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Member Managed

OPERATING AGREEMENT

DATE: _________

PARTIES: _________, _________, and _________ (Members)

AGREEMENTS:

SECTION 1. FORMATION OF LIMITED LIABILITY COMPANY

1.1. Formation. The Members hereby form a limited liability company (Company) pursuant to the provisions of the Limited Liability Company Act of the state of _________ in accordance with the provisions of this operating agreement.

1.2. Name. The name of the Company is _________.

1.3. Articles of Organization. Articles of organization for the Company were filed with the Secretary of State of the state of _________ on _________, 20__.

1.4. Duration. The term of the Company will commence on the date of this agreement and will end when terminated in accordance with the terms and conditions of this agreement.

1.5. Principal Place of Business. The address of the principal office of the Company is initially _________, but may be moved from time to time as the Members may determine.

1.6. Registered Office and Registered Agent. The Company's initial registered office is at _________, and the name of its initial registered agent at such address is _________. The Company's registered office and registered agent can only be changed by filing notice of the change with the Secretary of State of the state of _________.

1.7. Purpose. The Company is formed for the purpose of engaging in the business of _________. The Company has the power to do all things necessary, incident, or in furtherance of that business.

1.8. Title to Assets. Title to all assets of the Company must be held in the name of the Company. No Member has any right to the assets of the Company or any ownership interest in those assets except indirectly as a result of the Member's ownership of an interest in the Company. No Member has any right to partition any assets of the Company or any right to receive any specific assets upon liquidation of the Company or upon any other distribution from the Company.

SECTION 2. MEMBERS, CONTRIBUTIONS, AND INTERESTS

2.1. Names and Addresses. The names and addresses of the Members of the Company, the agreed value of their initial capital contributions, and their initial ownership interests are:

2.2. Contributions. The initial capital contributions of Members _________ and _________ are to be made in cash, which is to be paid to the Company immediately following the full execution of this agreement. The initial capital contributions of Member _________ is to be made by Member _________'s contributing the real and personal property described on the attached Exhibit A to the Company. Such real and personal property must be conveyed and transferred to the Company immediately following the full execution of this agreement free and clear of all liens and encumbrances. The Members agree that the real and personal property has a fair market value equal to the amount set forth in the section of this agreement relating to names and addresses.

2.3. Ownership Interests. Each Member's Ownership Interest at any time will be the ratio of that Member's capital contribution to all Members' capital contributions.

2.4. Additional Contributions. Additional capital contributions may be accepted from the Members only if the Members unanimously approve such contributions and set the maximum total amount of the additional capital contributions. If the Members do so, the Members will have the opportunity (but not the obligation) to make such additional capital contributions on a pro rata basis in accordance with their Ownership Interests. If any Member elects to make less than the Member's pro rata share of any additional capital contributions, the other Members may contribute the difference on a pro rata basis in accordance with their Ownership Interests or on any other basis they may agree upon.

2.5. Capital Accounts. The Company must maintain a separate capital account (a "Capital Account") for each Member in accordance with the requirements of Treasury Regulation §1.704-1(b)(2)(iv). Each Member's Capital Account will be equal to the amount of cash and the fair market value of the property contributed to the capital of the Company by such Member, increased by such Member's allocable share, pursuant to the section of this agreement relating to allocation of profits and losses, of any profits of the Company and any items of Company gain or income, and reduced by: (i) such Member's allocable share, pursuant to the section of this agreement relating to the allocation of profits and losses, of any losses of the Company and any items of Company loss or expense; and (ii) the amount of cash and the fair market value of property distributed to such Member by the Company.

2.6. No Interest on Capital Contributions. No interest will be paid on capital contributions.

2.7. Additional Members. Additional members of the Company may not be admitted except with the consent of all Members.

SECTION 3. ALLOCATION OF PROFITS AND LOSSES

3.1. Determination. The net profit or net loss of the Company for each fiscal year is to be determined as of the end of such fiscal year by the Company's certified public accountant in accordance with the principles of accounting employed in the preparation of the federal income tax information return filed by the Company for that fiscal year, but without any special provisions for tax-exempt or partially tax-exempt income of the Company. For purposes of allocating profits and losses among members, all items of income, gain, loss, or deduction required to be separately stated under IRC §703(a)(1) are to be included in the net profit or net loss of the Company.

