OPERATING AGREEMENT

OF

[NAME OF YOUR LLC]

([State of incorporation] limited liability company)

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THIS OPERATING AGREEMENT of [NAME OF YOUR ENTITY], a [STATE OF INCORPORATION]
limited liability company (the “Company”) dated as of [EFFECTIVE DATE], is executed by and between
the Company and its initial Members, as set out in Exhibit A which is incorporated herein by reference, who
own Units and percentages of interest in the Company in consideration of the capital contributions to the
Company and mutual promises in this Agreement (the receipt, mutuality, adequacy and sufficiency of which
are hereby acknowledged), hereby agree as follows:

1. Formation & Term. The Company was formed on [DATE OF FORMATION] by filing of
Articles of Organization with the [STATE OF INCORPORATION] Secretary of State pursuant to the
applicable state laws (the "Act"). The Company has an EIN number of [EIN NUMBER].

2. Purpose. The Company is organized to conduct any or all lawful affairs for which a limited
liability company may be organized.

3. Term. The Company will continue until terminated as provided in this Agreement or may
dissolve under conditions provided in the Act.

4. Place of Business. The Principal Office of the Company will be located at [OFFICE
ADDRESS] or such other place as the Members may from time to time designate.

5. Members.

Generally. The term “Member” means a physical person or legal entity who signs this Agreement
intending to be a Member or who is admitted in accordance with this Agreement until ceases to be a
Member in accordance with this Agreement.

The Members have contributed to the Company the cash amounts as set forth opposite such Member’s
name in the column entitled “Initial Capital Contribution” on Exhibit A (the “Initial Capital
Contributions”).

(a) Admission of a New Member. A person may become a Member only as follows:

(i) by the issuance of the Company of Units (as defined below) for such
consideration as all the Members unanimously determine; or

(ii) as a transferee of a Member’s interest or any portion it, subject to any

applicable provisions of this Agreement.

No new Member will be entitled to any retroactive allocation of losses, income or expense deductions
incurred by the Company. All the Members may unanimously elect at the time a new Member is
admitted, to close the Company books (as though the Company’s tax year had ended) or make pro rata
allocations of loss, income and expense deductions to a new Member for that portion of the Company’s
tax year in which a Member was admitted.

(b) Limited Right to Withdraw. No Member may withdraw or resign except with the consent of all the
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Members (which may be withheld for any reason or for no reason) or in accordance with this
Agreement or by Court Order.

(c) Cessation of Member Status. A Member shall cease to be a Member only when (a) the Member
suffers an event described herein, or (b) the Member’s entire interest is transferred, or (c) upon death or
“total disability” or total dissolution of a Member. For purposes of this Section, “total disability” shall
be deemed to have occurred upon receipt by the Company of a written statement from a physician that
the Member in question has become so incapacitated as to be unable to continue his duties as a Member
or employee of the Company by reason of physical or mental illness or injury and such disability
continues or, in reasonable opinion of such physician expected to continue for an interrupted period of
120 days or six months out of twelve months. For purposes of this Agreement, “total dissolution” of the
Member shall be sale or transfer or other alienation of all assets or equity interest of such Member who
is legal entity.

(d) Out-of-Pocket Reimbursement of Expenses. A Member shall be reimbursed for his reasonable out-
of-pocket expenses actually incurred by him after the execution hereof that are (a) directly connected
with the business of the Company, based upon reasonable supporting evidence for all expenditures for
which such reimbursement is requested, and (b) are included with any agreed-upon annual budget as
the same may have been amended for the period with respect to which such expenses are incurred.
Each Member shall be entitled to reimbursement for any non-budgeted expenses described in clause (a)
above if, prior to incurring such expense, he or it shall have secured approval for such expenditure from
a majority in Percentage Interest of the other Members.

(e) Compensation of Managers and Members. No Member or Manager will receive any compensation
from the Company except for reimbursement of expenses incurred by them as provided in section 5(e)
above.

6. Capital Structure.

(a) Capital Contributions. Each initial Member’s initial capital contribution to the Company is as stated
in Exhibit A. An individual capital account (the "Capital Account") will be maintained for each Member
and their Initial Contributions will be credited to this account. Any Additional Contributions made by
any Member will be credited to that Member's individual Capital Account. No Member will be entitled
to interest on their capital contributions to the Company.

(b) Liability for Contribution. A Member's obligation to make their required Capital Contribution can
only be compromised or released with the consent of all remaining Members or as otherwise provided in
this Agreement. If a Member does not make the Capital Contribution when it is due, he is obligated at the
option of any remaining Members to contribute cash equal to the agreed value of the Capital
Contribution. This option is in addition to and not in lieu of any others rights, including the right to
specific performance that the Company may have against the Member.

