) Effect on Percentage Interests. Unless otherwise agreed in writing by all Members, additional Capital Contributions shall result in a recalculation of Percentage Interests as follows:

☐ Proportionate to total Capital Contributions

☐ No adjustment to Percentage Interests

☐ Other: [________________________________]

Section 4.3 Capital Accounts

(a) Establishment. A separate Capital Account shall be established and maintained for each Member in accordance with the capital accounting rules of Treasury Regulation Section 1.704-1(b)(2)(iv).

(b) Credits. Each Member's Capital Account shall be credited with:

(i) The amount of money contributed by such Member to the Company;

(ii) The fair market value of property contributed by such Member (net of liabilities secured by such property);

(iii) Allocations to such Member of Company income and gain (including tax-exempt income); and

(iv) Any items in the nature of income or gain specially allocated to such Member.

(c) Debits. 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 secured by such property);

(iii) Allocations to such Member of Company loss and deduction (including expenditures not deductible and not properly chargeable to capital); and

(iv) Any items in the nature of loss or deduction specially allocated to such Member.

(d) Transfers. 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 interest transferred.

(e) No Interest. No Member shall be entitled to interest on the Member's Capital Contribution or Capital Account unless otherwise specifically provided in this Agreement.

Section 4.4 Return of Capital Contributions

Except as otherwise provided in this Agreement or the Act:

(a) No Member shall have the right to withdraw or reduce such Member's Capital Contribution;

(b) No Member shall have the right to demand or receive the return of any Capital Contribution except upon dissolution;

(c) No Member shall have priority over any other Member for the return of Capital Contributions; and

(d) A loan by a Member to the Company shall not be considered a Capital Contribution.

Section 4.5 Member Loans

(a) Any Member may, with the consent of a majority of the authorized persons, lend money to the Company on such terms and conditions as may be agreed upon by the Member and the Company.

(b) Member loans shall not increase the lending Member's Capital Account or Percentage Interest.

(c) Repayment of Member loans shall have priority over distributions to Members except as otherwise agreed in writing.

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ARTICLE V - ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Allocation of Profits and Losses

Pursuant to RSMo 347.111, the profits and losses of the Company shall be allocated among the Members as follows:

(a) General Rule. Except as otherwise provided in this Article V, the net profits and net losses of the Company for each fiscal year shall be allocated among the Members in accordance with their respective Percentage Interests.

(b) Special Allocations. The following special allocations shall be made in the following order:

(i) 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 Company income and gain for such year in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g).

(ii) Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain shall be allocated items of Company income and gain for such year in an amount equal to such Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(i)(4).

(iii) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation 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 Adjusted Capital Account as quickly as possible.

(iv) Gross Income Allocation. If any Member has a deficit Capital Account balance at the end of any fiscal year that is in excess of the sum of any amount such Member is obligated to restore plus such Member's share of Company Minimum Gain, such Member shall be allocated items of Company income and gain in the amount of such excess as quickly as possible.

Section 5.2 Regulatory Allocations

The allocations set forth in Section 5.1(b) (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulation Section 1.704-1(b) and Section 1.704-2. Notwithstanding any other provision of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other profits, losses, and items of income, gain, loss, and deduction among the Members so that, to the extent possible, the net amount of such allocations of other profits, losses, and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each Member if the Regulatory Allocations had not occurred.

Section 5.3 Tax Allocations

(a) In General. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in accordance with the allocation of the corresponding item of profit or loss to the extent permitted by the Internal Revenue Code and Treasury Regulations.

(b) Section 704(c) Allocations. In accordance with Section 704(c) of the Internal Revenue Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value.

(c) Allocations Upon Transfer. If any Membership Interest is transferred during any fiscal year, the profits, losses, and other items attributable to such interest 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 permissible under Section 706 of the Internal Revenue Code and the Treasury Regulations thereunder as determined by the Tax Matters Partner/Partnership Representative.

Section 5.4 Allocation Among Classes

If the Company has more than one class of Membership Interests, allocations among classes shall be made as set forth in Exhibit B attached hereto.

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ARTICLE VI - DISTRIBUTIONS

Section 6.1 Distributions Generally

Pursuant to RSMo 347.101, distributions of cash or other property to Members shall be made at such times and in such amounts as determined by:

☐ A majority of the authorized persons

☐ [____]% of the Percentage Interests

☐ The Manager(s)

☐ Other: [________________________________]

Section 6.2 Distribution Amounts

Subject to the limitations set forth in Section 6.4 and the Act, distributions shall be made as follows:

(a) Operating Distributions. Operating distributions shall be made to the Members in proportion to their respective Percentage Interests.

(b) Tax Distributions. The Company shall use reasonable efforts to distribute to each Member, at least quarterly, an amount sufficient to enable each Member to pay federal, state, and local income taxes attributable to such Member's allocable share of Company income, calculated using the highest marginal tax rate applicable to individuals in Missouri and for federal income tax purposes.