3.2. Allocation of Net Profits and Net Losses. Except as otherwise provided in the section of this agreement regarding tax allocations, the net profit or net loss of the Company for any fiscal year is to be allocated among the Members in proportion to their Ownership Interests.

3.3. Tax Allocations. In accordance with IRC §704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company must be allocated among the Members, solely for income tax purposes, in a manner that takes into account any variation between the adjusted basis of such property for federal income tax purposes in the hands of the Company and the agreed value of such property as set forth in this agreement, or in any document entered into at the time an additional contribution is made to the Company. The allocations to be made under this section are solely for purposes of federal, state, and local income taxes and will not affect, or in any way be taken into account in computing, any Member's capital account, interest in or allocable share of the net profits and net losses of the Company, interest in or allocable share of other items, or right to distributions.

3.4. Prorates. If a Member has not been a Member during a full fiscal year of the Company, or if a Member's Ownership Interest in the Company changes during a fiscal year, net profits and net losses are to be allocated to the Member based only on the period of time during which the Member was a Member or held a particular Ownership Interest. In determining a Member's share of net profits or net losses, the Members may either allocate net profits and net losses ratably on a daily basis using the Company's usual method of accounting, or may separate the Company's fiscal year into two or more segments and allocate net profits or net losses in each segment among the persons who were Members, or who held particular Ownership Interests, during that segment.

SECTION 4. DISTRIBUTIONS

4.1. Distributions to Pay Tax Liabilities. To enable the Members to pay state and federal income taxes on income of the Company that is taxable to the Members, the Company must make distributions to its Members, in cash, during each fiscal year of the Company equal to 40 percent of the taxable income of the Company for that fiscal year. Distributions are to be paid at least quarterly during each fiscal year of the Company, and the amount of each distribution is to be based upon the anticipated taxable income of the Company for the fiscal year of the distribution, as determined at the time the distribution is made. No distributions may be made under this section that would violate the restrictions governing distributions under the Limited Liability Company Act of the state of _________.

4.2. Optional Distributions. Subject to the restrictions governing distributions under the Limited Liability Company Act of the state of _________, additional distributions of cash or property may be made from time to time by the Company to the Members, at such times and in such amounts as the Members may determine.

4.3. Allocation of Distributions. All distributions made to the Members under the section of this agreement relating to distributions must be made to Members in proportion to their Ownership Interests.

SECTION 5. MANAGEMENT

5.1. Participation by Members. All Members have the right to participate in the management and conduct of the Company's business. Subject to the limitations imposed by this agreement or by action of the Members, each Member is an agent of the Company and has authority to bind the Company in the ordinary course of the Company's business.

5.2. Actions by Members. Except as otherwise provided in this agreement, all decisions requiring action of the Members or relating to the business or affairs of the Company will be decided by the affirmative vote or consent of Members holding a majority of the Ownership Interests. Members may act with or without a meeting, and any Member may participate in any meeting by written proxy or by any means of communication reasonable under the circumstances.

5.3. Approval of Other Members Required. In addition to the other actions requiring unanimous Member approval under the terms of this agreement, no Member has authority to do any of the following without the prior written consent of all other Members:

5.3.1. Disposition of Assets. To sell, sale, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all the assets of the Company.

5.3.2. Merger. To merge the Company with another limited liability company or other entity.

5.3.3. Amendment of Articles. To amend the articles of organization of the Company.

5.3.4. Indebtedness. To incur indebtedness by the Company other than in the ordinary course of business.

5.3.5. Conflict of Interest Transactions. To authorize a transaction involving an actual or potential conflict of interest between a Member and the Company.

5.3.6. Change of Nature of Business. To change the nature of the business of the Company.

5.3.7. Bankruptcy. To commence of a voluntary bankruptcy case for the Company.

5.4. Devotion of Time; Outside Activities. Each of the Members must devote so much time and attention to the business of the Company as the Members agree is appropriate. Members may engage in business and investment activities outside the Company, and neither the Company nor the other Members have any rights to the property, profits, or benefits of such activities. But no Member may, without the consent of all other Members, enter into any business or investment activity that is competitive with the business of the Company, or use any property or assets of the Company other than for the operation of the Company's business. For this purpose, the property and assets of the Company include, without limitation, information developed for the Company, opportunities offered to the Company, and other information or opportunities entrusted to a Member as a result of being a Member of the Company.