(c) Additional Contributions. Capital Contributions may be amended from time to time, according to the
business needs of the Company. However, if additional capital is determined to be required and an
individual Member is unwilling or unable to meet the additional contribution requirement within a
reasonable period, the remaining Members may contribute in proportion to their existing Capital
Contributions to resolve the amount in default. In such case, the allocation of Net Profits or Losses and
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the distribution of assets on dissociation or dissolution will be adjusted accordingly. Any advance of
money to the Company by any Member in excess of the amounts provided for in this Agreement or
subsequently agreed to, will be deemed a debt due from the Company rather than an increase in the
Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to
be determined by a majority of the Members. This liability will not entitle the lending Member to any
increased share of the Company's profits nor to a greater voting power. Repayment of such debts will
have priority over any other payments to Members.

(d) Percentage Interests. Each Member’s percentage interest in the Company (“each Member’s
Percentage Interest”) is as set forth in Exhibit A. The percentages set forth in Exhibit A will apply in all
circumstances where relevant to determining the extent of the Member’s interest in the Company,
including his right to vote on, consent to or otherwise participate in any decision or action to be taken by
the Members under this Agreement or the applicable law. Each Member’s Percentage Interest may be
stated in terms of “Units”; and for such purposes, initially each Member has Units equal to his initial
Percentage Interest. Certificates representing Units shall be signed by the Managing Member.

(e) Allocation of Profits and Losses . The Company’s profits and losses will be allocated among the
Members in accordance with the Percentage Interests, unless otherwise decided in accordance with the
provisions stated herein or in compliance with the Code and the regulations promulgated thereunder. No
Member will have priority over any other Member for the distribution of Net Profits or Losses.

(d) Distributions. The Company will make distributions to the Members annually or at such time and in
such form and amount as the Members may unanimously determine; provided, however, the Company
shall, on a calendar year basis based upon the Company’s estimated taxable income under the Tax Code
(herein “Code”), distribute Net Cash (to the extent available) in an amount at least equal to each
Member’s allocative share of the Company’s estimated taxable income under the Code for such year to
be distributed to the Members in accordance with their percentage interests. “Net Cash” means the gross
cash proceeds received by the Company from Company operations (including sales, dispositions, or
refinancing of any Company property) less the portion thereof used to pay or establish reserves for (a) all
Company expenses, (b) required principal and interest payments on indebtedness of the Company, (c)
capital improvements, and contingencies, all as determined in good faith by the Members. “Net Cash”
shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances.

(e) Capital Accounts; Books and Records. The Company will maintain capital accounts in accordance
with applicable law and in accordance with good business practices. The Company will maintain, at its
principal place of business or in shared online location, the books and records of the Company,
including: (i) a current list of the name and last known address of each member; (ii) copies of records
that would enable a Member to determine the relative voting rights, if any, of the members; (iii) a copy
of the articles of organization, together with any amendments thereto; (iv) copies of the limited liability
company’s federal, state, and local income tax returns, if any, for the three most recent years; (v) a copy
of any operating agreement that is in writing, together with any amendments thereto; and (vi) copies of
financial statements, if any, of the limited liability company for the three most recent years.

(f) Matters Concerning Accounting and Income Taxes.

(i) Method of Accounting. All of the Company’s income tax and

financial reports and returns will be prepared on an accounting basis selected by the Members.
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 (ii) Tax Elections. All tax matters elections made by or for the
Company will be approved by the Members.

(iii) Expenses. All expenses incurred by the Company pertaining to

Company accounting and tax purposes will be borne equally by the Members.

(g) Bank Accounts. Company funds shall be deposited and maintained solely for the Company in
accounts in the Company name in a bank or banks selected by the Members. The Members and the
Managers shall not commingle any monies or funds of the Company with monies or funds of any other
person. A single Member shall be authorized to withdraw funds from, or to execute on behalf of the
Company checks or drafts drawn on, such accounts in an amount of as authorized by Members.
7. Management by Managers.

(a) Management of Company. The management and control of the business and affairs of the Company
will be vested in the Manager(s). The Manager(s) of the Company are listed in Exhibit B to this
Agreement, which is incorporated herein by reference. Managers are the active Members of the
Company who manage the day-to-day affairs of the Company.

(b) Powers of Managers. The Managers have the full power and authority to manage the business and
affairs of the Company in accordance with the applicable law, including the power to purchase, sell and
lease property of any kind, to incur indebtedness and give security for such, to guarantee obligations of
others, to execute contracts and instruments on behalf of the Company, and to take all such actions as
may be necessary to carry out any actions that have been authorized by the Members.

