SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 OPERATING AGREEMENT OF [COMPANY NAME] LLC A COLORADO LIMITED LIABILITY COMPANY This Operating Agreement of [Company Name] LLC, a Colorado limited liability company (the “Company”), is made as of [Today’s Date] by and between the Company and [Member’s Name] (the “Member”). ARTICLE I. FORMATION Articles of Organization (the “Articles”) were filed by or on behalf of the Company in the office of the Colorado Secretary of State on [Date on Articles] (entity ID number [ID # on Articles]). ARTICLE II. PURPOSES AND POWERS 2.1 PURPOSES. The purpose of the Company is to conduct any lawful business. 2.2 POWERS. In the furtherance of the foregoing purposes, the Company will be entitled to exercise any and all powers granted to limited liability companies under applicable law or otherwise, by and through the Manager acting in the name of and on behalf of the Company, subject to the provisions of this Agreement. 2.3 DURATION. The Company shall continue in perpetuity until it is otherwise dissolved, liquidated, and/or terminated pursuant to this agreement or applicable law. ARTICLE III. OFFICES 3.1 PRINCIPAL OFFICE. The principal business of the Company shall initially be located at [Principal Office Address], but the Company may maintain offices wherever the Company may require. 3.2 REGISTERED AGENT AND OFFICE. The Company shall maintain a registered agent with offices located in the State of Colorado. The initial registered agent is [Registered Agent Name (must match Articles of Organization or Periodic Report)]. The initial registered office is located at [Registeded Agent Address (Must Be a Physical Address in Colorado and match OPERATING AGREEMENT PAGE || 1 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 Articles of Orgnization)]. The Company may change the registered agent and/or office at any time by a filing a statement with the Secretary of State of Colorado. ARTICLE IV. MEMBERS 4.1 SOLE MEMBER. [Member Name] is the only Member of the Company. 4.2 CAPITAL CONTRIBUTIONS. The Member may contribute capital or other assets to the Company as the Member and Company may agree. No person shall have the right to enforce any obligation of the Member to contribute capital to the Company. 4.3 MEMBER MEETINGS. Meetings of the Member may be held at such place as may be determined by the Member. There is no requirement that the Member hold any meetings at all. 4.4 ACTION WITHOUT MEETING. Action required or permitted to be taken by a Member may be taken without a meeting, but should be evidenced by a signed and dated writing. 4.5 TRANSFER OF MEMBERSHIP INTEREST. The Member’s interest in the Company is transferable both voluntarily and by operation of law, but such transfer may only be accomplished in accordance with applicable laws, including state and federal securities laws. The Member may transfer all or a portion of the Member’s interest. ARTICLE V. TAX MATTERS PARTNER 5.1 INITIAL APPOINTMENT. [Member Name] is hereby designated to serve as the Tax Matters Partner (“TMP”), and by his signature hereto, hereby accepts and consents to his appointment as TMP. 5.2 TENURE. The term for which the TMP shall serve shall be in perpetuity, unless removed by the Manager pursuant to this agreement. Additionally, the death, disability, incompetence, or resignation of the TMP shall terminate the tenure of the TMP. 5.3 RESIGNATION. The TMP may resign such position at any time. 5.4 SUBSEQUENT REPLACEMENT AND VACANCY. At his sole discretion, the Manager shall have the power to remove TMP at will and shall have the power to appoint a new TMP to fill a vacancy. 5.5 TMP’S RIGHTS. The TMP’s name will be reported as the TMP on the LLC’s Form 1065, the partnership information return. The TMP shall be the person who will be the IRS’s contact. The TMP shall be authorized but not required to defend an audit of the LLC, choose where any litigation regarding the LLC’s taxes will take place, extend the statute of limitations for the IRS’s OPERATING AGREEMENT PAGE || 2 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 review of the LLC’s tax returns, file for a refund on behalf of all of the LLC’s members, and settle any adjustments with the IRS on behalf of all of the members. ARTICLE VI. DISTRIBUTIONS A Manager may, from time to time, cause the Company to make distributions to the Member in amounts determined by the sole discretion of the Manager. ARTICLE VII. MANAGEMENT 7.1 MANAGEMENT. The business and affairs of the Company will be managed by its Manager. The Manager will direct, manage, and control the business of the Company to the best of their ability. Except for situations in which the approval of the Members is expressly required by this Operating Agreement or by non-waivable provisions of applicable law, the Managers will independently have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The Manager will hold office indefinitely, until they resign and their successors have been elected and qualified, or until they are removed or replaced subject to this agreement. 