Add Operating Agreement

OPERATING AGREEMENT

FOR

________

A LIMITED LIABILITY COMPANY

ARTICLE 1 — Company Formation

1.1 FORMATION: The Members have formed a Limited Liability Company ("Company") according to the laws of the state in which the Company was formed. This operating agreement is entered into and effective as of the date it is adopted by the members.

1.2 REGISTERED AGENT: The name and location of the Company's registered agent will be stated in the company's formation documents.

1.3 TERM: The Company will continue perpetually unless, (a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) any event which causes the Company's business to become unlawful; or (c) the death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or (d) any other event causing dissolution of the Company under applicable state laws.

1.4 CONTINUANCE OF COMPANY: In the event of an occurrence described in ARTICLE 1.3(c), if there are at least two remaining Members, those Members have the right to continue the business of the Company. This right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.3(c). If not exercised, the right of the Members to continue the business of the Company will expire.

1.5 BUSINESS PURPOSE:

Describe the Company's business purpose

Describe what type of business activities the company will conduct. You can be specific or keep it broad (e.g., "any lawful business purpose").

1.6 PRINCIPAL PLACE OF BUSINESS: The Company's principal place of business will be stated in the formation documents, or as selected by the Managers.

1.7 THE MEMBERS: The name and residential address of each member are listed in Exhibit 2 attached to this Agreement.

1.8 ADMISSION OF ADDITIONAL MEMBERS: Additional members may only be admitted to the Company through a Certificate of New Membership issuance by the company of new interest in the Company or as otherwise provided in this agreement.

ARTICLE II — Capital Contributions

2.1 INITIAL CONTRIBUTIONS: The Members will initially contribute capital to the Company, as described in Exhibit 2 attached to this Agreement. The agreed total value of such property and cash is $0.00.

2.2 ADDITIONAL CONTRIBUTIONS: No Member will be obligated to make any additional contribution to the Company's capital without the consent of all Members.

ARTICLE III — Profits, Losses and Distributions

3.1 PROFITS/LOSSES: For financial accounting and tax purposes, the Company's net profits or net losses will be determined on an annual basis. These profits and losses will be allocated to the Members in proportion to each Member's capital interest in the Company as set forth in Exhibit 2 as amended and in accordance with Treasury Regulation 1.704-1.

3.2 DISTRIBUTIONS: The Members will determine and distribute available funds annually or as they see fit. “Available funds” refers to the net cash of the Company available after expenses and liabilities are paid. Upon liquidation of the Company or liquidation of a Member's interest, distributions will be made in accordance with the positive capital account balances or pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b) (2). To the extent a Member has a negative capital account balance, there will be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV — Members

4.1 THE MEMBERS: The names, addresses, initial capital contributions, and ownership percentages of the Members are as follows:

+ Add Another Member

4.2 LIABILITY OF MEMBERS: The liability of the Members shall be limited as provided by the laws of the state in which the Company is formed. No Member shall be personally liable for any debts, obligations, or liabilities of the Company.

4.3 MEMBER RIGHTS: Each Member shall have the right to:

• Inspect and copy Company books and records upon reasonable notice
• Receive information concerning the Company's business and financial condition
• Vote on matters requiring Member approval as specified in this Agreement
• Receive distributions as provided in Article III

4.4 ADMISSION OF ADDITIONAL MEMBERS: Additional Members may be admitted to the Company only with the approval of:

Vote required to admit new members: Select approval threshold Unanimous consent of all existing Members 75% approval of existing Members 66.67% approval of existing Members Majority (over 50%) approval of existing Members

ARTICLE V — Management

5.1 MANAGEMENT STRUCTURE:

How will the Company be managed? Select management structure Member-Managed (all members participate in management) Manager-Managed (designated manager(s) run operations)

5.2 POWERS OF MANAGERS: The Manager(s) (or Members, if member-managed) are authorized on behalf of the Company to:

• Make decisions regarding the sale, development, lease, or disposition of Company assets
• Purchase or acquire other assets for the Company
• Manage all or any part of the Company's assets
• Borrow money and grant security interests in Company assets
• Enter into contracts, leases, and agreements on behalf of the Company
• Employ persons or firms for the operation and management of the business
• Execute checks, drafts, promissory notes, and other financial instruments
• Handle all other matters relating to the Company's business affairs

5.3 VOTING REQUIREMENTS:

Voting threshold for major decisions: Select voting threshold Simple Majority (more than 50%) Supermajority (66.67%) Supermajority (75%) Unanimous (100%)

Major decisions include: amending the operating agreement, admitting new members, selling substantially all Company assets, dissolving the Company, or other matters specified in this Agreement.

Member meeting frequency: Select meeting frequency As needed Annually Quarterly Monthly

5.4 RECORDS AND INFORMATION: The Manager(s) shall maintain the following records at the Company's principal place of business:

• Current list of all Members' names and addresses
• Copy of the Certificate of Formation and this Operating Agreement (including all amendments)
• Federal, state, and local tax returns for the past three years
• Financial statements for the past three years

Any Member may inspect and copy these records upon reasonable notice and at the Member's expense.

ARTICLE VI — Bookkeeping

6.1 BOOKS: The Manager(s) will maintain complete and accurate books and records of the Company's financial affairs at the Company's principal place of business.

Accounting method: Select accounting method Cash Basis Accrual Basis

The Company's accounting period will be the calendar year (January 1 - December 31).