(c) Number, Tenure and qualifications of Managers . The number of Managers of the Company can be
changed by affirmative vote of all of the Members or as otherwise stated in this Agreement. Members
shall establish the tenure of service and qualifications of such Managers.

(d) Certain Powers of the Manager. Subject to the provisions contained in this Agreement, each
Manager shall have the power and authority, on behalf of the Company:

(i) To purchase liability and other insurance.

(ii) To hold real and/or personal properties in the name of the Company.
(iii) To execute on behalf of the Company all instruments and documents, including,
without limitation, checks; drafts; notes and other negotiable instruments;
security agreements; financing statements; documents providing for the
acquisition, mortgage or disposition of the Company’s property; assignments;
bills of sale and any other instruments or documents necessary, in the opinion of
the Manager, to the business of the Company.
(iv) To employ accountants, legal counsel, or other experts to perform customary
services for the Company and to compensate them from Company funds.
(v) To enter into contracts and any and all other agreements with third parties on
behalf of the Company, in the ordinary course of the Company’s business.
(vi) To do and perform all other acts as may be necessary or appropriate to the
conduct of the Company’s business.

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(e) Certain Limitations on the Manager’s Authority . Notwithstanding anything contained herein to the
contrary, no act shall be taken, sum expended or obligation incurred by the Company or the Manager,
with respect to a matter within the scope or relating to any of the major decisions affecting the Company
(“Major Decisions”) listed under section 7(x), unless such Major Decision has been approved by a
unanimous vote of the Members.

(f) Liability for Certain Acts . The Manager shall perform its duties as Manager in good faith, in a manner
it reasonably believes to be in the best interests of the Company, and with such care as an ordinary
prudent person in a like position would use under similar circumstances. So long as the Manager so
performs the duties of Manager, it shall not have any liability to any Member by reason of being or
having been a Manager of the Company. The Manager shall not be liable to the Company or to any
Member for any loss or damage sustained by the Company or any Member, unless the loss or damage
shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement
or a wrongful taking by the Manager.

(g) Meetings of Members.

(i) Time and Location. A special meeting of the Members may be called at any time by any Member on
at least two days’ notice, and the notice of a special meeting will state the day, time, place and purpose
of such meeting. Any meeting of the Members may be held in the State of Colorado or at such place as
may be determined by the person or persons calling the meeting.

(ii) Notice. Each notice of a Member’s meeting will be in writing and given either (i) in person or (ii) by
a nationally recognized next business day delivery service for next business day delivery (costs prepaid),
or (iii) by fax or e-mail and with a confirming copy sent by a nationally recognized next business day
delivery service, and being timely delivered to such courier, in the case of clauses (ii) and (iii) for
delivery to the last known address of the recipient.

(iii) Waiver of Notice. Notice of a meeting may be waived in writing signed by the Members waiving
notice and delivered to the Company for inclusion with the minutes of the proceedings of the Members
or filing with the corporate records. Attendance of a Member at a meeting (A) waives objection to lack
of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and (B) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes described in the meeting
notice, unless the Member objects to considering the matter when it is presented.

(iv) Quorum. A majority of the Members will constitute a quorum for the transaction of business;
unless a meeting involves termination of Member’s interest as stated herein and such Member has been
properly informed about the meeting.

(v) Voting. Except as otherwise provided by the Articles of Organization, this Agreement or the law,
all actions by the Members will require the affirmative vote or written consent of the Members holding
a majority of the Percentage Interests.

(vi) Written Consent of Members. Any action required or permitted to be taken at a meeting of the
Members may be taken without a meeting if the action is taken by the number of the Members necessary
to approve such action. The action must be evidenced by one or more written consents describing the
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action taken and delivered to the Company for inclusion with the minutes of the proceedings of the
Members or filing with the Company’s records.

(vii) Telephonic or Electronic Meetings of Members . Any action required or permitted to be taken at a
meeting of the Members may be taken at a meeting held by means of conference telephone or
communications equipment or via the Internet by which all Members participating in the meeting may
simultaneously hear each other during the meeting. A Member participating in a meeting by this means
is deemed to be present in person at the meeting.

(viii) Minutes and Other Records. The Members will keep minutes of their meetings, and such minutes,
together with copies of written consents and notices and other instruments under this Agreement, will be
maintained in the Company’s records.

