A Single Member-Managed Limited Liability Company

ARTICLE I Company Formation
1.1 FORMATION. The Member hereby does form a Limited Liability Company ("Company") subject to the provisions of the Limited Liability Company ct as currently in effect as of this date. rticles of !r"ani#ation shall be filed $ith the %ecretary of %tate. NAME. The name of the Company shall be' ____________________________________.


1.( REGISTERED AGENT. The name and location of the re"istered a"ent of the Company shall be' ____________________________________ ______________________ ______________________ _______________________ 1.) TERM. The Company shall continue for a perpetual period unless* (a) The Member votes for dissolution+ or (b) ny event $hich ma,es it unla$ful for the business of the Company to be carried on by the Member+ or (c) ny other event causin" dissolution of this Limited Liability Company under the la$s of the %tate of ___________________. 1.- CONTINUANCE OF COMPANY. .ot$ithstandin" the provisions of /T0CL1 1.)* in the event of an occurrence described in /T0CL1 1.)(c)* if there is at least one remainin" Member* said remainin" Member shall have the ri"ht to continue the business of the Company. %uch ri"ht can be e2ercised by the $ritten vote of the remainin" Member $ithin ninety (34) days after the occurrence of an event described in /T0CL1 1.)(c). 0f not so e2ercised* the ri"ht of the Member to continue the business of the Company may e2pire if that member desires.


"reement 5 1

The purpose of the Company is to __________________________ ________________________________________________________________________ ________________________________________________________________________ 1. The total value of such property and cash is ____________________________.1 INITIAL CONTRIBUTIONS.or financial accountin" and ta2 purposes the Company:s net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member:s relative capital interest in the Company as set forth in 12hibit & as amended from time to time in accordance $ith Treasury /e"ulation 1. ARTICLE II Capital Contribution &.8 1.&* no Member shall be obli"ated to ma. ARTICLE III Pro!it " Lo # an$ Di tribution (.74)51. 1. The Member initially shall contribute to the Company capital as described in 12hibit & attached to this "reement. The name and place of residence of the member are contained in 12hibit 1 attached to this "reement.7 PRINCIPAL PLACE OF BUSINESS.e any additional contribution to the Company:s capital.3 MEMBER.6 BUSINESS PURPOSE. &.1. . The Member may also choose to store company documents at any address the Member chooses. 12cept as other$ise e2pressly provided in the "reement* additional members may be admitted to the Company throu"h issuance by the company of a ne$ interest in the Company or a sale of current a percent of current Member9s interest.1 PROFITS%LOSSES. The location of the principal place of business of the Company shall be' _________________________ _________________________ _________________________ The principal place of business may be chan"ed to a location the Member may select. !peratin" "reement 5 & .& ADDITIONAL CONTRIBUTIONS. ADMISSION OF ADDITIONAL MEMBERS. 12cept as provided in /T0CL1 6.