(c) Liquidating Distributions. Upon dissolution and winding up of the Company, distributions shall be made in accordance with Article XII.

Section 6.3 Distribution Timing

☐ Quarterly. Distributions shall be made within [____] days after the end of each calendar quarter.

☐ Annually. Distributions shall be made within [____] days after the end of each fiscal year.

☐ As determined. Distributions shall be made at such times as determined by the Members or Managers.

☐ Other: [________________________________]

Section 6.4 Limitations on Distributions

Pursuant to RSMo 347.109:

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

(i) The Company would be unable to pay its debts as they become due in the usual course of business; or

(ii) The Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of Members whose preferential rights are superior to those of Members receiving the distribution.

(b) The Company may base a determination of whether a distribution is permitted on:

(i) Financial statements prepared on the basis of generally accepted accounting principles;

(ii) Financial statements that use another accounting basis that is reasonable under the circumstances; or

(iii) A fair valuation or other method that is reasonable under the circumstances.

(c) The effect of a distribution is measured as of the date the distribution is authorized if payment occurs within one hundred twenty (120) days after authorization, and otherwise as of the date of payment.

Section 6.5 Wrongful Distributions

(a) A Member who receives a distribution knowing at the time that the distribution violated Section 6.4 is liable to the Company for the amount of the distribution.

(b) A Member or Manager who authorizes a distribution in violation of Section 6.4, knowing that the distribution violated such section, is personally liable to the Company for the amount of the distribution that exceeds that which could have been distributed without violating such section.

(c) A person who is liable under this Section 6.5 may seek contribution from every other person who could be held liable.

(d) An action under this section is barred unless commenced within three (3) years after the date of distribution.

Section 6.6 Distributions in Kind

Distributions may be made in kind (i.e., in property other than cash) if approved by:

☐ A majority of the authorized persons

☐ [____]% of the Percentage Interests

☐ All Members (unanimous consent)

Property distributed in kind shall be valued at its fair market value as determined by the Members or Managers in good faith. A Member may not be compelled to accept a distribution in kind to the extent the distribution would result in such Member bearing a disproportionate amount of unrealized gain or loss inherent in such property.

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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. Each Member shall have the right to participate in the management of the Company and shall have authority to bind the Company in the ordinary course of business. Complete Section 7.2.

☐ MANAGER-MANAGED. The Company shall be managed by one or more Managers. Members who are not Managers shall have no authority to bind the Company or participate in management except as expressly provided in this Agreement. Complete Section 7.3.

Section 7.2 Member-Managed Company

(a) Authority of Members. In a member-managed Company, each Member is an agent of the Company for the purpose of its business. An act of a Member, including the signing of an instrument in the Company's name, for apparently carrying on in the ordinary course the Company's business or business of the kind carried on by the Company, binds the Company, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority.

(b) Voting. Except as otherwise provided in this Agreement or the Act, all decisions requiring Member approval in a member-managed Company shall require the affirmative vote of:

☐ A majority of the Members (by number)

☐ Members holding a majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ All Members (unanimous consent)

(c) Actions Requiring Unanimous Consent. Pursuant to RSMo 347.079, the following actions shall require the written consent of all Members:

(i) Amendment of the Articles of Organization or this Operating Agreement;

(ii) Admission of a new Member or issuance of additional Membership Interests;

(iii) Merger, consolidation, or conversion of the Company;

(iv) Transfer of management from Members to Managers or vice versa;

(v) Sale, lease, exchange, or other disposition of all or substantially all Company assets outside the ordinary course of business;

(vi) Any transaction not in the stated purpose of the Company or outside the ordinary course of business;

(vii) Incurrence of debt outside the ordinary course of business exceeding $[________________________________];

(viii) Any change in the contribution obligations of Members;

(ix) Dissolution of the Company; and

(x) Other: [________________________________].

Section 7.3 Manager-Managed Company

(a) Appointment of Managers. The Company shall be managed by the following Manager(s):

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

(b) Number of Managers. The Company shall have [____] Manager(s). The number of Managers may be changed by:

☐ A majority vote of the Members

☐ [____]% of the Percentage Interests

☐ All Members (unanimous consent)

(c) Qualifications. Managers need not be Members of the Company unless required below:

☐ Managers must be Members of the Company.

☐ Managers need not be Members of the Company.

(d) Selection and Removal. Managers shall be selected and may be removed by a majority vote of the Members, unless otherwise provided:

☐ Managers shall be selected by [____]% vote of the Members.

☐ Managers may be removed only for cause by [____]% vote of the Members.

