LLC Operating Agreement
Content
LIMITED LIABILITY COMPANY COMPANY OPERATING OPERATING AGREEMENT FOR YOUR YOUR NAME LLC A Limited Liability Company Company
ARTICLE 1 Company Formation Formation 1.1 FORMATION. The Members hereby form a Limited Liability Company ("Company" s!be#t to the pro$isions of the Limited Liability Company A#t as #!rrently in e%e#t as of this date. Arti#les of Or&ani'ation shall be led )ith the *e#retary of *tate.
1.2
NAME. The name of the Company shall be+ YOUR NAME LLC.
1.3 REGISTERED AG AGENT. The name and lo#ation of the re&istered a&ent of the Company shall be+
,ini'io - ,ini'io .A. /01 *E 2th *treet ,ort La!derdale3 ,L 444/1 1.
TERM. The Company shall #ontin!e for a perpet!al period3 !nless+
(aMembers )hose #apital interest as dened in Arti#le 5.5 e6#eeds 70 per#ent $ote for dissol!tion8 or (bAny e$ent )hi#h ma9es it !nla)f!l for the b!siness of the Company to be #arried on by the Members8 or (# The death3 resi&nation3 resi&nation3 e6p!lsion3 ban9r!pt#y3 ban9r!pt#y3 retirement retirement of a Member or the o##!rren#e of any other e$ent that terminates the #ontin!ed membership of a Member of the Company8 or (dAny other e$ent #a!sin& dissol!tion of this Limited Liability Company !nder the la)s of the *tate of ,lorida.
Operatin& A&reement : /
1.! CONTIN"ANCE OF COMPANY . Not)ithstandin& the pro$isions of Arti#le /.;3 in the e$ent of an o##!rren#e des#ribed in Arti#le /.;(# and (d3 if there is at least one or more remainin& Members3 said remainin& Members shall ha$e the ri&ht to #ontin!e the b!siness of the Company. *!#h ri&ht #an be e6er#ised only by the !nanimo!s $ote of the remainin& Members )ithin ninety (20 days after the o##!rren#e of an e$ent des#ribed in Arti#le /.;(#. <f not so e6er#ised3 the ri&ht of the Members to #ontin!e the b!siness of the Company shall e6pire.
1.# B"SINESS P"RPOSE. The p!rpose of the Company is to !nderta9e any la)f!l b!siness.
1.$ PRINCIPAL PLACE OF B"SINESS. The lo#ation of the prin#ipal pla#e of b!siness of the Company shall be+
YOUR A==RE** rin#ipal pla#e of b!siness may be #han&ed at a lo#ation the Mana&ers from time to time sele#t. 1.% T&E MEMBERS. The name and pla#e of residen#e of ea#h member are #ontained in E6hibit 5 atta#hed to this A&reement.
1.' ADMISSION OF ADDITIONAL MEMBERS . E6#ept as other)ise e6pressly pro$ided in the A&reement3 no additional members may be admitted to the Company thro!&h iss!an#e by the #ompany of a ne) interest in the Company3 )itho!t the prior !nanimo!s )ritten #onsent of the Members.
ARTICLE 2 M(m)(r*+ Contri),tion* 2.1 INITIAL CONTRIB"TIONS. The Members initially shall #ontrib!te to the Company #apital as des#ribed in E6hibit 4 atta#hed to this A&reement. The a&reed total $al!e of s!#h property and #ash is 470 U* =ollars.
2.2 ADDITIONAL CONTRIB"TIONS. E6#ept as pro$ided in Arti#le 1.53 no Member shall be obli&ated to ma9e any additional #ontrib!tion to the Company>s #apital.
Operatin& A&reement : 5
ARTICLE 3 Pro-t* Lo**(* an/ Di*tri),tion* 3.1 PROFITS0LOSSES. ,or nan#ial a##o!ntin& and ta6 p!rposes the Company>s net prots or net losses shall be determined on an ann!al basis and shall be allo#ated to the Members in proportion to ea#h Member>s relati$e #apital interest in the Company as set forth in E6hibit 5 as amended from time to time in a##ordan#e )ith Treas!ry Re&!lation /.?0;:/.
3.2 DISTRIB"TIONS. The Members shall determine and distrib!te a$ailable f!nds ann!ally or at more fre@!ent inter$als as they see t. A$ailable f!nds3 as referred to herein3 shall mean the net #ash of the Company a$ailable after appropriate pro$ision for e6penses and liabilities3 as determined by the Mana&ers. =istrib!tions in li@!idation of the Company or in li@!idation of a Member>s interest shall be made in a##ordan#e )ith the positi$e #apital a##o!nt balan#es p!rs!ant to Treas!ry Re&!lation /.?0;:l(b(5(ii(b(5. To the e6tent a Member shall ha$e a ne&ati$e #apital a##o!nt balan#e3 there shall be a @!alied in#ome o%set3 as set forth in Treas!ry Re&!lation /.?0;:l(b(5(ii(d.