(ix) Reliance. Each of the Members hereby expressly acknowledges and agrees: (i) that the Members are
authorized to act notwithstanding any dispute or disagreement among the Members; and (ii) that any
other person is entitled to rely on any and all action taken by the Members under this Agreement without
liability to, or obligation to inquire of, any of the Members. Each of the Members hereby expressly
acknowledges and agrees that any person will be entitled to rely on any and all actions taken (or not
taken) by the Members or with respect to this Agreement that appear to have been taken in accordance
with this Agreement (including in the case of action by written consent, to have been signed by the
necessary number of Members) without any duty of inquiry as to the genuineness of the writing or other
communication and without any obligation of inquiry of any of the Members.

(x) Major Decisions. All Decisions shall be made by qualified majority of member votes of no less than
51% of all Members present or represented, except that any of the following decisions or actions
considered Major Decisions cannot be made without first obtaining the affirmative vote or written
consent of ALL of the Members present or represented:

i) cause the Company to do any acts in violation of or in breach of any agreement entered into by
the Company;

ii) take any action in contravention of the Act, the Certificate of Formation or this Agreement;

iii) to the fullest extent permitted by Applicable Law, take any action that would make it impossible
to carry on the ordinary activities of the Company;

iv) knowingly perform any act that would subject the Member to loss of limited liability in any
jurisdiction.

v) take any action to amend or modify the Certificate of Formation or this Agreement.

vi) Seeking additional capital investment by the Members;

vii) determining the approved budget for any fiscal year;

viii) making any expenditure which individually exceeds $5000 or in the aggregate exceeds the
amount provided for in an approved budget by at least $10,000;

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 ix) Employ any Person as an employee or as a consultant;

x) making any loan or advance, whether secured or unsecured, to any person, or any guaranty or
any loan or advance to any person;

xi) merging or consolidating the Company with or into another person, selling or otherwise
disposing of substantially all of the assets or goodwill of the Company, acquiring any company
or business or entering into any joint venture with any entity by the Company, including without
limitation any Member;

xii) any material change in the nature of the Company’s business

xiii) the initiation or settlement of any lawsuit by the Company;

xiv) dissolution of the Company;

xv) the admission of a New Member or the issuance of any Units;

xvi) the redemption by the Company of all or a portion of any Member’s interest.

8. Transfer of Units and of Interest.

(a) Prohibited Transfer. Unless otherwise agreed to by holders of a majority in Percentage Interests of
the remaining Members, no Member may voluntarily transfer or otherwise encumber or permit or suffer
any encumbrance of all or any portion of such Member’s interest in the Company, and any attempt to do
so shall be null and void and of no effect whatsoever, and neither the Company nor the Members shall be
bound by any such transfer or encumbrance. Any person (a "Transferee") who obtains or purports to
obtain any interest in all or any portion of a Member’s interest in violation of the provisions of this
Agreement shall not become a Member.

(b) Company’s Right of First Refusal. If a Member receives an offer in writing from an unrelated third-
party (who must be a person or persons financially capable of carrying out the terms of such offer) (a
"Bona Fide Offer") to purchase its interest in the Company (the "Offered Interest"), and such Member
wishes to sell his or its Offered Interest pursuant to the terms and provisions of said Bona Fide Offer, the
Member wishing to sell his or its Offered Interest must first notify the Company and all remaining
Members of his or its intention to sell such Offered Interest. Such notice shall specify the proposed
purchaser or transferee, the purchase price and the payment terms set forth in the Bona Fide Offer, and
shall include a true and correct copy of such Bona Fide Offer. For a period of 60 days following the
receipt of such notice, the Company shall have first option to purchase the Offered Interest at the price
and upon the same terms and conditions as the Bona Fide Offer, at agreed price and terms, or in no such
agreement reached, then at the price as the Bona Fide Offer but payable pursuant to a promissory note
(the "Purchase Note") in five equal annual installments of principal and interest beginning on the first
anniversary date of such purchase, with interest payable on the unpaid principal balance at the prime
interest rate then in effect on the date of the Purchase Note as published in The Wall Street Journal. The
Company may, at its option, prepay any portion or all of any one or more principal installments and
interest on the Purchase Note, without prepayment penalty, premium or charge, and interest on such
principal amount prepaid shall cease to accrue on the date of such payment. The Company shall exercise
such option by giving written notice of such exercise to the selling Member on or before the end of said
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60 day period. In the event the Company does not exercise its option to purchase all of the Offered
Interest within said 60 day period, then the remaining Members shall have a second option to purchase
the balance of the Offered Interest not purchased by the Company at the price and upon the same terms
and conditions as the Bona Fide Offer. The remaining Member(s) may purchase the balance of the
Offered Interest in such proportions as may be agreed to by them; provided, however, that if they are
unable to agree, then such remaining Member(s) shall purchase the Offered Interest in proportion to their
Percentage Interests in the Company. The remaining Members who wish to purchase the balance of
Offered Interest not purchased by the Company must give written notice of their intention to do so within
65 days following the receipt of the original notice from the selling Member. The closing on the purchase
of the Offered Interest by the Company and the remaining Members shall take place no later than 120
days after receipt of the original notice from the selling Member. In the event that the Company and
remaining Members fail to exercise the option within said 65 day period, and assuming the holders of a
majority of the Percentage Interests of the remaining Members have consented pursuant to this
Agreement, then the selling Member shall be free to sell the portion of its Offered Interest in the
Company not acquired by the Company or the remaining Members to such third party pursuant to such
Bona Fide Offer.