☐ Other: [________________________________]

(e) Term. Each Manager shall serve until:

☐ Resignation, removal, death, or incapacity

☐ [____] year term, subject to reappointment

☐ Other: [________________________________]

(f) Authority of Managers. Subject to Section 7.3(g), the Manager(s) shall have full 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.

(g) Actions Requiring Member Approval. Notwithstanding Section 7.3(f), the following actions shall require the prior approval of Members as specified:

(i) Amendment of the Articles of Organization or this Operating Agreement (unanimous consent);

(ii) Admission of a new Member or issuance of additional Membership Interests (unanimous consent);

(iii) Merger, consolidation, or conversion of the Company (unanimous consent);

(iv) Sale, lease, exchange, or other disposition of all or substantially all Company assets outside the ordinary course of business (unanimous consent);

(v) Dissolution of the Company (unanimous consent);

(vi) Incurrence of debt exceeding $[________________________________] (☐ majority / ☐ [____]% / ☐ unanimous);

(vii) Capital expenditures exceeding $[________________________________] (☐ majority / ☐ [____]% / ☐ unanimous);

(viii) Entering into contracts with a term exceeding [____] years (☐ majority / ☐ [____]% / ☐ unanimous);

(ix) Hiring or terminating key employees with annual compensation exceeding $[________________________________] (☐ majority / ☐ [____]% / ☐ unanimous);

(x) Other: [________________________________].

(h) Compensation of Managers. Managers shall be entitled to compensation as follows:

☐ No compensation for services as Manager

☐ Compensation of $[________________________________] per [____]

☐ Compensation as determined by the Members

☐ Other: [________________________________]

(i) Reimbursement. Managers shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in performing their duties on behalf of the Company.

Section 7.4 Officers

(a) Designation. The Members or Managers may appoint officers of the Company, including a President, Vice President, Secretary, Treasurer, and such other officers as may be deemed appropriate.

(b) Authority. Officers shall have such authority and perform such duties as the Members or Managers may determine from time to time or as set forth in resolutions adopted by the Members or Managers.

(c) Current Officers. The initial officers of the Company are:

Office	Name
President	[________________________________]
Vice President	[________________________________]
Secretary	[________________________________]
Treasurer	[________________________________]
Other: [____________]	[________________________________]

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ARTICLE VIII - MEETINGS AND VOTING

Section 8.1 Meetings of Members

(a) Annual Meeting. An annual meeting of Members shall be held on [________________________________] of each year, or at such other time as the Members may determine, for the purpose of transacting such business as may come before the meeting.

☐ No annual meeting is required.

(b) Special Meetings. Special meetings of Members may be called by:

(i) Any Manager (if manager-managed);

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

(iii) Any [____] or more Members.

(c) Place of Meeting. Meetings may be held at the principal place of business of the Company or at such other place as designated in the notice of meeting. Members may participate in meetings by telephone or other communications equipment by which all persons participating can hear each other, and participation by such means shall constitute presence in person at the meeting.

Section 8.2 Notice of Meetings

(a) Written notice of each meeting stating the place, date, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered to each Member not less than [____] days nor more than [____] days before the date of the meeting.

(b) Notice may be given personally, by mail, by electronic mail, or by any other means reasonably calculated to give notice.

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

Section 8.3 Quorum

A quorum at any meeting of Members shall consist of Members holding at least:

☐ A majority of the Percentage Interests

☐ [____]% of the Percentage Interests

☐ Other: [________________________________]

Section 8.4 Voting

(a) Voting Power. Each Member shall be entitled to vote in proportion to such Member's Percentage Interest, unless otherwise provided in this Agreement.

(b) Manner of Voting. Voting may be by voice, show of hands, written ballot, or electronic means as determined by the Members or presiding officer.

(c) Proxies. A Member may vote by proxy executed in writing by the Member or by the Member's duly authorized attorney-in-fact. No proxy shall be valid after [____] months from the date of its execution unless otherwise provided in the proxy.

Section 8.5 Action Without Meeting

Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if a written consent setting forth the action taken is signed by Members having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all Members were present and voted. Prompt notice of the taking of any action without a meeting shall be given to all Members who did not consent in writing.

Section 8.6 Meetings of Managers

If the Company is manager-managed, the Managers may hold meetings at such times and places as they may determine. Meetings may be called by any Manager upon [____] days' notice. A majority of the Managers shall constitute a quorum. The affirmative vote of a majority of Managers present at a meeting at which a quorum is present shall be required for any action, unless otherwise specified.