ARTICLE I Mana(m(nt .1 MANAGEMENT OF T&E B"SINESS . The name and pla#e of residen#e of ea#h Mana&er is atta#hed as E6hibit / of this A&reement. y a $ote of the Members holdin& a maority of the #apital interests in the Company3 as set forth in E6hibit 5 as amended from time to time3 shall ele#t so many Mana&ers as the Members determine3 b!t no fe)er than one3 )ith one Mana&er ele#ted by the Members as Chief E6e#!ti$e Mana&er. The ele#ted Mana&er(s may either be a Member or Non:Member.
.2 MEMBERS. The liability of the Members shall be limited as pro$ided p!rs!ant to appli#able la). Members that are not Mana&ers shall ta9e no part )hate$er in the #ontrol3 mana&ement3 dire#tion3 or operation of the Company>s a%airs and shall ha$e no po)er to bind the Company. The Mana&ers may from time to time see9 ad$i#e from the Members3 b!t they need not a##ept s!#h ad$i#e3 and at all times the Mana&ers shall ha$e the e6#l!si$e ri&ht to #ontrol and mana&e the Company. No Member shall be an a&ent of any other Member of the Company solely by reason of bein& a Member.
Operatin& A&reement : 4
.3 POERS OF MANAGERS. The Mana&ers are a!thori'ed on the Company>s behalf to ma9e all de#isions as to (a the sale3 de$elopment lease or other disposition of the Company>s assets8 (b the p!r#hase or other a#@!isition of other assets of all 9inds8 (# the mana&ement of all or any part of the Company>s assets8 (d the borro)in& of money and the &rantin& of se#!rity interests in the Company>s assets8 (e the pre: payment3 renan#in& or e6tension of any loan a%e#tin& the Company>s assets8 (f the #ompromise or release of any of the Company>s #laims or debts8 and3 (& the employment of persons3 rms or #orporations for the operation and mana&ement of the #ompany>s b!siness. <n the e6er#ise of their mana&ement po)ers3 the Mana&ers are a!thori'ed to e6e#!te and deli$er (a all #ontra#ts3 #on$eyan#es3 assi&nments leases3 s!b:leases3 fran#hise a&reements3 li#ensin& a&reements3 mana&ement #ontra#ts and maintenan#e #ontra#ts #o$erin& or a%e#tin& the Company>s assets8 (b all #he#9s3 drafts and other orders for the payment of the Company>s f!nds8 (# all promissory notes3 loans3 se#!rity a&reements and other similar do#!ments8 and3 (d all other instr!ments of any other 9ind relatin& to the Company>s a%airs3 )hether li9e or !nli9e the fore&oin&.
. C&IEF E4EC"TIE MANAGER. The Chief E6e#!ti$e Mana&er shall ha$e primary responsibility for mana&in& the operations of the Company and for e%e#t!atin& the de#isions of the Mana&ers.
.! NOMINEE. Title to the Company>s assets shall be held in the Company>s name or in the name of any nominee that the Mana&ers may desi&nate. The Mana&ers shall ha$e po)er to enter into a nominee a&reement )ith any s!#h person3 and s!#h a&reement may #ontain pro$isions indemnifyin& the nominee3 e6#ept for his )illf!l mis#ond!#t.
.# COMPANY INFORMATION. Upon re@!est3 the Mana&ers shall s!pply to any member information re&ardin& the Company or its a#ti$ities. Ea#h Member or his a!thori'ed representati$e shall ha$e a##ess to and may inspe#t and #opy all boo9s3 re#ords and materials in the Mana&er>s possession re&ardin& the Company or its a#ti$ities. The e6er#ise of the ri&hts #ontained in this ART<CLE ;.1 shall be at the re@!estin& Member>s e6pense.
.$ E4C"LPATION. Any a#t or omission of the Mana&ers3 the e%e#t of )hi#h may #a!se or res!lt in loss or dama&e to the Company or the
Operatin& A&reement : ;
Members if done in &ood faith to promote the best interests of the Company3 shall not s!be#t the Mana&ers to any liability to the Members.