(c) Company’s Right to Purchase Membership Interest on Death or Total Disability or Total Dissolution .
Upon the death or total disability or total dissolution of any Member, the Company shall purchase the
interest owned by such Member. The purchase price of the interest shall be the interest’s then Fair Market
Value (as defined below) at the time of such death or total disability or dissolution. The Company shall
have the option of either paying the purchase price in one lump sum payment or pursuant to a promissory
note (the "Purchase Note") in five equal annual installments of principal and interest beginning on the
first anniversary date of such purchase, with interest payable on the unpaid principal balance at the prime
interest rate then in effect on the date of the Purchase Note as published in The Wall Street Journal. The
Company may, at its option, prepay any portion or all of any one or more principal installments and
interest on the Purchase Note, without prepayment penalty, premium or charge, and interest on such
principal amount prepaid shall cease to accrue on the date of such payment. The Company agrees that if it
is able to purchase life insurance on any Member at reasonable rates, it shall purchase such life insurance
in an amount reasonably anticipated to pay a substantial portion of such purchase price and shall apply all
the proceeds of such insurance upon receipt to the purchase of such deceased Member’s interest. “ Fair
Market Value” shall be the fair market value of an interest as of any relevant date. In all cases, the
selling Member or his legal representative and the Company (without participation by the selling
Member) shall attempt to agree upon the Fair Market Value within 60 days after the relevant date. If the
Fair Market Value cannot be agreed upon within said 60-day period, then the Fair Market Value shall be
determined by an independently appointed appraiser, so appointed by the majority Members of the
Company. The cost incurred by the Company in appointing the appraiser shall be solely borne by the
Selling Member(s).

(d) Involuntary Transfer. Upon occurrence of a material and repeated uncured breach of this Agreement
by Member, or upon occurrence of material and repeated event of conduct by Member that is, in the
opinion of other Members, contrary to the interests of the Company and/or majority of Members, or
upon filing for bankruptcy by Member, a Member may be compelled to transfer his or its entire
Membership Interest, subject to compensation on the same terms as specified for other Transfers stated
herein, less direct damages and costs incurred by Company and/or Members due to such breach or
conduct.

Any such Involuntary Transfer can only occur pursuant to Members meeting to be held in the accordance
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with the procedures stated herein. In case of bankruptcy or any other Court Order mandating sale and
distribution of value of such Member’s Interest, funds constituting monetary value of such Interest shall
be held by the Company in trust pending resolution of Bankruptcy Proceedings or Court Order.

(e) Disassociated Members. In the event of either a voluntary or involuntary withdrawal of a Member, the
remaining Members retain the right to seek damages from a dissociated Member where the dissociation
resulted from a malicious or criminal act by the dissociated Member or where the dissociated Member had
breached their fiduciary duty to the Company or was in breach of this Agreement or had acted in a way
that could reasonably be foreseen to bring harm or damage to the Company or to the reputation of the
Company. A dissociated Member will only have liability for Company obligations that were incurred
during their time as a Member. On dissociation of a Member, the Company will prepare, file, serve, and
publish all notices required by law to protect the dissociated Member from liability for future Company
obligations.

(f) Drag-Along Rights. If a Sale of the Company (defined as sale or transfer of substantially all assets of
the Company, whether through stock sale, asset sale, merger or otherwise) is approved by a Majority-in-
Interest of the Members in accordance with the procedures set forth in this Agreement (the “ Approved
Sale”), then each Member and Unit Holder, will consent to, vote in favor of, and raise no objections or
exercise any appraisal or dissenters’ rights with respect to the Approved Sale, and if the Approved Sale is
structured as a sale of Units, then each Member and Unit Holder, will agree to sell all of the Units on the
same terms and conditions as so approved. Each Member and Unit Holder, will take all actions which the
Manager deems necessary in connection with the consummation of the Approved Sale. Upon
consummation of the Approved Sale, the Company will be liquidated and Unit Holders will receive
distributions in accordance with this Agreement or if the Approved Sale is structured as a sale of Units,
then the consideration shall be allocated among the Unit Holders on the same basis as if the consideration
paid otherwise as provided for in this Agreement in case of Transfer of Interest.