7.2 INITIAL MANAGER. [Member Name] is hereby designated to serve as the initial Manager of the Company, and by their signature hereto, they hereby accept and consent to this appointment as Manager. 7.3 VACANCIES. Any vacancy in the position of Manager of the Company occurring for any will be filled by appointment by the Member. 7.4 SUBSEQUENT APPOINTMENT, ETC. The Member shall have the power to remove a Manager at will, with or without cause, and shall have the power to appoint another Manager. 7.5 DUTIES OF MANAGER. All Managers will perform their duties as Manager in good faith, in a manner they reasonably believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A person who so performs his/her duties will not have any liability by reason of being or having been a Manager of the Company. Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for apparently carrying on in the usual way the business of the Company, binds the Company unless the Manager so acting otherwise lacks the authority to act for the Company and the person with whom the Manager is dealing has knowledge of the fact that he/she has no such authority. OPERATING AGREEMENT PAGE || 3 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 7.6 BUSINESS TRANSACTIONS WITH THE COMPANY. A Member or Manager may lend money to, act as surety for, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a Member or Manager, except that this Section will not be construed to relieve a Manager from any of his/her other duties. 7.7 COMPENSATION. Except as otherwise approved by the Member, the Manager shall serve without compensation from the Company. 7.8 INDEMNIFICATION. The Company will indemnify any Manager acting in good-faith and pursuant to this operating agreement and make advances for expenses to the maximum extent permitted under applicable law. 7.9 RESIGNATION. A Manager may resign such position at any time. 7.10 ELIMINATION OF FIDUCIARY DUTIES. The Manager shall have no fiduciary duties to the Company or to the Member other than the contractual obligation of good faith and fair dealing. The Manager may compete with the business of the Company and the Member. 7.11 DELEGATION OF POWER. The Manager may delegate such powers belonging to the Manager to other persons as is appropriate or necessary. ARTICLE VIII ADMINISTRATION 8.1 BOOKS AND RECORDS. The Manager shall keep or cause to be kept a. true and complete information regarding the status of the business and financial condition of the Company; b. a copy of this Agreement and the Articles of Organization and all amendments thereto; c. copies of the Company's tax returns and reports, if any; and (d) any other information regarding the affairs of the Company as may be determined to be necessary by the Manager. 8.2 FINANCIAL STATEMENTS. The Manager shall prepare or cause to be prepared financial statements as may be necessary for the purposes of the Company or the Member. 8.3 BANK ACCOUNTS. The Manager shall arrange for the Company to maintain bank accounts in such banks or institutions as the Manager from time to time shall select, and such accounts shall be drawn upon by checks signed by such person or persons, and in such manner, as may be designated by the Manager, subject to any restrictions or conditions established by the Manager or the Member. All monies of the Company shall be deposited in the bank account or accounts of the Company, and shall not be commingled with monies of the Member. 8.4 FISCAL YEAR. The fiscal year of the Company shall be the calendar year, or as otherwise determined by the Member or Manager. OPERATING AGREEMENT PAGE || 4 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 ARTICLE IX DISSOLUTION 9.1 EVENTS OF DISSOLUTION. The Company shall be dissolved and its affairs wound up pursuant to this Agreement upon the first to occur of the following events (“Events of Dissolution”): a. the written consent of the Member to dissolution; b. the sale or other disposition of substantially all of the assets of the Company (excluding a mortgage, pledge or encumbrance of such assets); c. the entry of a decree of judicial dissolution under the Colorado Act; or d. there being no Members unless, within 91 days after the termination of the membership of the last Member, the Assignees holding at least a Majority Interest in the Company have admitted at least one person as a Member. No other event shall constitute an Event of Dissolution. 9.2 LIQUIDATION. Upon the occurrence of an Event of Dissolution, the Company’s affairs shall be wound up by the Manager, or by such other person or persons required by law to wind up the Company’s affairs. 