.% INDEMNIFICATION. The Company shall indemnify any person )ho )as or is a party defendant or is threatened to be made a party defendant3 pendin& or #ompleted a#tion3 s!it or pro#eedin&3 )hether #i$il3 #riminal3 administrati$e3 or in$esti&ati$e (other than an a#tion by or in the ri&ht of the Company by reason of the fa#t that he is or )as a Member of the Company3 Mana&er3 employee or a&ent of the Company3 or is or )as ser$in& at the re@!est of the Company3 for instant e6penses (in#l!din& attorney>s fees3 !d&ments3 nes3 and amo!nts paid in settlement a#t!ally and reasonably in#!rred in #onne#tion )ith s!#h a#tion3 s!it or pro#eedin& if the Members determine that he a#ted in &ood faith and in a manner he reasonably belie$ed to be in or not opposed to the best interest of the Company3 and )ith respe#t to any #riminal a#tion pro#eedin&3 has no reasonable #a!se to belie$e hisBher #ond!#t )as !nla)f!l. The termination of any a#tion3 s!it3 or pro#eedin& by !d&ment3 order3 settlement3 #on$i#tion3 or !pon a plea of "nolo Contendere" or its e@!i$alent3 shall not in itself #reate a pres!mption that the person did or did not a#t in &ood faith and in a manner )hi#h he reasonably belie$ed to be in the best interest of the Company3 and3 )ith respe#t to any #riminal a#tion or pro#eedin&3 had reasonable #a!se to belie$e that hisBher #ond!#t )as la)f!l.
.' RECORDS. The Mana&ers shall #a!se the Company to 9eep at its prin#ipal pla#e of b!siness the follo)in&+
(a a #!rrent list in alphabeti#al order of the f!ll name and the last 9no)n street address of ea#h Member8 (b a #opy of the Certi#ate of ,ormation and the Company Operatin& A&reement and all amendments8 (# #opies of the Company>s federal3 state and lo#al in#ome ta6 ret!rns and reports3 if any3 for the three most re#ent years8 (d #opies of any nan#ial statements of the limited liability #ompany for the three most re#ent years.
ARTICLE Comp(n*ation
Operatin& A&reement : 7
!.1 MANAGEMENT FEE. Any Mana&er renderin& ser$i#es to the Company shall be entitled to #ompensation #ommens!rate )ith the $al!e of s!#h ser$i#es.
!.2 REIMB"RSEMENT. The Company shall reimb!rse the Mana&ers or Members for all dire#t o!t:of:po#9et e6penses in#!rred by them in mana&in& the Company.
ARTICLE I Boo55((pin #.1 BOO6S. The Mana&ers shall maintain #omplete and a##!rate boo9s of a##o!nt of the Company>s a%airs at the Company>s prin#ipal pla#e of b!siness. *!#h boo9s shall be 9ept on s!#h method of a##o!ntin& as the Mana&ers shall sele#t. The #ompany>s a##o!ntin& period shall be the #alendar year.
#.2 MEMBER7S ACCO"NTS. The Mana&ers shall maintain separate #apital and distrib!tion a##o!nts for ea#h member. Ea#h member>s #apital a##o!nt shall be determined and maintained in the manner set forth in Treas!ry Re&!lation /.?0;:l(b(5(i$ and shall #onsist of his initial #apital #ontrib!tion in#reased by+
(aany additional #apital #ontrib!tion made by himBher8 (b#redit balan#es transferred from his distrib!tion a##o!nt to his #apital a##o!nt8 and de#reased by+ <. distrib!tions to himBher in red!#tion of Company #apital8 <<. the Member>s share of Company losses if #har&ed to hisBher #apital a##o!nt.
#.3 REPORTS. The Mana&ers shall #lose the boo9s of a##o!nt after the #lose of ea#h #alendar year3 and shall prepare and send to ea#h member a statement of s!#h Member>s distrib!ti$e share of in#ome and e6pense for in#ome ta6 reportin& p!rposes.
ARTICLE II Operatin& A&reement : 1
Tran*8(r* $.1 RIG&T OF FIRST REF"SAL. <f at any time a Member proposes to sell3 assi&n or other)ise dispose of all or any part of his interest in the Company3 s!#h Member shall rst ma9e a )ritten o%er to sell s!#h interest to the other Members at a pri#e determined by m!t!al a&reement. <f s!#h other Members de#line or fail to ele#t s!#h interest )ithin thirty (40 days3 and if the sale or assi&nment is made and the Members fail to appro$e this sale or assi&nment !nanimo!sly then3 p!rs!ant to the appli#able la)3 the p!r#haser or assi&nee shall ha$e no ri&ht to parti#ipate in the mana&ement of the b!siness and a%airs of the Company. The p!r#haser or assi&nee shall only be entitled to re#ei$e the share of the prots or other #ompensation by )ay of in#ome and the ret!rn of #ontrib!tions to )hi#h that Member )o!ld other)ise be entitled.
