LIMITED LIABILITY COMPANY OPERATING AGREEMENT _______________________, LLC 
A MemberManaged Limited Liability Company 
OPERATING AGREEMENT 
THIS OPERATING AGREEMENT is made and entered into effective __________________,  20_____, by and among:  
__________________________________________________________________________ _________________________________________________________________________  [list the full legal names of the LLC members] (collectively referred to in this agreement as the "Members"). 
SECTION 1 
THE LIMITED LIABILITY COMPANY 
1.1 Formation. Effective __________________, 20_____, the Members form a limited  liability company under the name _______________________________________,  L.L.C. (the "Company") on the terms and conditions in this Operating Agreement (the  "Agreement") and pursuant to the Limited Liability Company Act of the State of  Oklahoma (the "Act"). The Members agree to file with the appropriate agency within the State of Oklahoma charged with processing and maintaining such records all  documentation required for the formation of the Company. The rights and obligations of  the parties are as provided in the Act except as otherwise expressly provided in this  Agreement. 
1.2 Name. The business of the Company will be conducted under the name  _______________________________________, L.L.C., or such other name upon  which the Members may unanimously may agree. 
1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the State of Oklahoma. 1.4 Office. The Company will maintain its principal business office within the State of  Oklahoma at the following address:  
_____________________________________________________________________. 1.5 Registered Agent. ____________________________________________ is the  Company's initial registered agent in the State of Oklahoma, and the registered office is  _____________________________________________________________________. 1.6 Term. The term of the Company commences on _____________________ [date] and  shall continue perpetually unless sooner terminated as provided in this Agreement. 1.7 Names and Addresses of Members. The Members' names and addresses are attached  as Schedule 1 to this Agreement. 
1.8 Admission of Additional Members. Except as otherwise expressly provided in this  Agreement, no additional members may be admitted to the Company through issuance by  the company of a new interest in the Company without the prior unanimous written consent of the Members. 
SECTION 2 
CAPITAL CONTRIBUTIONS 
2.1 Initial Contributions. The Members initially shall contribute to the Company capital as  described in Schedule 2 attached to this Agreement. 
2.2 Additional Contributions. No Member shall be obligated to make any additional  contribution to the Company's capital without the prior unanimous written consent of the  Members.  
2.3 No Interest on Capital Contributions. Members are not entitled to interest or other  compensation for or on account of their capital contributions to the Company except to the  extent, if any, expressly provided in this Agreement. 
SECTION 3 
ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS 3.1 Profits/Losses. For financial accounting and tax purposes, the Company's net profits or  net losses shall be determined on an annual basis and shall be allocated to the Members in  proportion to each Member's relative capital interest in the Company as set forth in Schedule  2 as amended from time to time in accordance with U.S. Department of the Treasury  Regulation 1.704-1. 
3.2 Distributions. The Members shall determine and distribute available funds annually or at  more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the  net cash of the Company available after appropriate provision for expenses and liabilities, as  determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances  
pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent  a Member shall have a negative capital account balance, there shall be a qualified income  offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d). 
3.3 No Right to Demand Return of Capital. No Member has any right to any return of capital  or other distribution except as expressly provided in this Agreement. No Member has  any drawing account in the Company. 
SECTION 4 
INDEMNIFICATION 
The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful SECTION 5 
POWERS AND DUTIES OF MANAGERS 
5.1 Management of Company. 
5.1.1 The Members, within the authority granted by the Act and the terms of this  Agreement shall have the complete power and authority to manage and operate the  Company and make all decisions affecting its business and affairs. 
5.1.2 Except as otherwise provided in this Agreement, all decisions and documents  relating to the management and operation of the Company shall be made and executed by a  Majority in Interest of the Members. 
5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the  business and affairs of the Company. 
5.2 Decisions by Members. Whenever in this Agreement reference is made to the decision,  consent, approval, judgment, or action of the Members, unless otherwise expressly  provided in this Agreement, such decision, consent, approval, judgment, or action shall  mean a Majority of the Members. 
5.3 Withdrawal by a Member. A Member has no power to withdraw from the Company,  except as otherwise provided in Section 8. 
SECTION 6 
SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES 6.1 Organization Expenses. All expenses incurred in connection with organization of the  Company will be paid by the Company. 