5.5. Compensation and Reimbursement. Members who render services to the Company are entitled to such compensation as may be agreed upon by the Members from time to time. Any compensation paid to a Member for services rendered will be treated as an expense of the Company and a guaranteed payment within the meaning of IRC §707(c), and the amount of the compensation will not be charged against the share of profits of the Company that would otherwise be allocated to the Member. Members are also entitled to reimbursement from the Company for reasonable expenses incurred on behalf of the Company, including expenses incurred in the formation, dissolution, and liquidation of the Company.

5.6. Self-Interest. A Member does not violate any duty or obligation to the Company merely as a result of engaging in conduct that furthers the interest of the Member. A Member may lend money or transact other business with the Company, and, in this case, the rights and obligations of the Member will be the same as those of a person who is not a Member, so long as the loan or other transaction has been approved or ratified by the Members. Unless otherwise provided by applicable law, a Member with a financial interest in the outcome of a particular action is nevertheless entitled to vote on such action.

SECTION 6. ACCOUNTING AND RECORDS

6.1. Books of Account. The Members must keep books and records of the operation of the Company that are appropriate and adequate for the company's business and for the carrying out of this agreement. At a minimum, the following must be maintained at the principal office of the Company: (a) financial statements for the three most recent fiscal years; (b) federal, state, and local income tax returns for the three most recent fiscal years; (c) register showing the current names and addresses of the Members; (d) a copy of the Company's articles of organization and any amendments thereto; (e) this agreement and any amendments thereto; (f) minutes of any meetings of Members; and (g) consents to action by Members. Each Member will have access to all such books and records at all times.

6.2. Fiscal Year. The fiscal year of the Company will be the calendar year.

6.3. Accounting Reports. Within 90 days after the end of each fiscal year, the Members must cause an unaudited report of the activities of the Company for the preceding fiscal year, including a copy of a balance sheet of the Company as of the end of such year and a profit and loss statement for such year, to be prepared and sent to each Member.

6.4. Tax Returns. The Members must cause all required federal, state, and local income tax returns for the Company to be prepared and timely filed with the appropriate authorities. Within 90 days after the end of each fiscal year, each Member must be furnished a statement suitable for use in the preparation of the Member's federal, state, and local income tax returns, showing the amounts of any distributions, contributions, gains, losses, profits, or credits allocated to the Member during such fiscal year.

6.5. Tax Matters Partner. Anytime the Company has more than 10 Members, any Member is an entity other than an estate or a C corporation, or any Member is a nonresident alien individual, the Members must designate one of the Members as the tax matters partner of the Company in accordance with IRC §6231(a)(7) and keep such designation in effect at all times.

SECTION 7. DISSOCIATION AND DISSOLUTION

7.1. Withdrawal. A Member may withdraw from the Company only after giving notice of such withdrawal to the other Members at least 90 days prior to the effective date of the withdrawal.

7.2. Expulsion. A Member may be expelled from the Company by an affirmative vote of the Members holding a majority of the Ownership Interests held by Members other than the expelled Member if the expelled Member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the Company, or the expelled Member has willfully or persistently committed a material breach of the articles of organization of the Company or this agreement or has otherwise breached a duty owed to the Company or to the other Members to the extent that it is not reasonably practicable to carry on the business or affairs of the Company with that Member. The right to expel a Member under the provisions of this section does not limit or adversely affect any right or power of the Company or the other Members to recover any damages from the expelled Member or to pursue other remedies permitted under applicable law or in equity. In addition to any other remedies, the Company or the other Members may offset any such damages against any amounts otherwise distributable or payable to the expelled Member.

7.3. Events of Dissolution. Except as otherwise provided in this agreement, the Company will dissolve upon the earliest of: (a) the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of any Member; (b) approval of a dissolution of the Company by unanimous consent of the Members; or (c) at such time as the Company has no members.

7.4. Effect of Member's Dissociation. Within 120 days following the death, incompetence, withdrawal, expulsion, bankruptcy, or dissolution of a Member, the other Member or Members may elect to continue the Company by themselves or with others, and to cause the Company to purchase the interest of the dissociating Member pursuant to the provisions of the sections of this agreement relating to purchase price and payment for member's interest. The election is at the sole discretion of the other Member or Members and requires the consent of other Members holding a majority of the Ownership Interests held by the other Members. Notice of the election must be given in writing to the dissociating Member or the dissociating Member's successor in interest promptly after the election is made. If the other Member or Members do not so elect, the Company will be dissolved.