$.2 DRAG9ALONG RIG&T. <f Members o)nin& at least 10 of the <nterests (the DCompellors propose to (i sell for $al!e the <nterests held by them (the D Controllin& <nterests3 )hether by a sale of <nterests or a mer&er or #onsolidation in$ol$in& the Company3 or (ii #a!se the Company to sell all or s!bstantially all of the assets of the Company (ea#h s!#h transa#tion3 a D=ra&:Alon& *ale3 in ea#h #ase to a otential !r#haser3 b!t only in the e$ent that the Non:*ellin& Members ele#t not to e6er#ise their ri&ht to p!r#hase all of the O%ered Units p!rs!ant to *e#tion ?./3 the Compellors may3 at their option3 re@!ire the Non*ellin& Members (the DCompelled Members to sell all the <nterests o)ned or held by them3 or #onsent to s!#h asset sale as the #ase may be3 to the otential !r#haser for the same #onsideration and other)ise on the same terms and #onditions !pon )hi#h the Compellors a&reed to enter into the =ra&:Alon& *ale. The Compellors shall pro$ide a )ritten noti#e (the D =ra&:Alon& Noti#e of s!#h =ra&:Alon& *ale to ea#h of the Compelled Members3 not later than the date of a##eptan#e of the =ra&:Alon& *ale by the otential !r#haser.
$.3 TAG9ALONG RIG&T. <f any Member proposes to transfer to a potential p!r#haser a part of his in the #ompany interest (s!#h Transfer3 a D Ta&Alon& *ale3 and the non:sellin& Members ele#t not to e6er#ise their ri&ht to p!r#hase the interest p!rs!ant to *e#tion ?./3 then ea#h non: sellin& Member (the DTa&:Alon& Members shall ha$e the option3 e6er#isable in his or its sole dis#retion3 to parti#ipate in the Ta&:Alon& *ale at the O%ered ri#e and on the O%ered Terms set forth in the sellin& noti#e3 by pro$idin& )ritten noti#e (the D Ta&:Alon& Noti#e to the *ellin& Member )ithin thirty (40 days follo)in& the e6piration of the Non :*ellin& Member Option eriod (the DE6piration =ate. Ea#h Ta&:Alon& Member shall be entitled to in#l!de in the Ta&:Alon& *ale ea#h s!#h Ta&:Alon&
Operatin& A&reement : ?
MemberFs pro rata portion of interest in the #ompany (the D Ta&:Alon& <nterest. Upon re#eipt of any Ta&:Alon& Noti#e from a Ta&:Alon& Member3 the *ellin& Member shall #a!se the otential !r#haser to p!r#hase from s!#h Ta& :Alon& Member the Ta&:Alon& <nterests. <f the a&&re&ate n!mber of <nterests proposed to be Transferred by the *ellin& Member and all Ta&: Alon& Members e6#eed the n!mber of <nterests the otential !r#haser is )illin& to p!r#hase3 then ea#h of the *ellin& Member and the Ta& :Alon& Members shall red!#e3 to the e6tent ne#essary3 the n!mber of <nterests to be Transferred by s!#h Member p!rs!ant to this *e#tion on a pro rata basis.
CERTIFICATE OF FORMATION This Company Operatin& A&reement is entered into and shall be#ome e%e#ti$e as of the E%e#ti$e =ate by and amon& the Company and the persons e6e#!tin& this A&reement as Members. <t is the Members e6press intention to #reate a limited liability #ompany in a##ordan#e )ith appli#able la)3 as #!rrently )ritten or s!bse@!ently amended or redrafted. The !ndersi&ned hereby a&ree3 a#9no)led&e3 and #ertify that the fore&oin& operatin& a&reement is adopted and appro$ed by ea#h member3 the a&reement #onsistin& of 1: pa&es3 #onstit!tes3 toðer )ith E6hibit /3 E6hibit 5 and E6hibit 4 (if any3 the Operatin& A&reement of Tal9in& Arts LLC3 adopted by the members as of April 54rd3 50/7.
M(m)(r*+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re er#ent+ 70 Operatin& A&reement : H
Print(/ Nam(+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re er#ent+ 70
Operatin& A&reement : 2
Print(/ Nam(+
E4&IBIT 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC LISTING OF MANAGERS y a maority $ote of the Members the follo)in& Mana&ers )ere ele#ted to operate the Company p!rs!ant to ART<CLE ; of the A&reement+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG G rinted Name+ GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG rinted Name+
The abo$e listed Mana&er(s )ill ser$e in their #apa#ities !ntil they are remo$ed for any reason by a maority $ote of the Members as dened by ART<CLE ; or !pon their $ol!ntary resi&nation. *i&ned and A&reed this 54rd day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
Operatin& A&reement : /0
rinted Name+ rinted Name+
E4&IBIT 2 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC LISTING OF MEMBERS As of the 54rd day of April3 50/7 the follo)in& is a list of Members of the Company+ Nam(< A==RE**
P(r=(nta( 70
Nam(+ A==RE**
P(r=(nta( 70
A!thori'ed by Member(s to pro$ide Member Listin& as of this 54 day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
Operatin& A&reement : //
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
E4&IBIT 3 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC
CAPITAL CONTRIB"TIONS !rs!ant to ART<CLE 53 the Members> initial #ontrib!tion to the Company #apital is stated to be JKKKK. The des#ription and ea#h indi$id!al portion of this initial #ontrib!tion is as follo)s+
*<NE= AN= AREE= this 54rd day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG
Member
Operatin& A&reement : /5
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG
Member
ARTICLE 1 Company Formation Formation 1.1 FORMATION. The Members hereby form a Limited Liability Company ("Company" s!be#t to the pro$isions of the Limited Liability Company A#t as #!rrently in e%e#t as of this date. Arti#les of Or&ani'ation shall be led )ith the *e#retary of *tate.