6.2 MEMBER'S ACCOUNTS: The Manager(s) shall maintain separate capital and distribution accounts for each Member. Each Member's capital account will be determined and maintained in accordance with Treasury Regulation 1.704-1(b)(2)(iv) and will consist of:

6.3 REPORTS: The Manager(s) will close the books of account after the close of each calendar year and will prepare and distribute to each Member:

• A statement of the Member's distributive share of income, gains, losses, deductions, and credits for income tax reporting purposes (Schedule K-1)
• Annual financial statements showing the Company's financial position and results of operations
• Any other information reasonably requested by a Member for tax or financial purposes

When will annual financial reports be provided to Members? Select reporting deadline Within 90 days after year-end Within 60 days after year-end Within 120 days after year-end By federal tax filing deadline (typically April 15)

Members will receive tax information (Schedule K-1) in time to file their personal tax returns.

6.4 TAX MATTERS:

Who will serve as the Company's Tax Matters Partner/Representative? Select tax representative The designated Manager (if manager-managed) The Member with the largest ownership percentage A specifically designated Member (specify in supplemental provisions) The Company's external accountant/tax preparer

The Tax Matters Partner/Representative will handle IRS communications and tax audits on behalf of the Company.

ARTICLE VII — Transfer of Membership Interests

7.1 RESTRICTION ON TRANSFER: No Member may sell, assign, transfer, pledge, or otherwise dispose of all or any part of their membership interest in the Company except as provided in this Article.

7.2 RIGHT OF FIRST REFUSAL: If a Member proposes to transfer their interest in the Company, that Member must first make a written offer to sell their interest to the other Members.

Right of First Refusal period (days other Members have to respond): Select response period 30 days 45 days 60 days 90 days

7.3 APPROVAL OF TRANSFERS: If the other Members decline the Right of First Refusal and the selling Member proceeds with a transfer to an outside party:

Approval required for transfer to outside party: Select approval requirement Unanimous approval of all remaining Members 75% approval of remaining Members 66.67% approval of remaining Members Majority approval of remaining Members No approval required (if Right of First Refusal declined)

7.4 EFFECT OF UNAPPROVED TRANSFER: If a transfer is made without the required approval of the Members, the purchaser or assignee will:

• Not have the right to participate in management of the Company
• Not have voting rights as a Member
• Only be entitled to receive the economic benefits (distributions and share of profits) that the transferring Member would have received
• Not be admitted as a Member unless approved according to Article IV

7.5 PERMITTED TRANSFERS: Notwithstanding the above, a Member may transfer their interest without triggering the Right of First Refusal to:

Immediate family members (spouse, children, parents, siblings) A trust for the benefit of the Member or their immediate family An entity controlled by the Member (where Member owns at least 50%)

Note: Even permitted transfers may require the transferee to be admitted as a Member with full rights according to the procedures in Article IV.

7.6 VALUATION FOR TRANSFERS:

How will the value of a Member's interest be determined? Select valuation method Mutual agreement between buyer and seller Book value per Company financial statements Fair market value by independent appraisal Specific formula (describe in supplemental provisions)

For Right of First Refusal purposes, the offering Member must disclose the proposed price and terms to other Members.

7.7 INVOLUNTARY TRANSFERS: In the event of a Member's death, bankruptcy, insolvency, or legal incapacity:

Upon death, remaining Members have the right (but not obligation) to purchase the deceased Member's interest Upon bankruptcy/insolvency, remaining Members have the right to purchase the affected Member's interest Buyout period for involuntary transfers: Select buyout period 90 days from triggering event 120 days from triggering event 180 days from triggering event

If remaining Members do not exercise their buyout rights within the specified period, the interest may pass according to applicable law or the Member's estate planning documents, subject to the restrictions in this Article.

ARTICLE VIII — Dissolution

8.1 EVENTS OF DISSOLUTION: The Company shall be dissolved upon the occurrence of any of the following events:

Vote by Members to dissolve the Company The Company's business becomes unlawful Bankruptcy or insolvency of the Company Completion or impossibility of the Company's business purpose Entry of a decree of judicial dissolution Other events that may trigger dissolution (optional):

8.2 WINDING UP AND LIQUIDATION: Upon dissolution, the Company shall be wound up and its affairs liquidated. The Manager(s) (or if none, the Members) shall:

1. Cease carrying on the Company's business, except as necessary for winding up
2. Collect all amounts owed to the Company
3. Sell or dispose of Company assets
4. Discharge all Company debts and liabilities
5. Establish reasonable reserves for contingent liabilities
6. Distribute remaining assets to Members as provided below

8.3 DISTRIBUTION OF ASSETS: After payment of all debts, liabilities, and expenses of winding up, the remaining assets shall be distributed in the following order:

1. First: To pay any loans or advances made by Members to the Company (with accrued interest)
2. Second: To Members in accordance with their positive capital account balances
3. Third: Any remaining assets distributed to Members in proportion to their ownership percentages

No Member shall be required to contribute additional capital to cover any deficit in their capital account.

8.4 CERTIFICATE OF DISSOLUTION: Upon completion of the winding up, the Manager(s) or Members shall file a Certificate of Dissolution (or similar document) with the state as required by applicable law.

8.5 PROHIBITION ON DISSOLUTION BY ASSIGNEES: Dissolution may only be ordered by the Members as defined in this Agreement, and not by any assignee or transferee of a Member's economic interest who has not been admitted as a full Member.

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