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ARTICLE IX - TRANSFER RESTRICTIONS

Section 9.1 General Restriction on Transfers

Pursuant to RSMo 347.115, a Member's Membership Interest is personal property and may be assigned in whole or in part. However, except as otherwise provided in this Article IX:

(a) No Member shall Transfer all or any portion of such Member's Membership Interest without the prior written consent of:

☐ A majority of the non-transferring Members

☐ [____]% of the Percentage Interests held by non-transferring Members

☐ All non-transferring Members (unanimous consent)

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

Section 9.2 Permitted Transfers

Notwithstanding Section 9.1, a Member may Transfer all or any portion of such Member's Membership Interest without consent to:

☐ A revocable trust for the benefit of the transferring Member or the Member's immediate family;

☐ The Member's spouse, children, grandchildren, or parents;

☐ Another Member of the Company;

☐ A corporation, partnership, or LLC wholly owned by the transferring Member;

☐ Other: [________________________________]

provided that such transferee agrees in writing to be bound by this Agreement.

Section 9.3 Right of First Refusal

(a) Offer Notice. Before any Member may Transfer a Membership Interest to a third party (other than a Permitted Transfer under Section 9.2), such Member (the "Selling Member") shall first offer to sell the interest to the Company and/or the other Members by delivering written notice (the "Offer Notice") to the Company and all other Members specifying:

(i) The name of the proposed transferee;

(ii) The Membership Interest proposed to be Transferred;

(iii) The proposed purchase price and terms of payment; and

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

(b) Company's Right. The Company shall have the first right to purchase all (but not less than all) of the offered Membership Interest at the price and on the terms stated in the Offer Notice. The Company shall exercise this right by delivering written notice to the Selling Member within [____] days after receipt of the Offer Notice.

(c) Members' Right. If the Company does not exercise its right under Section 9.3(b), the remaining Members shall have the right to purchase all (but not less than all) of the offered Membership Interest, pro rata in accordance with their respective Percentage Interests (or in such other proportions as they may agree), at the price and on the terms stated in the Offer Notice. The Members shall exercise this right by delivering written notice to the Selling Member within [____] days after the expiration of the Company's right.

(d) Closing. If the Company or Members exercise their rights under this Section 9.3, the closing of the purchase shall occur within [____] days after the exercise notice is given.

(e) Transfer to Third Party. If neither the Company nor the remaining Members exercise their rights under this Section 9.3, the Selling Member may Transfer the Membership Interest to the proposed transferee on terms no more favorable to the transferee than those stated in the Offer Notice, provided the Transfer is completed within [____] days after the expiration of the Members' right. If the Transfer is not completed within such period, the Selling Member must again comply with this Section 9.3 before making any Transfer.

Section 9.4 Rights of Assignees

(a) Pursuant to RSMo 347.115, an assignee of a Membership Interest who has not become a Member:

(i) Is entitled to receive, to the extent assigned, the share of distributions and profits to which the assignor would otherwise be entitled;

(ii) Has no right to participate in the management or conduct of the Company's business;

(iii) Has no right to become a Member;

(iv) Has no right to inspect Company books and records; and

(v) Has no right to vote on Company matters.

(b) An assignee may become a Member only as provided in Article X of this Agreement.

Section 9.5 Assignor Remains Liable

An assignor Member shall not be released from liability for the performance of such Member's obligations under this Agreement, including contribution obligations, without the written consent of all other Members, unless otherwise provided in this Agreement.

Section 9.6 Involuntary Transfers

(a) Upon any involuntary Transfer of a Membership Interest (including by operation of law, court order, foreclosure, or death of a Member), the Company and/or the remaining Members shall have the option to purchase such interest at fair market value.

(b) For purposes of this Section, "fair market value" shall be determined by:

☐ Agreement of the parties;

☐ An independent appraiser selected by the parties or, if unable to agree, by each party selecting an appraiser and the two appraisers selecting a third, with the value determined by the average of the three appraisals;

☐ Book value as shown on the most recent Company financial statements;

☐ Other: [________________________________]

Section 9.7 Charging Orders

Pursuant to RSMo 347.119, a judgment creditor of a Member may obtain a charging order against the Member's Membership Interest for payment of the unsatisfied amount of the judgment with interest. A charging order is the exclusive remedy for a judgment creditor.

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ARTICLE X - ADMISSION OF NEW MEMBERS

Section 10.1 Admission of New Members

Pursuant to RSMo 347.113, additional Members may be admitted to the Company:

(a) By Agreement. A person may be admitted as a new Member by signing or becoming a party to this Operating Agreement and complying with any conditions set forth herein, with the written consent of:

☐ All existing Members (unanimous consent required under RSMo 347.079)

☐ Other (if permitted by this Agreement): [________________________________]

(b) Upon Assignment. An assignee of a Membership Interest may be admitted as a Member if:

(i) The assigning Member grants the assignee the right to become a Member;

(ii) The assignee meets any qualifications set forth in this Agreement; and

(iii) The existing Members consent to such admission (if required).