( ARTICLE I' Mana(#m#nt ).74)5l(b) (&)(ii)(d).& DISTRIBUTIONS.e all decisions in accordance $ith /T0CL1 ). The mana"ement of the business is invested in the Member.1 ). PO*ERS OF T)E MEMBER. MEMBER.s* drafts and other orders for the payment of the Company:s funds+ (c) all promissory notes* loans* security a"reements ).(. To the e2tent a Member shall have a ne"ative capital account balance* there shall be a <ualified income offset* as set forth in Treasury /e"ulation 1. vailable funds* as referred to herein* shall mean the net cash of the Company available after appropriate provision for e2penses and liabilities* as determined by the Member. 0n the e2ercise of its mana"ement po$ers* the Member is authori#ed to e2ecute and deliver (a) all contracts* conveyances* assi"nments leases* sub5leases* franchise a"reements* licensin" a"reements* mana"ement contracts and maintenance contracts coverin" or affectin" the Company:s assets+ (b) all chec.74)5l(b)(&)(ii)(b)(&).eep the profits of the LLC at the company level and not be forced to distribute profits to the Member.& as to (a) the sale* development lease or other disposition of the Company:s assets+ (b) the purchase or other ac<uisition of other assets of all . (. The Member shall determine and distribute available funds annually or at more fre<uent intervals as the Member sees fit. The liability of the Member shall be limited as provided pursuant to applicable la$.inds+ (c) the mana"ement of all or any part of the Company:s assets+ (d) the borro$in" of money and the "rantin" of security interests in the Company:s assets+ (e) the pre5payment* refinancin" or e2tension of any loan affectin" the Company:s assets+ (f ) the compromise or release of any of the Company:s claims or debts+ and* (") the employment of persons* firms or corporations for the operation and mana"ement of the company:s business.& MANAGEMENT OF T)E BUSINESS.( !peratin" "reement 5 ( . The Member is authori#ed on the Company:s behalf to ma. account. The Member is in control* mana"ement* direction* and operation of the Company:s affairs and shall have po$ers to bind the Company $ith any le"ally bindin" a"reement* includin" settin" up and operatin" a LLC company ban. =istributions in li<uidation of the Company or in li<uidation of a Member:s interest shall be made in accordance $ith the positive capital account balances pursuant to Treasury /e"ulation 1. C CORPORATION ELECTION& The Member may elect to be treated as a C corporation at any time to .

3 E+CULPATION.11 RECORDS. ).8 COMPANY INFORMATION.ind relatin" to the Company:s affairs* $hether li.e or unli.eep at its principal place of business or other location the follo$in"' !peratin" "reement 5 ) . ). ).e the fore"oin". ny act or omission of the Member* the effect of $hich may cause or result in loss or dama"e to the Company or the Member if done in "ood faith to promote the best interests of the Company* shall not subject the Member to any liability to the Member. The Company shall indemnify any person $ho $as or is a party defendant or is threatened to be made a party defendant* pendin" or completed action* suit or proceedin"* $hether civil* criminal* administrative* or investi"ative (other than an action by or in the ri"ht of the Company) by reason of the fact that he is or $as a Member of the Company* Mana"er* employee or a"ent of the Company* or is or $as servin" at the re<uest of the Company* for instant e2penses (includin" attorney:s fees)* jud"ments* fines* and amounts paid in settlement actually and reasonably incurred in connection $ith such action* suit or proceedin" if the Member acted in "ood faith and in a manner he?she reasonably believed to be in or not opposed to the best interest of the Company* and $ith respect to any criminal action proceedin"* has no reasonable cause to believe his?her conduct $as unla$ful. Title to the Company:s assets shall be held in the Company:s name or in the name of any nominee that the Member may desi"nate. ). >pon re<uest* the Chief 12ecutive Member shall supply to any member information re"ardin" the Company or its activities. ).and other similar documents+ and* (d) all other instruments of any other . 1ach Member or his authori#ed representative shall have access to and may inspect and copy all boo. The Member shall cause the Company to . The Member shall have po$er to enter into a nominee a"reement $ith any such person* and such a"reement may contain provisions indemnifyin" the nominee* e2cept for his $illful misconduct.14 INDEMNIFICATION. The termination of any action* suit* or proceedin" by jud"ment* order* settlement* conviction* or upon a plea of "no lo Contendere" or its e<uivalent* shall not in itself create a presumption that the person did or did not act in "ood faith and in a manner $hich he?she reasonably believed to be in the best interest of the Company* and* $ith respect to any criminal action or proceedin"* had reasonable cause to believe that his?her conduct $as la$ful.7 NOMINEE.s* records and materials in the Chief 12ecutive Member9s possession re"ardin" the Company or its activities.