1.2
NAME. The name of the Company shall be+ YOUR NAME LLC.
1.3 REGISTERED AG AGENT. The name and lo#ation of the re&istered a&ent of the Company shall be+
,ini'io - ,ini'io .A. /01 *E 2th *treet ,ort La!derdale3 ,L 444/1 1.
TERM. The Company shall #ontin!e for a perpet!al period3 !nless+
(aMembers )hose #apital interest as dened in Arti#le 5.5 e6#eeds 70 per#ent $ote for dissol!tion8 or (bAny e$ent )hi#h ma9es it !nla)f!l for the b!siness of the Company to be #arried on by the Members8 or (# The death3 resi&nation3 resi&nation3 e6p!lsion3 ban9r!pt#y3 ban9r!pt#y3 retirement retirement of a Member or the o##!rren#e of any other e$ent that terminates the #ontin!ed membership of a Member of the Company8 or (dAny other e$ent #a!sin& dissol!tion of this Limited Liability Company !nder the la)s of the *tate of ,lorida.
Operatin& A&reement : /
1.! CONTIN"ANCE OF COMPANY . Not)ithstandin& the pro$isions of Arti#le /.;3 in the e$ent of an o##!rren#e des#ribed in Arti#le /.;(# and (d3 if there is at least one or more remainin& Members3 said remainin& Members shall ha$e the ri&ht to #ontin!e the b!siness of the Company. *!#h ri&ht #an be e6er#ised only by the !nanimo!s $ote of the remainin& Members )ithin ninety (20 days after the o##!rren#e of an e$ent des#ribed in Arti#le /.;(#. <f not so e6er#ised3 the ri&ht of the Members to #ontin!e the b!siness of the Company shall e6pire.
1.# B"SINESS P"RPOSE. The p!rpose of the Company is to !nderta9e any la)f!l b!siness.
1.$ PRINCIPAL PLACE OF B"SINESS. The lo#ation of the prin#ipal pla#e of b!siness of the Company shall be+
YOUR A==RE** rin#ipal pla#e of b!siness may be #han&ed at a lo#ation the Mana&ers from time to time sele#t. 1.% T&E MEMBERS. The name and pla#e of residen#e of ea#h member are #ontained in E6hibit 5 atta#hed to this A&reement.
1.' ADMISSION OF ADDITIONAL MEMBERS . E6#ept as other)ise e6pressly pro$ided in the A&reement3 no additional members may be admitted to the Company thro!&h iss!an#e by the #ompany of a ne) interest in the Company3 )itho!t the prior !nanimo!s )ritten #onsent of the Members.
ARTICLE 2 M(m)(r*+ Contri),tion* 2.1 INITIAL CONTRIB"TIONS. The Members initially shall #ontrib!te to the Company #apital as des#ribed in E6hibit 4 atta#hed to this A&reement. The a&reed total $al!e of s!#h property and #ash is 470 U* =ollars.
2.2 ADDITIONAL CONTRIB"TIONS. E6#ept as pro$ided in Arti#le 1.53 no Member shall be obli&ated to ma9e any additional #ontrib!tion to the Company>s #apital.
Operatin& A&reement : 5
ARTICLE 3 Pro-t* Lo**(* an/ Di*tri),tion* 3.1 PROFITS0LOSSES. ,or nan#ial a##o!ntin& and ta6 p!rposes the Company>s net prots or net losses shall be determined on an ann!al basis and shall be allo#ated to the Members in proportion to ea#h Member>s relati$e #apital interest in the Company as set forth in E6hibit 5 as amended from time to time in a##ordan#e )ith Treas!ry Re&!lation /.?0;:/.
3.2 DISTRIB"TIONS. The Members shall determine and distrib!te a$ailable f!nds ann!ally or at more fre@!ent inter$als as they see t. A$ailable f!nds3 as referred to herein3 shall mean the net #ash of the Company a$ailable after appropriate pro$ision for e6penses and liabilities3 as determined by the Mana&ers. =istrib!tions in li@!idation of the Company or in li@!idation of a Member>s interest shall be made in a##ordan#e )ith the positi$e #apital a##o!nt balan#es p!rs!ant to Treas!ry Re&!lation /.?0;:l(b(5(ii(b(5. To the e6tent a Member shall ha$e a ne&ati$e #apital a##o!nt balan#e3 there shall be a @!alied in#ome o%set3 as set forth in Treas!ry Re&!lation /.?0;:l(b(5(ii(d.