Section 10.2 Terms of Admission

Upon admission, a new Member shall:

(a) Execute and deliver a counterpart signature page to this Operating Agreement or a joinder agreement in form acceptable to the existing Members;

(b) Make such Capital Contribution as may be required by the existing Members;

(c) Pay all reasonable expenses incurred by the Company in connection with such admission; and

(d) Receive such Percentage Interest as agreed upon by the existing Members, with appropriate adjustment to the Percentage Interests of existing Members.

Section 10.3 Amendment of Records

Upon admission of a new Member, the Company shall amend Exhibit A to reflect the new Member's name, address, Capital Contribution, and Percentage Interest.

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ARTICLE XI - WITHDRAWAL AND DISSOCIATION

Section 11.1 Voluntary Withdrawal

(a) Right to Withdraw. Pursuant to RSMo 347.121, a Member may withdraw from the Company:

(i) At the time or upon the happening of events specified in this Agreement; or

(ii) At any time upon giving ninety (90) days' prior written notice to the other Members.

(b) Withdrawal in Violation of Agreement. If a Member withdraws in violation of this Agreement, the Company may recover damages for breach and may offset such damages against any distribution owed to the withdrawing Member.

Section 11.2 Events of Dissociation

Pursuant to RSMo 347.123, a person ceases to be a Member upon the occurrence of any of the following events:

(a) The Member voluntarily withdraws pursuant to Section 11.1;

(b) The Member assigns all of such Member's Membership Interest;

(c) The Member is expelled pursuant to the terms of this Agreement;

(d) The Member makes an assignment for the benefit of creditors;

(e) The Member files a voluntary petition in bankruptcy or is adjudged bankrupt or insolvent;

(f) The Member seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator;

(g) With respect to a Member who is a natural person:

(i) The Member's death; or

(ii) The entry of a court order adjudicating the Member incompetent to manage the Member's person or estate;

(h) With respect to a Member that is a trust or estate, the termination of such trust or distribution of such Member's entire interest by the fiduciary;

(i) With respect to a Member that is an entity:

(i) The filing of articles of dissolution;

(ii) The revocation of its charter; or

(iii) Any other event that results in the dissolution of such entity.

Section 11.3 Effect of Dissociation

(a) Upon dissociation, the dissociated Member (or the representative of a deceased or incapacitated Member) shall cease to participate in the management and conduct of the Company's business and shall have only the rights of an assignee of the Member's Membership Interest.

(b) The dissociated Member shall remain liable for any obligations to make contributions and for any other obligations under this Agreement incurred before dissociation.

Section 11.4 Purchase of Dissociating Member's Interest

(a) Company Option. Upon dissociation, the Company shall have the option, but not the obligation, to purchase the dissociated Member's Membership Interest.

(b) Purchase Price. If the Company exercises its option, the purchase price shall be the fair value of the dissociated Member's interest as of the date of dissociation based upon such Member's right to share in distributions from the Company as an ongoing operation.

(c) Payment Terms. The purchase price shall be paid:

☐ In full at closing within [____] days after dissociation

☐ In [____] equal installments over [____] months/years with interest at [____]%

☐ Other: [________________________________]

Section 11.5 Continuation After Dissociation

The Company shall not dissolve upon the dissociation of a Member if:

(a) There remains at least one Member; and

(b) The remaining Members elect to continue the business of the Company.

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ARTICLE XII - DISSOLUTION AND WINDING UP

Section 12.1 Events of Dissolution

Pursuant to RSMo 347.137, the Company shall be dissolved upon the first to occur of the following:

(a) Upon the happening of events specified in the Articles of Organization or this Agreement;

(b) The written consent of all Members to dissolve;

(c) The withdrawal of a Member, unless within ninety (90) days after such withdrawal, a majority in interest of the remaining Members vote to continue the business of the Company;

(d) At any time there are no Members, unless within ninety (90) days a personal representative of the last remaining Member agrees in writing to continue the Company and admits a successor Member;

(e) Entry of a decree of judicial dissolution under RSMo 347.143; or

(f) The Company is not the surviving entity in a merger or consolidation.

Section 12.2 Notice of Winding Up

As soon as possible following a dissolution event, the Company shall file a notice of winding up with the Missouri Secretary of State stating that the Company has been dissolved and is winding up its business.

Section 12.3 Winding Up

Upon dissolution, the Company shall cease to carry on its business except as necessary to wind up its affairs. The Company shall continue to exist until articles of termination are filed or a court decree of dissolution is entered. During winding up, the Company shall:

(a) Collect all Company assets;

(b) Discharge or make provision for all Company liabilities;

(c) Dispose of all Company properties not to be distributed in kind to Members; and

(d) Distribute remaining assets to Members as provided in Section 12.4.