s of account of the Company:s affairs at the Company:s principal place of business or other a"reed location. The Member shall maintain separate capital and distribution accounts for each member.. ARTICLE ' Comp#n ation -.& ARTICLE 'I Boo. 6. ny Member renderin" services to the Company shall be entitled to compensation commensurate $ith the value of such services.S ACCOUNTS.(a) copy of the Certificate of .et e2penses incurred by the Member in mana"in" the Company. REIMBURSEMENT.1 M1M@1/ MANAGEMENT FEE. %uch boo. The Company shall reimburse the Member for all direct out5of5poc.74)5l(b)(&)(iv) and shall consist of his initial capital contribution increased by' (a) ny additional capital contribution made by him?her+ (b) Credit balances transferred from his distribution account to his capital account+ and decreased by' (a) =istributions to him?her in reduction of Company capital+ !peratin" "reement 5 - . The Member shall maintain complete and accurate boo. -.1 BOO-S.ept on such method of accountin" as the Member shall select.& MEMBER. The company:s accountin" period shall be the calendar year.ormation and the Company !peratin" "reement and all amendments+ (b) Copies of the Company:s federal* state and local income ta2 returns and reports* if any* for the three most recent years+ (c) Copies of any financial statements of the limited liability company for the three most recent years. 1ach member:s capital account shall be determined and maintained in the manner set forth in Treasury /e"ulation 1.s shall be .##pin( 6.

1 ASSIGNMENT. ccordin" to the appropriate Court* should the Member have a creditor $ith a jud"ment that $as issued an assi"nment of the membership interest* the creditor shall only obtain an assi"nment of the membership interest* not the actual transfer of Membership in the LLC. ARTICLE 'II Tran !#r 7. 6. The assi"nee must release the Member9s interests bac. The Member shall close the boo. The ne$ assi"nee does not have any ri"hts of the Member or have the ability to be involved in mana"ement of the LLC or the ri"ht to dissolve the LLC. The ne$ assi"nee is only "ranted ri"hts of the distributions of the Member9s interests* if the Member decides to distribute at all* not the ri"hts of membership. The dissolution may only be ordered by the Member* not by the o$ner of the Members interests. !peratin" "reement 5 6 . to Member upon payment of the jud"ment in accordance $ith the appropriate Court.( REPORTS.!T dissolve the LLC for a loss of membership interests.(b) The Member:s share of Company losses if char"ed to his?her capital account. ARTICLE 'III Di olution /&0 DISSOLUTION& The Member may dissolve the LLC at any time. The Member may . >pon dissolution the LLC must pay its debts first before distributin" cash* assets* and?or initial capital to the Member or the Members interests.s of account after the close of each calendar year* and shall prepare and send to each member a statement of such Member:s distributive share of income and e2pense for income ta2 reportin" purposes.

M#mb#r' ________________________________ %i"nature Aercent' _____B Print#$ ________________________ Nam# !peratin" "reement 5 7 .no$led"e* and certify that the fore"oin" operatin" a"reement is adopted and approved by each member* the a"reement consistin" of 1111 pa"es* constitutes* to"ether $ith 12hibit 1* 12hibit & and 12hibit ( (if any)* the !peratin" "reement of ____________________________________________________* adopted by the member as of _______________________* _______ &4______. The undersi"ned hereby a"ree* ac. 0t is the Member9s e2press intention to create a limited liability company in accordance $ith applicable la$* as currently $ritten or subse<uently amended or redrafted.CERTIFICATE OF FORMATION This Company !peratin" "reement is entered into and shall become effective as of the 1ffective =ate by and amon" the Company and the person e2ecutin" this "reement as Member.

E+)IBIT 0 LISTING OF MEMBERS s of the _____ day of ______________________* &4_____ the follo$in" is a list of Members of the Company' Nam#_________________________________ P#r2#nt ______B ddress _______________________________________________ !peratin" "reement 5 8 .

E+)IBIT 3 CAPITAL CONTRIBUTIONS Aursuant to /T0CL1 &* the Member9s initial contribution to the Company capital is stated to be C______________________. The description and each individual portion of this initial contribution are as follo$s' __________________________________________________________ __________________________________________________________ C______________ C______________ !peratin" "reement 5 3 .

____________________________________ Member !peratin" "reement 5 14 .= D/11= this _____ day of ________________* &4____.1= .__________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ C______________ C______________ C______________ C______________ C______________ C______________ C______________ %0D.