7.5. Purchase Price. If the other Members elect to cause the Company to purchase the interest of a dissociating Member under the section of this agreement relating to effect of member's dissociation, the purchase price of the dissociating Member's interest in the Company will be determined by agreement between the other Members (acting by vote) and the dissociating Member or the dissociating Member's successor in interest. If an agreement on such purchase price is not reached within 30 days following the election to purchase the interest of the dissociating Member, the interest will be valued by a third-party appraiser selected by the other Members who is reasonably acceptable to the dissociating Member or the dissociating Member's successor in interest, and the purchase price will be the value determined in that appraisal. In appraising the interest to be purchased, the appraiser must determine the fair market value of the interest as of the date of the event dissociation. In determining such value, the appraiser must consider the greater of the liquidation value of the Company or the value of the Company based upon a sale of the Company as a going concern. The appraiser must also consider appropriate minority interest, lack of marketability, and other discounts. If the appraisal is not completed within 120 days following the election to purchase the interest of the dissociating Member, either the other Members or the dissociating Member or the dissociating Member's successor in interest may apply to a court of competent jurisdiction for the appointment of another appraiser, in which case the courtappointed appraiser must appraise the interest of the dissociating Member in accordance with the standards set forth in this section, and the purchase price will be the value determined in that appraisal.

7.6. Payment for Member's Interest. The purchase price for the interest of a Member purchased under the section of this agreement relating to effect of member's dissociation will be paid as follows:

7.6.1. Interest. The purchase price will bear interest from the date of the election of the other Members to purchase the dissociating Member's interest at the prime rate of interest in effect on the date of the election as quoted in The Wall Street Journal or, if that publication is not available, another reputable national publication selected by the other Members that is reasonably acceptable to the dissociating Member or the dissociating Member's successor in interest.

7.6.2. Promissory Note. The purchase price will be payable in accordance with the terms of a promissory note of the Company providing for the payment of the principal amount in 60 equal monthly installments, including interest on the unpaid balance, with the first installment to be due one month after the date of closing and an additional installment to be due on the same day of each month thereafter until the promissory note is paid in full. The promissory note will bear interest from the date of the closing at the rate specified above. The promissory note must provide that if any installment is not paid when due, the holder may declare the entire remaining balance, together with all accrued interest, immediately due and payable. Partial or complete prepayment of the remaining balance due under the promissory note will be permitted at any time without penalty, provided that any partial prepayment will not affect the amount or regularity of payments coming due thereafter.

7.6.3. Closing. The purchase must be closed within 30 days following the determination of the purchase price. At the closing, the dissociating Member or the dissociating Member's successor in interest must sign and deliver to the Company a written assignment transferring the entire interest of the dissociating Member in the Company to the Company free and clear of all encumbrances. Such assignment must contain warranties of title and good right to transfer. At the closing, the Company must pay the accrued interest on the purchase price then due to the dissociating Member or the dissociating Member's successor in interest, and the Company must also deliver its promissory note to the dissociating Member or the dissociating Member's successor in interest. Each of the other Members must sign and deliver to the dissociating Member, or the dissociating Member's successor in interest, a security agreement granting a security interest to the dissociating Member, or the dissociating Member's successor in interest, in that percentage of the interest of each of the other Members in the Company equal to the Ownership Interest of the dissociating Member being purchased by the Company. The security agreement must be in a form reasonably acceptable to the attorney for the dissociating Member, or the dissociating Member's successor in interest, and will secure payment of the promissory note by the Company. The security agreement must provide that if there is a default in the payment of the promissory note by the Company and the security interest is foreclosed or the interest in the Company is retained by the secured party in satisfaction of the indebtedness, the interest may be transferred without the necessity of tendering the interest to the Company under the section of this agreement relating to tender of interest and the person acquiring the interest in the Company will be admitted as a member of the Company without further consent of the Members being required.

As an example of the operation of this provision, if the Ownership Interest of a dissociating Member was 25 percent and there are three other Members, each with an Ownership Interest of 33-1/3 percent after the purchase of the dissociating Member's Ownership Interest by the Company, each of the other Members would be required to grant the dissociating Member a security interest in an Ownership Interest of 8-1/3 percent.