6.2 Salary. No salary will be paid to a Member for the performance of his or her duties under  this Agreement unless the salary has been approved in writing by a Majority of the Members. 6.3 Legal and Accounting Services. The Company may obtain legal and accounting services  to the extent reasonably necessary for the conduct of the Company's business.  SECTION 7 
BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS,  FISCAL YEAR, BANKING 
7.1 Method of Accounting. The Company will use the method of accounting previously  determined by the Members for financial reporting and tax purposes. 
7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company is the  calendar year. 
7.3 Capital Accounts. The Company will maintain a Capital Account for each Member on a  cumulative basis in accordance with federal income tax accounting principles. 7.4 Banking. All funds of the Company will be deposited in a separate bank account or in an  account or accounts of a savings and loan association in the name of the Company as  determined by a Majority of the Members. Company funds will be invested or deposited  with an institution, the accounts or deposits of which are insured or guaranteed by an  agency of the United States government.
SECTION 8 
TRANSFER OF MEMBERSHIP INTEREST 
8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement, no  Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company without the  prior written consent of a majority of the other nontransferring Members determined on a per capita basis. 
8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all or any  part of the Member's interest in the Company (the "Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written  notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). 
8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire  all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among  themselves on the allocation of the Interest among them, the allocation will be  proportional to the Ownership Interests of those Members desiring to acquire the  Interest. 
8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided,  however, that the closing will not be less than 45 days after expiration of the 30day  notice period. 
8.2.4 If the other Members fail or refuse to notify the transferring Member of their  desire to acquire all of the Interest proposed to be transferred within the 30day period  following receipt of the Notice, then the Members will be deemed to have waived their  right to acquire the Interest on the terms described in the Offer, and the transferring  Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the  contrary, should the sale to a third person be at a price or on terms that are more  favorable to the purchaser than stated in the Offer, then the transferring Member must  reoffer the sale of the Interest to the remaining Members at that other price or other  terms; provided, further, that if the sale to a third person is not closed within six months after the expiration of the 30day period describe above, then the provisions of Section  8.2 will again apply to the Interest proposed to be sold or conveyed. 
8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole  remaining Member be entitled to and elect to acquire all the Interests of the other  Members of the Company in accordance with the provisions of Section 8.2, the  acquiring Member may assign the right to acquire the Interests to a spouse, lineal 
descendent, or an affiliated entity if the assignment is reasonably believed to be  necessary to continue the existence of the Company as a limited liability company. 8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully substituted  Member is not permitted unless and until: 
(1) The transferor and assignee execute and deliver to the Company the documents  and instruments of conveyance necessary or appropriate in the opinion of counsel to  the Company to effect the transfer and to confirm the agreement of the permitted  assignee to be bound by the provisions of this Agreement; and 
(2) The transferor furnishes to the Company an opinion of counsel, satisfactory to the  Company, that the transfer will not cause the Company to terminate for federal income  tax purposes or that any termination is not adverse to the Company or the other  Members. 
8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicated  incompetence, or bankruptcy of a Member, unless the Company exercises its rights  under Section 8.5, the successor in interest to the Member (whether an estate,  bankruptcy trustee, or otherwise) will receive only the economic right to receive  distributions whenever made by the Company and the Member's allocable share of  taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and  until a majority of the other Members determined on a per capita basis admit the  transferee as a fully substituted Member in accordance with the provisions of Section  8.3. 
8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any  right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or  financial condition. Following any transfer of only the Economic Rights of a Member's  Interest in the Company, the transferring Member's power and right to vote or consent  to any matter submitted to the Members will be eliminated, and the Ownership  Interests of the remaining Members, for purposes only of such votes, consents, and  participation in management, will be proportionately increased until such time, if any,  as the transferee of the Economic Rights becomes a fully substituted Member. 
8.5 Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Members  covenant and agree that on the death of any Member, the Company, at its option, by  providing written notice to the estate of the deceased Member within 180 days of the  death of the Member, may purchase, acquire, and redeem the Interest of the deceased  Member in the Company pursuant to the provision of Section 8.5. 
8.5.1 The value of each Member's Interest in the Company will be determined on the  date this Agreement is signed, and the value will be endorsed on Schedule 3 attached  and made a part of this Agreement. The value of each Member's Interest will be  redetermined unanimously by the Members annually, unless the Members  unanimously decide to redetermine those values more frequently. The Members will  use their best efforts to endorse those values on Schedule 3. The purchase price for a  decedent Member's interest conclusively is the value last determined before the death  of such Member; provided, however, that if the latest valuation is more than two years  before the death of the deceased Member, the provisions of Section 8.5.2 will apply in  determining the value of the Member's Interest in the Company. 