Section 12.4 Distribution of Assets Upon Dissolution

Pursuant to RSMo 347.139, upon dissolution and completion of winding up, the assets of the Company shall be distributed in the following order of priority:

(a) First: To creditors (including Members who are creditors) in satisfaction of liabilities of the Company, in the order of priority as provided by law, or, if insufficient to pay all such liabilities, ratably in accordance with the amounts owed;

(b) Second: To Members in satisfaction of any distribution previously declared but not yet made;

(c) Third: To Members in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions, and allocations for all periods.

If any assets are to be distributed in kind, such assets shall be valued at fair market value as of the date of distribution and such value shall be used for purposes of determining the amount distributed.

Section 12.5 Articles of Termination

When all assets have been distributed as provided in Section 12.4, the Company shall file articles of termination with the Missouri Secretary of State pursuant to RSMo 347.045.

Section 12.6 Liability of Members After Dissolution

Members shall not be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, whether arising before or after dissolution.

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ARTICLE XIII - FIDUCIARY DUTIES

Section 13.1 Duties of Members and Managers

Pursuant to RSMo 347.088:

(a) Standard of Care. Every Member (in a member-managed Company) and every Manager (in a manager-managed Company) shall act in good faith, with the care that a corporate officer of like position would exercise under similar circumstances, and in a manner the Member or Manager reasonably believes to be in the best interests of the Company.

(b) Reliance on Information. A Member or Manager may rely in good faith upon records, reports, financial statements, and other information presented by officers, employees, or committees of the Company, legal counsel, accountants, or other persons as to matters reasonably believed to be within such person's professional competence.

(c) Good Faith Reliance on Agreement. A Member, Manager, or other person acting under this Operating Agreement shall not be liable to the Company or to any Member for such person's good faith reliance on the provisions of this Agreement.

Section 13.2 Modification of Duties

Pursuant to RSMo 347.088(2), the Members agree to modify the default fiduciary duties as follows:

☐ No modification; default duties apply.

☐ The duty of loyalty is modified as follows: [________________________________]

☐ The duty of care is modified as follows: [________________________________]

☐ Other modifications: [________________________________]

Section 13.3 No Duty of Non-Managing Members

Pursuant to RSMo 347.088(4), in a manager-managed Company, a Member who is not also a Manager shall have no duties to the Company or the other Members solely by reason of being a Member.

Section 13.4 Duty to Account for Profits

Pursuant to RSMo 347.088(3), unless otherwise agreed by a majority of the disinterested Members or Managers:

(a) Every Member and Manager shall account to the Company and hold as trustee for it any profit or benefit derived from:

(i) Any transaction connected with the conduct or winding up of the Company's business;

(ii) Any use of Company property; or

(iii) Any appropriation of a Company opportunity.

(b) This duty shall continue until the winding up of the Company is completed.

Section 13.5 Competing Activities

☐ Permitted. Members and Managers may engage in business activities that compete with the Company, and neither the Company nor any Member shall have any right to participate in such activities or to receive any income or profit therefrom.

☐ Restricted. No Member or Manager shall engage in any business activity that directly competes with the Company without the prior written consent of [____]% of the Members.

☐ Other: [________________________________]

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ARTICLE XIV - INDEMNIFICATION AND EXCULPATION

Section 14.1 Indemnification

(a) 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 losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising from any claim, demand, action, suit, or proceeding (whether civil, criminal, administrative, or investigative) in which such Indemnified Person may be involved, as a party or otherwise, by reason of such person's status as a Member, Manager, officer, employee, or agent of the Company or by reason of any action taken or omitted to be taken by such person in such capacity, provided that such Indemnified Person:

(i) Acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company; and

(ii) With respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

(b) The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith or in a manner reasonably believed to be in the best interests of the Company.

Section 14.2 Advancement of Expenses

Expenses (including attorneys' fees) incurred by an Indemnified Person in defending any claim, demand, action, suit, or proceeding may be paid by the Company in advance of the final disposition of such matter 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 by the Company.

Section 14.3 Exculpation

(a) No Indemnified Person shall be liable to the Company or any Member for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that an Indemnified Person shall be liable for any such loss, damage, or claim incurred by reason of such person's:

(i) Gross negligence or willful misconduct;

(ii) Knowing violation of law;

(iii) Breach of the duty of loyalty (unless modified under Section 13.2); or

(iv) Transaction from which such person derived an improper personal benefit.

(b) This Section 14.3 shall not eliminate or limit the liability of an Indemnified Person for any act or omission occurring before the date of this Agreement.

Section 14.4 Insurance

The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status 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 Agreement.

Section 14.5 Non-Exclusivity

The rights of indemnification and advancement of expenses provided by this Article XIV shall not be exclusive of any other rights to which any Indemnified Person may be entitled under any agreement, vote of Members, or otherwise.