7.7. Effect of Purchase of Member's Interest. A dissociating Member will cease to be a Member upon the election of the other Members to cause the Company to purchase the Member's interest pursuant to the section of this agreement relating to effect of member's dissociation. Thereafter, the dissociating Member or the dissociating Member's successor in interest will have no rights as a Member in the Company, except the right to have the dissociating Member's interest purchased in accordance with the terms of this agreement.

SECTION 8. WINDING UP AND LIQUIDATION

8.1. Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the Members must wind up the affairs of the Company unless the dissolution results from the dissociation of a Member and the other Members elect to continue the Company under the provisions of this agreement relating to effect of member's dissociation. If the affairs of the Company are wound up, a full account of the assets and liabilities of the Company must be taken. The assets must be promptly liquidated and the proceeds thereof must be applied and distributed in the following order of priority:

8.1.1. Liabilities. To creditors, including to the extent permitted by law Members who are creditors, in satisfaction of liabilities of the Company, other than liabilities for distributions to Members.

8.1.2. Reserves. To the setting up of any reserves that the Members determine to be reasonably necessary for contingent, unliquidated, or unforeseen liabilities or obligations of the Company. Such reserves, in the discretion of the Members, may be paid over to an escrow agent to be held by such escrow agent for the purpose of disbursing such reserves to satisfy the liabilities and obligations of the Company, and at the expiration of such period as the Members may reasonably deem advisable, distributing any remaining balance as provided in the subsection of this agreement relating to capital accounts.

8.1.3. Capital Accounts. To Members to the extent of, and in proportion to, the positive balances of their capital accounts (after taking into account all adjustments thereto for the taxable year during which the liquidating distributions occur).

8.2. Distributions of Property. With approval by vote of the Members, the Company may, in the process of winding up the Company, elect to distribute certain property in kind. Any property distributed in kind will be valued and treated for the Company's accounting purposes, in accordance with Treasury Regulations §1.704-1(b)(2)(iv)(e)(1), as though the property distributed had been sold at fair market value on the date of distribution. If property is distributed in kind, the difference between the fair market value of the property and its adjusted tax basis will, solely for the Company's accounting purposes and to adjust the Members' capital accounts, be treated as a gain or loss on the sale of the property and will be credited or charged to the Members' capital accounts in the manner specified in the section of this agreement relating to allocation of profits and losses.

8.3. Deficit Capital Accounts. If any Member has a deficit balance in the Member's Capital Account upon liquidation of the Company after giving effect to all contributions, distributions, and allocations for all fiscal years, including the fiscal year in which liquidation occurs, such Member must have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit must not be considered a debt owed to the Company or any other person for any purpose whatsoever.

SECTION 9. TRANSFER OF MEMBERS' INTERESTS

9.1. General Restrictions. No Member may transfer all or any part of such Member's interest as a member of the Company except as permitted in this agreement. Any purported transfer of an interest or a portion of an interest in violation of the terms of this agreement will be null and void and of no effect. For purposes of this section a "transfer" includes a sale, exchange, pledge, or other disposition, voluntarily or by operation of law.

9.2. Permitted Transfers. A Member may transfer all or a portion of the Member's interest in the Company with the prior written consent of all other Members. If the other Members do not consent to a particular transfer, the Member may transfer all or a portion of the Member's interest if such interest has been tendered for sale to the Company in accordance with the section of this agreement relating to tender of interest, the tender has not been accepted within the time limit set forth in that section, the transfer is made to the transferee named in the notice of tender within 180 days after the notice of tender is effective, and the transfer is at a price and upon terms no more favorable to the transferee than those set forth in the notice of tender.

9.3. Tender of Interest. If a Member desires to transfer all or part of the Member's interest in the Company and the Members do not consent, the interest to be transferred must be tendered to the Company by giving written notice of such tender to the Company. Such notice must contain the name and address of the proposed transferee, the price to be paid by the proposed transferee for the interest, if any, and the terms of the proposed transfer. If a Member's interest is transferred by operation of law, the successor in interest to the transferring Member may give the required notice of tender to the Company at any time following the transfer, and such successor in interest will be deemed to have given the notice of tender at the time any other Member gives notice to the successor in interest and to all other Members of the failure to give the notice of tender. Within 30 days following the giving of a notice of tender, the Members may accept the tender on behalf of the Company and have the Company purchase the interest tendered for the lesser of the price set forth in the notice of tender (if the proposed transfer is to be by sale) or the price applicable to the purchase of a Member's interest pursuant to the section of this agreement relating to effect of member's dissociation. Such purchase may, at the option of the Company, be on the terms set forth in the notice of tender or the terms applicable to the purchase of a Member's interest under the section of this agreement relating to payment for member's interest. The Company's acceptance of the tender is to be made by giving notice of such acceptance to the tendering Member and the other Members.