8.5.2 If the Members have failed to value the deceased Member's Interest within the  prior twoyear period, the value of each Member's Interest in the Company on the date  of death, in the first instance, will be determined by mutual agreement of the surviving  Members and the personal representative of the estate of the deceased Member. If the 
parties cannot reach an agreement on the value within 30 days after the appointment  of the personal representative of the deceased Member, then the surviving Members  and the personal representative each must select a qualified appraiser within the next  succeeding 30 days. The appraisers so selected must attempt to determine the value  of the Company Interest owned by the decedent at the time of death based solely on  
their appraisal of the total value of the Company's assets and the amount the decedent would have received had the assets of the Company been sold at that time for an  amount equal to their fair market value and the proceeds (after payment of all  Company obligations) were distributed in the manner contemplated in Section 8. The  appraisal may not consider and discount for the sale of a minority Interest in the  Company. In the event the appraisers cannot agree on the value within 30 days after  being selected, the two appraisers must, within 30 days, select a third appraiser. The  value of the Interest of the decedent in the Company and the purchase price of it will  be the average of the two appraisals nearest in amount to one another. That amount  will be final and binding on all parties and their respective successors, assigns, and  representatives. The costs and expenses of the third appraiser and any costs and  expenses of the appraiser retained but not paid for by the estate of the deceased  Member will be offset against the purchase price paid for the deceased Member's  Interest in the Company. 
8.5.3 Closing of the sale of the deceased Member's Interest in the Company will be  held at the office of the Company on a date designated by the Company, not be later  than 90 days after agreement with the personal representative of the deceased  Member's estate on the fair market value of the deceased Member's Interest in the  Company; provided, however, that if the purchase price are determined by appraisals  as set forth in Section 8.5.2, the closing will be 30 days after the final appraisal and  purchase price are determined. If no personal representative has been appointed  within 60 days after the deceased Member's death, the surviving Members have the  right to apply for and have a personal representative appointed. 
8.5.4 At closing, the Company will pay the purchase price for the deceased Member's  Interest in the Company. If the purchase price is less than $1,000.00, the purchase  price will be paid in cash; if the purchase price is $1,000.00 or more, the purchase price will be paid as follows: 
(1) $1,000.00 in cash, bank cashier's check, or certified funds; 
(2) The balance of the purchase price by the Company executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by primary banking institution utilized by the Company, its successors and  assigns, at the time of the deceased Member's death. Interest will be payable  monthly, with the principal sum being due and payable in three equal annual  installments. The promissory note will be unsecured and will contain provisions 
that the principal sum may be paid in whole or in part at any time, without  penalty. 
8.5.5 At the closing, the deceased Member's estate or personal representative must  assign to the Company all of the deceased Member's Interest in the Company free and clear of all liens, claims, and encumbrances, and, at the request of the Company, the  estate or personal representative must execute all other instruments as may  reasonably be necessary to vest in the Company all of the deceased Member's right,  title, and interest in the Company and its assets. If either the Company or the  deceased Member's estate or personal representative fails or refuses to execute any  instrument required by this Agreement, the other party is hereby granted the  irrevocable power of attorney which, it is agreed, is coupled with an interest, to  execute and deliver on behalf of the failing or refusing party all instruments required to  be executed and delivered by the failing or refusing party. 
8.5.6 On completion of the purchase of the deceased Member's Interest in the  Company, the Ownership Interests of the remaining Members will increase  proportionately to their thenexisting Ownership Interests. 
SECTION 9 
DISSOLUTION AND WINDING UP OF THE COMPANY 
9.1 Dissolution. The Company will be dissolved on the happening of any of the following  events: 
9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of the  Company; 
9.1.2 The agreement of all of the Members; 
9.1.3 By operation of law; or 
9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or the  occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members  required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company. 