ARTICLE I Mana(m(nt .1 MANAGEMENT OF T&E B"SINESS . The name and pla#e of residen#e of ea#h Mana&er is atta#hed as E6hibit / of this A&reement. y a $ote of the Members holdin& a maority of the #apital interests in the Company3 as set forth in E6hibit 5 as amended from time to time3 shall ele#t so many Mana&ers as the Members determine3 b!t no fe)er than one3 )ith one Mana&er ele#ted by the Members as Chief E6e#!ti$e Mana&er. The ele#ted Mana&er(s may either be a Member or Non:Member.
.2 MEMBERS. The liability of the Members shall be limited as pro$ided p!rs!ant to appli#able la). Members that are not Mana&ers shall ta9e no part )hate$er in the #ontrol3 mana&ement3 dire#tion3 or operation of the Company>s a%airs and shall ha$e no po)er to bind the Company. The Mana&ers may from time to time see9 ad$i#e from the Members3 b!t they need not a##ept s!#h ad$i#e3 and at all times the Mana&ers shall ha$e the e6#l!si$e ri&ht to #ontrol and mana&e the Company. No Member shall be an a&ent of any other Member of the Company solely by reason of bein& a Member.
Operatin& A&reement : 4
.3 POERS OF MANAGERS. The Mana&ers are a!thori'ed on the Company>s behalf to ma9e all de#isions as to (a the sale3 de$elopment lease or other disposition of the Company>s assets8 (b the p!r#hase or other a#@!isition of other assets of all 9inds8 (# the mana&ement of all or any part of the Company>s assets8 (d the borro)in& of money and the &rantin& of se#!rity interests in the Company>s assets8 (e the pre: payment3 renan#in& or e6tension of any loan a%e#tin& the Company>s assets8 (f the #ompromise or release of any of the Company>s #laims or debts8 and3 (& the employment of persons3 rms or #orporations for the operation and mana&ement of the #ompany>s b!siness. <n the e6er#ise of their mana&ement po)ers3 the Mana&ers are a!thori'ed to e6e#!te and deli$er (a all #ontra#ts3 #on$eyan#es3 assi&nments leases3 s!b:leases3 fran#hise a&reements3 li#ensin& a&reements3 mana&ement #ontra#ts and maintenan#e #ontra#ts #o$erin& or a%e#tin& the Company>s assets8 (b all #he#9s3 drafts and other orders for the payment of the Company>s f!nds8 (# all promissory notes3 loans3 se#!rity a&reements and other similar do#!ments8 and3 (d all other instr!ments of any other 9ind relatin& to the Company>s a%airs3 )hether li9e or !nli9e the fore&oin&.
. C&IEF E4EC"TIE MANAGER. The Chief E6e#!ti$e Mana&er shall ha$e primary responsibility for mana&in& the operations of the Company and for e%e#t!atin& the de#isions of the Mana&ers.
.! NOMINEE. Title to the Company>s assets shall be held in the Company>s name or in the name of any nominee that the Mana&ers may desi&nate. The Mana&ers shall ha$e po)er to enter into a nominee a&reement )ith any s!#h person3 and s!#h a&reement may #ontain pro$isions indemnifyin& the nominee3 e6#ept for his )illf!l mis#ond!#t.
.# COMPANY INFORMATION. Upon re@!est3 the Mana&ers shall s!pply to any member information re&ardin& the Company or its a#ti$ities. Ea#h Member or his a!thori'ed representati$e shall ha$e a##ess to and may inspe#t and #opy all boo9s3 re#ords and materials in the Mana&er>s possession re&ardin& the Company or its a#ti$ities. The e6er#ise of the ri&hts #ontained in this ART<CLE ;.1 shall be at the re@!estin& Member>s e6pense.
.$ E4C"LPATION. Any a#t or omission of the Mana&ers3 the e%e#t of )hi#h may #a!se or res!lt in loss or dama&e to the Company or the
Operatin& A&reement : ;
Members if done in &ood faith to promote the best interests of the Company3 shall not s!be#t the Mana&ers to any liability to the Members.
.% INDEMNIFICATION. The Company shall indemnify any person )ho )as or is a party defendant or is threatened to be made a party defendant3 pendin& or #ompleted a#tion3 s!it or pro#eedin&3 )hether #i$il3 #riminal3 administrati$e3 or in$esti&ati$e (other than an a#tion by or in the ri&ht of the Company by reason of the fa#t that he is or )as a Member of the Company3 Mana&er3 employee or a&ent of the Company3 or is or )as ser$in& at the re@!est of the Company3 for instant e6penses (in#l!din& attorney>s fees3 !d&ments3 nes3 and amo!nts paid in settlement a#t!ally and reasonably in#!rred in #onne#tion )ith s!#h a#tion3 s!it or pro#eedin& if the Members determine that he a#ted in &ood faith and in a manner he reasonably belie$ed to be in or not opposed to the best interest of the Company3 and )ith respe#t to any #riminal a#tion pro#eedin&3 has no reasonable #a!se to belie$e hisBher #ond!#t )as !nla)f!l. The termination of any a#tion3 s!it3 or pro#eedin& by !d&ment3 order3 settlement3 #on$i#tion3 or !pon a plea of "nolo Contendere" or its e@!i$alent3 shall not in itself #reate a pres!mption that the person did or did not a#t in &ood faith and in a manner )hi#h he reasonably belie$ed to be in the best interest of the Company3 and3 )ith respe#t to any #riminal a#tion or pro#eedin&3 had reasonable #a!se to belie$e that hisBher #ond!#t )as la)f!l.