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ARTICLE XV - TAX MATTERS

Section 15.1 Tax Classification

The Company has elected to be classified for federal and state income tax purposes as:

☐ Partnership. The Company shall be treated as a partnership for federal income tax purposes and shall not elect to be treated as a corporation. (Default for multi-member LLCs)

☐ Disregarded Entity. The Company shall be treated as a disregarded entity for federal income tax purposes. (Default for single-member LLCs)

☐ S Corporation. The Company elects to be treated as an S corporation for federal and state income tax purposes by filing Form 2553.

☐ C Corporation. The Company elects to be treated as a C corporation for federal and state income tax purposes by filing Form 8832.

Section 15.2 Partnership Representative (Tax Matters Partner)

(a) Designation. For taxable years beginning after December 31, 2017, the following person is designated as the Partnership Representative for purposes of the centralized partnership audit regime under Sections 6221 through 6241 of the Internal Revenue Code (as amended by the Bipartisan Budget Act of 2015):

Partnership Representative: [________________________________]

Address: [________________________________]

(b) Authority. The Partnership Representative shall have sole authority to act on behalf of the Company in any tax audit, dispute, or litigation with any taxing authority, and shall have all powers and authorities granted to partnership representatives under the Internal Revenue Code and Treasury Regulations.

(c) Push-Out Election. To the extent permitted by law, the Partnership Representative shall make the election under Section 6226 of the Internal Revenue Code to "push out" any imputed underpayment to the reviewed year partners rather than having the Company pay such underpayment at the partnership level.

(d) Indemnification. Each Member agrees to indemnify and hold harmless the Company and the Partnership Representative from any liability, including taxes, penalties, interest, and reasonable expenses, attributable to such Member's failure to pay taxes owed as a result of adjustments made to the Company's tax returns.

Section 15.3 Tax Returns

(a) The Partnership Representative shall cause to be prepared and timely filed all federal, state, and local tax returns required to be filed by the Company.

(b) The Partnership Representative shall provide each Member with a copy of Schedule K-1 (or successor form) and such other information as may be necessary for the preparation of such Member's income tax returns.

Section 15.4 Tax Elections

The Partnership Representative shall have authority to make all tax elections on behalf of the Company, including but not limited to:

(a) Elections under Section 754 of the Internal Revenue Code relating to optional adjustment to basis of Company assets;

(b) Elections regarding the method of depreciation, amortization, or cost recovery;

(c) Elections regarding accounting methods; and

(d) Any other election the Partnership Representative deems necessary or advisable.

Section 15.5 Withholding

The Company is authorized to withhold from distributions, or with respect to allocations, to a Member any taxes required by law to be withheld and to pay over such amounts to the appropriate taxing authority. Any amounts so withheld shall be treated as amounts distributed to such Member.

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ARTICLE XVI - MISSOURI-SPECIFIC PROVISIONS

Section 16.1 Governing Law

This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Missouri, including the Missouri Limited Liability Company Act, RSMo Sections 347.010 through 347.187, without regard to conflict of law principles.

Section 16.2 Forum Selection

Any action or proceeding arising out of or relating to this Agreement or the Company shall be brought exclusively in the state or federal courts located in [________________________________] County, Missouri. Each Member irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on venue or inconvenient forum.

Section 16.3 Missouri Annual Registration

The Company acknowledges that Missouri does not require annual reports for domestic limited liability companies. However, the Company shall maintain current information with the Missouri Secretary of State, including any changes to the registered agent or registered office, by filing appropriate amendments.

Section 16.4 Missouri Biennial Registration (If Applicable)

If the Company elects S corporation tax treatment, it must comply with Missouri corporate registration requirements, including any biennial registration requirements.

Section 16.5 Missouri Series LLC Provisions

If the Company is designated as a Series LLC under Section 1.6:

(a) Each series shall be treated as a separate entity to the extent set forth in the Articles of Organization and this Agreement, pursuant to RSMo 347.186.

(b) Each series may contract in its own name, hold title to assets, grant liens and security interests, sue and be sued, and otherwise conduct business and exercise the powers of an LLC.

(c) Assets of each series shall be held and accounted for separately from assets of any other series and the Company generally.

(d) Notice of the limitation on liability of a series must be set forth in the Articles of Organization.

(e) The rights, powers, and duties of the members and managers of each series, and the allocation of profits, losses, and distributions, shall be as set forth in a separate series operating agreement or addendum to this Agreement.

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ARTICLE XVII - BOOKS, RECORDS, AND REPORTS

Section 17.1 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, residence, or mailing 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 Operating Agreement and all amendments thereto;

(e) Copies of any financial statements of the Company for the three (3) most recent years;

(f) Books and records reflecting the Company's assets, liabilities, income, expenses, and Capital Accounts; and

(g) Minutes of all meetings of Members and Managers.