(g) Assignment of Interest. A Member's financial interest in the Company can only be assigned to another
Member and cannot be assigned to a third party except with the unanimous consent of the remaining
Members.

In the event that a Member’s interest in the company is transferred or assigned as the result of a court
order or Operation of Law, the trustee in bankruptcy or other person acquiring that Member's Interests in
the Company will only acquire that Member's economic rights and interests and will not acquire any other
rights of that Member or be admitted as a Member of the Company or have the right to exercise any
management or voting interests.

(h) Non-Solicitation Covenant. In the event of termination of a Member’s ownership in the Company
and/or termination of affiliation with the Company by Member, the now former Member shall not Solicit
or induce any parties that have contractual or other business relationships with the Company to terminate
or curtail such relationships affiliation or association with the Company or otherwise purposely cause
harm to the Company’s relationships with such parties.

9. Termination.

(a) Waiver of Rights. Each Member hereby expressly waives any and all rights to dissolve,
terminate or liquidate, or to petition a court for the partition, dissolution, termination or liquidation
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of the Company, except as provided in this Section.

(b) Voluntary Termination. The Company may terminate upon: (i) the approval of all Members; (ii)
the purchase by one Member of all the membership interests in the Company; or (iii) the sale of
substantially all the assets of the Company and the distribution to the Members of all proceeds from
such sale.

(c) Events of Involuntary Dissolution. The Company will be dissolved upon the occurrence of the
following events:
(i) the death of all Members;

(ii) the filing of an involuntary petition in bankruptcy against sole

remaining Member-legal entity which is not dismissed within 120 days of such filing;

(iii) in any other case specified by applicable law.

Notwithstanding the foregoing provisions, the Company will not be dissolved in case of a dearth or
dissolution of one Member if all of the remaining Members not responsible for the occurrence of such
event, within 60 days after the date of any of such events, elect to continue the business of the Company
in a reconstituted form.

(d) Liquidation Procedures. Upon the dissolution of the Company in accordance with the
provisions of this Section, the Company will be liquidated in accordance with the following
procedures:

Winding Up. During the period of such dissolution and liquidation, the Members will conduct the
business and affairs of the Company so as to maintain and preserve the assets of the Company in a
manner consistent with the winding up of its affairs.

Form of Distributions. The Members will determine whether the liquidating distributions will be entirely in
cash or in whole or in part a distribution of the Company’s assets in kind.

Priority of Payments and Distributions. The assets of the Company will be distributed in the order of
priority as set forth below:

(A) First: the Company will pay the Company’s creditors

(other than the Members) in accordance with their respective priorities;

(B) Second: the Company will pay any Member any debt owed to
such Member. Capital Contributions are not considered debt;

(C) Third: the Company will set up any reserves which the
Members deem to be reasonably necessary for any contingent or unforeseen liabilities
or obligations of the Company arising out of or in connection with the Company; and
the amount of such reserves may be paid to a bank or trust company, as escrow agent,
to be held for the purpose of disbursing such reserves in payment of such contingencies,
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 and at the expiration of such period as the Members will deem advisable, the balance
will be distributed as provided in this Section; and

(D) Fourth: all remaining assets or proceeds will be distributed to

the Members in accordance with their Percentage Interests.

10. Confidentiality; Intellectual Property Rights.

(a) Definition. "Confidential Information" herein shall mean the following business information relating
to the Company business whether constituting a trade secret or not, and whether proprietary or not, which
the Company attempts to keep confidential: all information with respect to the Company’s marketing
concepts and theories, business plans, processes, patients charts and files and other Federally protected
personal information of patients and employees.

(b) Non-Disclosure. During the term of this Agreement and for a period of five years from the date such
Member ceases to own an interest in the Company, for any reason (and with respect to Confidential
Information deemed a trade secret, for so long as such Confidential Information remains a trade secret),
each Member (i) shall use the Confidential Information only to promote the interests of the Company,
(ii) shall maintain as confidential all Confidential Information heretofore or hereafter disclosed by the
Company, and (iii) shall not, directly or indirectly, disclose any such Confidential Information to any
person other than those employees and agents of the Company whose duties justify the need to know
such Confidential Information.