.' RECORDS. The Mana&ers shall #a!se the Company to 9eep at its prin#ipal pla#e of b!siness the follo)in&+
(a a #!rrent list in alphabeti#al order of the f!ll name and the last 9no)n street address of ea#h Member8 (b a #opy of the Certi#ate of ,ormation and the Company Operatin& A&reement and all amendments8 (# #opies of the Company>s federal3 state and lo#al in#ome ta6 ret!rns and reports3 if any3 for the three most re#ent years8 (d #opies of any nan#ial statements of the limited liability #ompany for the three most re#ent years.
ARTICLE Comp(n*ation
Operatin& A&reement : 7
!.1 MANAGEMENT FEE. Any Mana&er renderin& ser$i#es to the Company shall be entitled to #ompensation #ommens!rate )ith the $al!e of s!#h ser$i#es.
!.2 REIMB"RSEMENT. The Company shall reimb!rse the Mana&ers or Members for all dire#t o!t:of:po#9et e6penses in#!rred by them in mana&in& the Company.
ARTICLE I Boo55((pin #.1 BOO6S. The Mana&ers shall maintain #omplete and a##!rate boo9s of a##o!nt of the Company>s a%airs at the Company>s prin#ipal pla#e of b!siness. *!#h boo9s shall be 9ept on s!#h method of a##o!ntin& as the Mana&ers shall sele#t. The #ompany>s a##o!ntin& period shall be the #alendar year.
#.2 MEMBER7S ACCO"NTS. The Mana&ers shall maintain separate #apital and distrib!tion a##o!nts for ea#h member. Ea#h member>s #apital a##o!nt shall be determined and maintained in the manner set forth in Treas!ry Re&!lation /.?0;:l(b(5(i$ and shall #onsist of his initial #apital #ontrib!tion in#reased by+
(aany additional #apital #ontrib!tion made by himBher8 (b#redit balan#es transferred from his distrib!tion a##o!nt to his #apital a##o!nt8 and de#reased by+ <. distrib!tions to himBher in red!#tion of Company #apital8 <<. the Member>s share of Company losses if #har&ed to hisBher #apital a##o!nt.
#.3 REPORTS. The Mana&ers shall #lose the boo9s of a##o!nt after the #lose of ea#h #alendar year3 and shall prepare and send to ea#h member a statement of s!#h Member>s distrib!ti$e share of in#ome and e6pense for in#ome ta6 reportin& p!rposes.
ARTICLE II Operatin& A&reement : 1
Tran*8(r* $.1 RIG&T OF FIRST REF"SAL. <f at any time a Member proposes to sell3 assi&n or other)ise dispose of all or any part of his interest in the Company3 s!#h Member shall rst ma9e a )ritten o%er to sell s!#h interest to the other Members at a pri#e determined by m!t!al a&reement. <f s!#h other Members de#line or fail to ele#t s!#h interest )ithin thirty (40 days3 and if the sale or assi&nment is made and the Members fail to appro$e this sale or assi&nment !nanimo!sly then3 p!rs!ant to the appli#able la)3 the p!r#haser or assi&nee shall ha$e no ri&ht to parti#ipate in the mana&ement of the b!siness and a%airs of the Company. The p!r#haser or assi&nee shall only be entitled to re#ei$e the share of the prots or other #ompensation by )ay of in#ome and the ret!rn of #ontrib!tions to )hi#h that Member )o!ld other)ise be entitled.
$.2 DRAG9ALONG RIG&T. <f Members o)nin& at least 10 of the <nterests (the DCompellors propose to (i sell for $al!e the <nterests held by them (the D Controllin& <nterests3 )hether by a sale of <nterests or a mer&er or #onsolidation in$ol$in& the Company3 or (ii #a!se the Company to sell all or s!bstantially all of the assets of the Company (ea#h s!#h transa#tion3 a D=ra&:Alon& *ale3 in ea#h #ase to a otential !r#haser3 b!t only in the e$ent that the Non:*ellin& Members ele#t not to e6er#ise their ri&ht to p!r#hase all of the O%ered Units p!rs!ant to *e#tion ?./3 the Compellors may3 at their option3 re@!ire the Non*ellin& Members (the DCompelled Members to sell all the <nterests o)ned or held by them3 or #onsent to s!#h asset sale as the #ase may be3 to the otential !r#haser for the same #onsideration and other)ise on the same terms and #onditions !pon )hi#h the Compellors a&reed to enter into the =ra&:Alon& *ale. The Compellors shall pro$ide a )ritten noti#e (the D =ra&:Alon& Noti#e of s!#h =ra&:Alon& *ale to ea#h of the Compelled Members3 not later than the date of a##eptan#e of the =ra&:Alon& *ale by the otential !r#haser.