Section 17.2 Inspection Rights

Each Member shall have the right, upon reasonable request and for any purpose reasonably related to the Member's interest as a Member, to inspect and copy during ordinary business hours any of the Company's books and records. The Company may impose a reasonable charge to cover the costs of copies.

Section 17.3 Financial Statements

The Company shall furnish to each Member:

☐ Annual financial statements within [____] days after the end of each fiscal year

☐ Quarterly financial statements within [____] days after the end of each quarter

☐ Monthly financial statements within [____] days after the end of each month

☐ No regular financial statements required; available upon request

Section 17.4 Fiscal Year

The fiscal year of the Company shall be:

☐ The calendar year (January 1 - December 31)

☐ Other: [________________________________]

Section 17.5 Bank Accounts

The Company shall maintain one or more bank accounts in the Company's name at financial institutions selected by the Members or Managers. All Company funds shall be deposited in such accounts and shall not be commingled with the personal funds of any Member.

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ARTICLE XVIII - MISCELLANEOUS PROVISIONS

Section 18.1 Entire Agreement

This Agreement, including all Exhibits attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 18.2 Amendments

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by:

☐ All Members

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

☐ Other: [________________________________]

Any amendment shall be effective only if in writing and signed by the required parties.

Section 18.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.

Section 18.4 Binding Effect

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

Section 18.5 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 registered or certified mail, return receipt requested, postage prepaid;

(c) One (1) business day after being sent by overnight courier; or

(d) Upon confirmation of receipt if sent by electronic mail (email).

Notices shall be sent to the addresses set forth in Exhibit A or to such other address as a party may designate in writing.

Section 18.6 Waiver

No waiver of any provision of this Agreement or of any right or remedy hereunder shall be effective unless in writing and signed by the waiving party. No waiver shall be deemed a continuing waiver or waiver of any other provision.

Section 18.7 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and scanned signatures transmitted by email or other electronic means shall be deemed original signatures.

Section 18.8 Headings

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

Section 18.9 Construction

This Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting or causing any instrument to be drafted.

Section 18.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and shall not confer any rights or remedies upon any other person or entity.

Section 18.11 Attorney's Fees

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

Section 18.12 Dispute Resolution

☐ Mediation. Any dispute arising under this Agreement shall first be submitted to non-binding mediation before a mediator mutually agreed upon by the parties.

☐ Arbitration. Any dispute arising under this Agreement shall be resolved by binding arbitration in accordance with the rules of [________________________________] in [________________________________] County, Missouri. The decision of the arbitrator(s) shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

☐ Litigation. Any dispute arising under this Agreement shall be resolved by litigation in the courts specified in Section 16.2.

Section 18.13 Confidentiality

Each Member agrees to keep confidential all non-public information concerning the Company and its business and not to disclose such information to any third party except as required by law or with the consent of the Company.

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EXECUTION

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

COMPANY:

[________________________________], LLC

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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MEMBERS:

Member 1:

Signature: [________________________________]

Printed Name: [________________________________]

Address: [________________________________]

[________________________________]

Date: [__/__/____]

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Member 2:

Signature: [________________________________]

Printed Name: [________________________________]

Address: [________________________________]

[________________________________]

Date: [__/__/____]

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Member 3:

Signature: [________________________________]

Printed Name: [________________________________]

Address: [________________________________]

[________________________________]

Date: [__/__/____]

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(Additional signature pages may be attached as needed)

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EXHIBIT A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

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

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

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EXHIBIT B - SPECIAL ALLOCATIONS AMONG CLASSES (IF APPLICABLE)

☐ This Exhibit B is not applicable. The Company has only one class of Membership Interests.

☐ This Exhibit B sets forth special allocations among classes as follows:

Class A Membership Interests:

Holders: [________________________________]

Rights: [________________________________]

Allocation of Profits: [________________________________]

Allocation of Losses: [________________________________]

Distribution Priority: [________________________________]

Voting Rights: [________________________________]

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Class B Membership Interests:

Holders: [________________________________]

Rights: [________________________________]

Allocation of Profits: [________________________________]

Allocation of Losses: [________________________________]

Distribution Priority: [________________________________]

Voting Rights: [________________________________]

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EXHIBIT C - INITIAL MANAGERS (IF MANAGER-MANAGED)

☐ This Exhibit C is not applicable. The Company is member-managed.

☐ This Exhibit C sets forth the initial Managers:

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

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SPOUSAL CONSENT (IF APPLICABLE)

The undersigned spouse of a Member acknowledges that he/she has read and understands this Operating Agreement and agrees to be bound by its terms with respect to any community property interest in the Member's Membership Interest.

Signature: [________________________________]

Printed Name: [________________________________]

Spouse of: [________________________________]

Date: [__/__/____]

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This Operating Agreement is governed by the Missouri Limited Liability Company Act, RSMo Sections 347.010-347.187.