Operating Agreement (Delaware, Single-Member, Manager-Managed)

For Delaware LLCs only — drafted around the Delaware LLC Act for a fresh Delaware formation. A single-member, manager-managed (board of managers) LLC agreement with common units, an incentive/profits-interest plan, transfer restrictions, and a joinder for admitting future members.

LIMITED LIABILITY COMPANY AGREEMENT

OF

[COMPANY NAME]

THE UNITS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES ACTS OR LAWS OF ANY STATE IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS AND LAWS. THE SALE OR OTHER DISPOSITION OF SUCH UNITS IS RESTRICTED AS STATED IN THIS AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES ACTS AND LAWS. BY ACQUIRING UNITS REPRESENTED BY THIS AGREEMENT, EACH MEMBER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS UNITS WITHOUT COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT AND REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACTS AND LAWS AND THE RULES AND REGULATIONS ISSUED THEREUNDER

Operating Agreement (Delaware, Single-Member, Manager-Managed)

LIMITED LIABILITY COMPANY AGREEMENT

OF

[COMPANY NAME]

Table of Contents

ARTICLE I DEFINED TERMS 1

ARTICLE II FORMATION OF THE COMPANY 9

ARTICLE III PURPOSE AND POWERS OF THE COMPANY 9