(c) Return of Confidential Information. Upon a Member ceasing to own an interest in the Company, and
upon request by the Company, such Member shall return to the Company all materials containing
Confidential Information furnished to the Member, together with all copies of any Confidential
Information thereof made by the Member.

11. Managing Company Finances.

(a) Records. The Company will at all times maintain accurate records of the following:
i. Information regarding the status of the business and the financial condition of the
Company.
ii. A copy of the Company federal, state, and local income taxes for each year, promptly after
becoming available.
iii. Name and last known business, residential, or mailing address of each Member and
Manager, as well as the date that person became a Member or Manager.
iv. A copy of this Agreement and any articles or certificate of formation, as well as all
amendments, together with any executed copies of any written powers of attorney pursuant
to which this Agreement, articles or certificate, and any amendments have been executed.
v. The cash, property, and services contributed to the Company by each Member, along with
a description and value, and any contributions that have been agreed to be made in the
future.
vi. Each Member has the right to demand, within a reasonable period of time, a copy of any of
the above documents for any purpose reasonably related to their interest as a Member of
the Company, at their expense.
vii. Each Manager has the right to examine the above documents for any purpose reasonably
12
 related to their position as Manager of the Company.

(b) Books of Account. Accurate and complete books of account of the transactions of the Company will
be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable
times will be available and open to inspection and examination by any Member. The books and
records of the Company will reflect all the Company’s transactions and will be appropriate and
adequate for the business conducted by the Company.

(c) Banking and Company Funds. The funds of the Company will be placed in such investments and
banking accounts as will be designated by the Members. All withdrawals from these accounts will be
made by the duly authorized agent or agents of the Company as appointed by unanimous consent of
the Members. Company funds will be held in the name of the Company and will not be co-mingled
with those of any other person or entity.

(d) Audit. Any of the Members will have the right to request an audit of the Company books. The cost
of the audit will be borne by the Company. The audit will be performed by an accounting firm
acceptable to all the Members. Not more than one (1) audit will be required by any or all of the
Members for any fiscal year.

(e) Fiscal Year End. The fiscal year end of the Company is the 31st day of December.

(f) Tax Treatment. This Company is intended to be treated as a partnership, for the purposes of Federal
and State Income Tax.

(g) Annual Report. As soon as practicable after the close of each fiscal year, the Company will furnish
to each Member an annual report showing a full and complete account of the condition of the
Company including all information as will be necessary for the preparation of each Member's
income or other tax returns. This report will consist of at least:
a. A copy of the Company's federal income tax returns for that fiscal year.
b. Income statement.
c. Balance sheet.
d. Cash flow statement.

12. Miscellaneous.

(a) Assignment; Binding Nature. No rights under this Agreement may be assigned except to a person
who becomes a Member in accordance with this Agreement. This Agreement is binding upon the parties
and their respective permitted transferees, legal representatives, heirs, devisees, legatees or other
successors and assigns and inures to the benefit of the parties and their respective permitted legal
representatives, heirs, devisees, legatees or other permitted successors and assigns.

(b) Notices. Except as provided in Notice provision – Members’ Meetings, each notice, communication
and delivery under this Agreement: (a) will be made in writing signed by the party making it; (b) will
specify the Section to which it relates; (c) will be delivered (i) in person, (ii) by nationally recognized
next business day delivery service and being timely delivered to such courier for, next business day
delivery, or (iii) by fax and with a confirming copy sent by a nationally recognized next business day
delivery service and being timely delivered to such courier for, next business day delivery; (d) unless
given in person, will be given to the address specified below; and (e) will be deemed given (i) if delivered
13
in person, on the date delivered, (ii) if sent by nationally recognized next business day delivery service
and being timely delivered to such courier for, next business day delivery, on the first business day after
so sent, or (iii) if sent by fax with a copy sent by a nationally recognized business day delivery service
and being timely delivered to such courier for, next business day delivery, on the first business day after
so sent. The party giving the notice will pay all delivery costs.

Such notice will be given to such other representatives or at such other addresses as a party may furnish
to the other parties pursuant to the foregoing. If notice is given pursuant to this Section of a permitted
successor or assign of a party, then notice will thereafter be given as set forth above also to such
successor or assign of such party.

(c) Governing Law. This Agreement is governed by, and will be construed and enforced in accordance
with, the laws of the [STATE OF INCORPORATION] except the laws of that state that would render
such choice of law ineffective.

(d) Goodwill. The goodwill of the Company will be assessed at an amount to be determined by
appraisal using generally accepted accounting principles (GAAP).