$.3 TAG9ALONG RIG&T. <f any Member proposes to transfer to a potential p!r#haser a part of his in the #ompany interest (s!#h Transfer3 a D Ta&Alon& *ale3 and the non:sellin& Members ele#t not to e6er#ise their ri&ht to p!r#hase the interest p!rs!ant to *e#tion ?./3 then ea#h non: sellin& Member (the DTa&:Alon& Members shall ha$e the option3 e6er#isable in his or its sole dis#retion3 to parti#ipate in the Ta&:Alon& *ale at the O%ered ri#e and on the O%ered Terms set forth in the sellin& noti#e3 by pro$idin& )ritten noti#e (the D Ta&:Alon& Noti#e to the *ellin& Member )ithin thirty (40 days follo)in& the e6piration of the Non :*ellin& Member Option eriod (the DE6piration =ate. Ea#h Ta&:Alon& Member shall be entitled to in#l!de in the Ta&:Alon& *ale ea#h s!#h Ta&:Alon&
Operatin& A&reement : ?
MemberFs pro rata portion of interest in the #ompany (the D Ta&:Alon& <nterest. Upon re#eipt of any Ta&:Alon& Noti#e from a Ta&:Alon& Member3 the *ellin& Member shall #a!se the otential !r#haser to p!r#hase from s!#h Ta& :Alon& Member the Ta&:Alon& <nterests. <f the a&&re&ate n!mber of <nterests proposed to be Transferred by the *ellin& Member and all Ta&: Alon& Members e6#eed the n!mber of <nterests the otential !r#haser is )illin& to p!r#hase3 then ea#h of the *ellin& Member and the Ta& :Alon& Members shall red!#e3 to the e6tent ne#essary3 the n!mber of <nterests to be Transferred by s!#h Member p!rs!ant to this *e#tion on a pro rata basis.
CERTIFICATE OF FORMATION This Company Operatin& A&reement is entered into and shall be#ome e%e#ti$e as of the E%e#ti$e =ate by and amon& the Company and the persons e6e#!tin& this A&reement as Members. <t is the Members e6press intention to #reate a limited liability #ompany in a##ordan#e )ith appli#able la)3 as #!rrently )ritten or s!bse@!ently amended or redrafted. The !ndersi&ned hereby a&ree3 a#9no)led&e3 and #ertify that the fore&oin& operatin& a&reement is adopted and appro$ed by ea#h member3 the a&reement #onsistin& of 1: pa&es3 #onstit!tes3 toðer )ith E6hibit /3 E6hibit 5 and E6hibit 4 (if any3 the Operatin& A&reement of Tal9in& Arts LLC3 adopted by the members as of April 54rd3 50/7.
M(m)(r*+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re er#ent+ 70 Operatin& A&reement : H
Print(/ Nam(+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re er#ent+ 70
Operatin& A&reement : 2
Print(/ Nam(+
E4&IBIT 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC LISTING OF MANAGERS y a maority $ote of the Members the follo)in& Mana&ers )ere ele#ted to operate the Company p!rs!ant to ART<CLE ; of the A&reement+
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG G rinted Name+ GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG rinted Name+
The abo$e listed Mana&er(s )ill ser$e in their #apa#ities !ntil they are remo$ed for any reason by a maority $ote of the Members as dened by ART<CLE ; or !pon their $ol!ntary resi&nation. *i&ned and A&reed this 54rd day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
Operatin& A&reement : /0
rinted Name+ rinted Name+
E4&IBIT 2 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC LISTING OF MEMBERS As of the 54rd day of April3 50/7 the follo)in& is a list of Members of the Company+ Nam(< A==RE**
P(r=(nta( 70
Nam(+ A==RE**
P(r=(nta( 70
A!thori'ed by Member(s to pro$ide Member Listin& as of this 54 day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
Operatin& A&reement : //
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG *i&nat!re of Member
E4&IBIT 3 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Ta;5in Art* LLC
CAPITAL CONTRIB"TIONS !rs!ant to ART<CLE 53 the Members> initial #ontrib!tion to the Company #apital is stated to be JKKKK. The des#ription and ea#h indi$id!al portion of this initial #ontrib!tion is as follo)s+
*<NE= AN= AREE= this 54rd day of Ian!ary 50/1. GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG
Member
Operatin& A&reement : /5
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG
Member