9.2 Winding Up. On the dissolution of the Company (if the Company is not continued), the  Members must take full account of the Company's assets and liabilities, and the assets 
will be liquidated as promptly as is consistent with obtaining their fair value, and the  proceeds, to the extent sufficient to pay the Company's obligations with respect to the  liquidation, will be applied and distributed, after any gain or loss realized in connection  with the liquidation has been allocated in accordance with Section 3 of this Agreement,  and the Members' Capital Accounts have been adjusted to reflect the allocation and all  other transactions through the date of the distribution, in the following order: 
9.2.1 To payment and discharge of the expenses of liquidation and of all the  Company's debts and liabilities to persons or organizations other than Members; 9.2.2 To the payment and discharge of any Company debts and liabilities owed to  Members; and 
9.2.3 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution; provided, however, that any thenoutstanding Default  Advances (with interest and costs of collection) first must be repaid from distributions  otherwise allocable to the Defaulting Member pursuant to Section 9.2.3. 
SECTION 10 
GENERAL PROVISIONS 
10.1 Amendments. Amendments to this Agreement may be proposed by any Member. A  proposed amendment will be adopted and become effective as an amendment only on the  written approval of all of the Members. 
10.2 Governing Law. This Agreement and the rights and obligations of the parties under it  are governed by and interpreted in accordance with the laws of the State of Oklahoma  (without regard to principles of conflicts of law).  
10.3 Entire Agreement; Modification. This Agreement constitutes the entire understanding  and agreement between the Members with respect to the subject matter of this Agreement.  No agreements, understandings, restrictions, representations, or warranties exist between or  among the members other than those in this Agreement or referred to or provided for in this  Agreement. No modification or amendment of any provision of this Agreement will be binding  on any Member unless in writing and signed by all the Members.  
10.4 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of  this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or  arbitration, and in any appeals. The determination of who is the prevailing party and the  amount of reasonable attorney fees to be paid to the prevailing party will be decided by the  court or courts, including any appellate courts, in which the matter is tried, heard, or decided.  
10.5 Further Effect. The parties agree to execute other documents reasonably necessary to  further effect and evidence the terms of this Agreement, as long as the terms and provisions  of the other documents are fully consistent with the terms of this Agreement.
10.6 Severability. If any term or provision of this Agreement is held to be void or  unenforceable, that term or provision will be severed from this Agreement, the balance of the  Agreement will survive, and the balance of this Agreement will be reasonably construed to  carry out the intent of the parties as evidenced by the terms of this Agreement. 10.7 Captions. The captions used in this Agreement are for the convenience of the parties  only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this  Agreement. 
10.8 Notices. All notices required to be given by this Agreement will be in writing and will be  effective when actually delivered or, if mailed, when deposited as certified mail, postage  prepaid, directed to the addresses first shown above for each Member or to such other  address as a Member may specify by notice given in conformance with these provisions  to the other Members. 
IN WITNESS WHEREOF, the parties to this Agreement execute this Operating Agreement  as of the date and year first above written. 
MEMBERS: 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
Listing of Members - Schedule 1 
LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
FOR _______________________________, L.L.C. 
LISTING OF MEMBERS 
As of the _____ day of _________________, 20_____, the following is a list of Members of  the Company: 
NAME: ADDRESS:
_______________________________ __________________________________  __________________________________ 
 __________________________________ 
_______________________________ __________________________________  __________________________________ 
 __________________________________ 
_______________________________ __________________________________  __________________________________ 
 __________________________________ 
_______________________________ __________________________________  __________________________________ 
 __________________________________ 
Authorized by Member(s) to provide Member Listing as of this _____ day of  _________________, 20_____. 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
Listing of Capital Contributions - Schedule 2
LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR _______________________________, L.L.C. 
CAPITAL CONTRIBUTIONS 
 Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $________________. The description and each individual portion of this initial contribution is as follows: 
NAME: CONTRIBUTION: % OWNERSHIP: ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% ___________________________ $______________ ____________% 
SIGNED AND AGREED this_____ day of _________________, 20_____. __________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature
Listing of Valuation of Members Interest - Schedule 3 
LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
FOR _______________________________, L.L.C. 
VALUATION OF MEMBERS INTEREST 
Pursuant to ARTICLE 8, the value of each Member's interest in the Company is endorsed as  follows: 
NAME: VALUATION ENDORSEMENT ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ ___________________________ $______________ ____________________ 
SIGNED AND AGREED this _____ day of _________________, 20_____. __________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature 
__________________________________ __________________________________  Printed/Typed Name Signature