9.4. Effect of Tender. The Member tendering the interest will cease to be a Member with respect to the tendered interest upon an acceptance of the tender by the Company. Thereafter, the Member tendering the interest will have no rights as a Member in the Company, except the right to have the tendered interest purchased in accordance with the terms of this agreement.

9.5. Substitution. If the interest of a Member is transferred, the transferee of the interest may be admitted as a Member of the Company if the transferee executes and delivers to the Company a written agreement to be bound by all of the terms and provisions of this agreement. But the transferee is entitled to be admitted as a Member only if all of the other Members consent to the admission of the transferee as a Member, and this consent may be unreasonably withheld. If a Member who is the only member of the Company transfers the Member's entire interest, the transferee will be admitted as a Member of the Company effective upon the transfer without the requirement of an agreement to be bound by this agreement or consent. If the transferee is not admitted as a Member, the transferee will have the right only to receive, to the extent assigned, the distributions from the Company to which the transferor would be entitled. Such transferee will not have the right to exercise the rights of a Member, including, without limitation, the right to vote or inspect or obtain records of the Company.

SECTION 10. INDEMNIFICATION AND LIABILITY LIMITATION

10.1. Indemnification. The Company must indemnify each of its Members to the fullest extent permissible under the law of the state of _________, as the same exists or may hereafter be amended, against all liability, loss, and costs (including, without limitation, attorney fees) incurred or suffered by such person by reason of or arising from the fact that such person is or was a member of the Company, or is or was serving at the request of the Company as a manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Members, provide indemnification to employees and agents of the Company who are not Members. The indemnification provided in this section will not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution of Members, contract, or otherwise.

10.2. Limitation of Liability. Members of the Company will not be liable to the Company or the other Members for monetary damages for conduct as Members except to the extent that the Limited Liability Company Act of the state of _________, as it now exists or may hereafter be amended, prohibits elimination or limitation of member liability. No repeal or amendment of this Section or of the Limited Liability Company Act of the state of _________ will adversely affect any right or protection of a Member for actions or omissions prior to the repeal or amendment.

SECTION 11. MISCELLANEOUS PROVISIONS

11.1. Binding Effect. The provisions of this operating agreement will be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of the parties.

11.2. Notices. Except as otherwise provided in other sections of this agreement, any notice or other communication required or permitted to be given under this agreement must be in writing and must be mailed by certified mail, return receipt requested, with postage prepaid. Notices addressed to a Member must be addressed to the Member's address listed in the section of this agreement relating to initial members, or if there is no such address listed for a Member, the address of the Member shown on the records of the Company. Notices addressed to the Company must be addressed to its principal office. The address of a Member or the Company to which notices or other communications are to be mailed may be changed from time to time by the Member's or the Company's giving written notice to the other Members and the Company. All notices and other communications will be deemed to be given at the expiration of three days after the date of mailing.

11.3. Litigation Expense. In the event of a default under this agreement, the defaulting party must reimburse the nondefaulting party or parties for all costs and expenses reasonably incurred by the nondefaulting party or parties in connection with the default, including without limitation attorney's fees. Additionally, in the event a suit or action is filed to enforce this agreement or with respect to this agreement, the prevailing party or parties must be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney's fees at the trial level and on appeal.

11.4. Third-Party Beneficiaries. The provisions of this agreement are intended solely for the benefit of the Members and create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law.

11.5. Modification or Amendment. The Members may amend or repeal the provisions of this agreement by unanimous agreement set forth in writing or by action taken at a meeting of Members called for that purpose. This agreement may not be amended or repealed by oral agreement of the Members.

11.6. Additional Documents. Each Member will execute such additional documents and take such actions as are reasonably requested by the other Members in order to complete or confirm the transactions contemplated by this agreement.

11.7. Applicable Law. This agreement will be governed by and must be construed in accordance with the laws of the state of _________.

11.8. Counterparts. This agreement may be executed in several counterparts, all of which taken together will be deemed to be one original agreement.

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