(e) Dispute Resolution. In the event of a dispute arising out of or in connection with this Agreement,
the Members will attempt to resolve the dispute through friendly consultation. If the dispute is not
resolved within a reasonable period then any or all outstanding issues may be submitted to mediation
in accordance with the ICADR Rules of Mediation. If mediation is unavailable or is not successful in
resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration as
per the ICADR Rules of Arbitration before a sole arbitrator. The seat of arbitration shall be in [ STATE
OF INCORPORATION]. The arbitrator's award will be final, and judgment may be entered upon it by
any court having jurisdiction within [STATE OF INCORPORATION].

(f) Force Majeure. A Member will be free of liability to the Company where the Member is prevented
from executing their obligations under this Agreement in whole or in part due to force majeure, such as
earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the
Member has communicated the circumstance of the event to any and all other Members and where the
Member has taken any and all appropriate action to satisfy his duties and obligations to the Company
and to mitigate the effects of the event.

(g) Forbidden Acts.

1. No Member may do any act in contravention of this Agreement.

2. No Member may permit, intentionally or unintentionally, the assignment of express, implied or
apparent authority to a third party that is not a Member of the Company.
3. No Member may do any act that would make it impossible to carry on the ordinary business of the
Company.
4. No Member will have the right or authority to bind or obligate the Company to any extent with
regard to any matter outside the intended purpose of the Company.
5. No Member may confess a judgment against the Company.
6. Any violation of the above forbidden acts will be deemed an Involuntary Withdrawal and may be
treated accordingly by the remaining Members.

14
(h) Indemnification. All Members will be indemnified and held harmless by the Company from and
against any and all claims of any nature, whatsoever, arising out of a Member's participation in
Company affairs, provided such Member is acting in good faith. A Member will not be entitled to
indemnification under this section for liability arising out of gross negligence or willful misconduct of
the Member or the breach by the Member of any provisions of this Agreement.

(i) Liability. A Member will not be liable to the Company or to any other Member for any mistake or
error in judgment or for any act or omission believed in good faith to be within the scope of authority
conferred or implied by this Agreement or the Company. The Member or employee will be liable only
for any and all acts and omissions involving intentional wrongdoing.

(j) Liability Insurance. The Company may acquire insurance on behalf of any Member, employee,
agent or other person engaged in the business interest of the Company against any liability asserted
against them or incurred by them while acting in good faith on behalf of the Company.

(k) Life Insurance. The Company will have the right to acquire life insurance on the lives of any or all
of the Members, whenever it is deemed necessary by the Company. Each Member will cooperate fully
with the Company in obtaining any such policies of life insurance.

(l) Amendment of this Agreement. No amendment or modification of this Agreement will be valid or
effective unless in writing and signed by all Members.

(m) Title to Company Property. Title to all Company property will remain in the name of the
Company. No Member or group of Members will have any ownership interest in Company property in
whole or in part.

(n) Time is of Essence. Time is of the essence in this Agreement.

(o) Counterparts. This Agreement may be executed in several counterparts.

(p) Headings. Headings are inserted for the convenience of the Members only and are not to be
considered when interpreting this Agreement. Words in the singular mean and include the plural and
vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in a
neutral gender include the masculine gender and the feminine gender and vice versa.

(q) Severability. If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such
provision be reduced in scope by the court only to the extent deemed necessary by that court to render
the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in
no way be affected, impaired or invalidated as a result.

(r) Entire Agreement. This Agreement contains the entire agreement between the Members. All
negotiations and understandings have been included in this Agreement. Statements or representations
that may have been made by any Member during the negotiation stages of this Agreement, may in
some way be inconsistent with this final written Agreement. All such statements have no force or
effect in respect to this Agreement. Only the written terms of this Agreement will bind the Members.

15
(s) Successors and Assigns. This Agreement and the terms and conditions contained in this Agreement
apply to and are binding upon each Member's successors, assigns, executors, administrators,
beneficiaries, and representatives.

(t) Cumulative Remedies. All of the rights, remedies and benefits provided by this Agreement will be
cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF, the parties have executed this Operating Agreement of [NAME OF THE
COMPANY] as of the date set forth herein above.

Members:

________________________________

_________________________________

_________________________________

16
 EXHIBIT A

S.No Name, address, phone No. of membership Capital Percentage

number and email of the units issued contribution interest (%)
owner (In USD$)
1.
2.
3.
4.
TOTAL 100%

17
 EXHIBIT B

List of Managers of the Company

S.No Name, address, phone number and email of the Manager

1.
2.

18