9.2.1 The assets and properties of the Company shall be disposed of, and receivables collected, all in an orderly and businesslike manner. 9.2.2 The assets of the Company, including the proceeds of liquidation, shall be applied and distributed in the following order of priority: a. to creditors, including the Member if a creditor, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member pursuant to this Agreement; and b. to the Member. 9.3 PROVISIONS FOR CONTINGENCIES. The Company shall make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the Company and all claims and obligations which are known to the Company but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available. Any liquidating trustee (including the Manager acting as liquidating trustee) winding up the Company’s affairs who has complied with this Agreement shall not be personally liable to the claimants of the dissolved Company by reason of such person’s actions in winding up the Company. 9.4 TERMINATION. Upon completion of the winding up of the Company, the Manager or such other person or persons required by law to wind up the Company’s affairs shall file articles of dissolution with the Colorado Secretary of State and take such other actions as may be necessary OPERATING AGREEMENT PAGE || 5 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 to terminate the Company. ARTICLE X INCAPACITATION OF MEMBER 10.1 NO DISSOLUTION. Neither the death, incompetency, or bankruptcy of the Member will cause the dissolution of the Company. If the Company has no Members because of the death, incompetency, bankruptcy, or withdrawal of the sole Member, the legal representative or successor of the Member may exercise all of the powers of an assignee or transferee of a Member, and if there are no Members, may (by vote of a Majority of the outstanding interests) admit one or more Assignees as Members. 10.2 DEATH. The Member may dispose of his/her interest in the Company by will or the laws of descent and distribution. The Member’s estate shall be immediately substituted as the sole Member of the Company upon the Member’s death. The personal representative named by will or appointed by court will have all authority to act on behalf of the Member’s estate. 10.3 MEMBER DESIGNATION. A Member may transfer his or her Membership Interest by will, by laws of descent and distribution, and inter vivos, in each case to the Member’s descendants at law (whether naturally-born, adopted or step-children). A Member may designate, in writing, one or more descendants-at-law to receive such Member’s interest in the Company upon such Member’s death. The written designation shall be fully revocable by the Member and may be changed by subsequent writings from time-to-time, in the sole discretion of the Member. Any person so designated shall be subject to all the terms of this Agreement and shall receive the Member’s interest in the Company subject to any purchase option, any buy-sell agreement, or any other agreement potentially affecting such interest. Such person shall be admitted as a Member automatically upon the person accepting this Agreement in writing, without any further action of the Manager. 10.4 INCOMPETENCY. If the Member is adjudged incompetent by any court with jurisdiction over the matter, which judgment is not being appealed, the Member shall retain his/her interest in the Company, but the court-appointed guardian, custodian, or trustee will have all authority to act on behalf of the Member. 10.5 BANKRUPTCY. If the Member files a petition under the United States Bankruptcy Code, if creditors file a petition against such Member which the Member chooses not to contest in accordance with the Bankruptcy Code (or if contested, the court finds for the creditors), or if a receiver is appointed for the Member’s assets, the Member shall retain his/her interest in the Company, but the trustee or receiver appointed by the court will have all authority to act on behalf of the Member. ARTICLE XI MISCELLANEOUS OPERATING AGREEMENT PAGE || 6 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 11.1 MODIFICATIONS. No change, modification, waiver or amendment to this Agreement shall be valid unless the same is in writing and signed by the Member and the Company. 11.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties, their heirs, legal representatives, successors and assigns. No Member may assign any of his rights arising hereunder to any other party, whether or not a Member, other than an assignment accompanying a transfer of Membership interest which is permitted by this Agreement or as otherwise permitted by this Agreement. 11.3 NOTICES. Any notice required or permitted hereunder shall be deemed to have been validly given, if in writing and delivered personally or by certified mail: 11.4 SEVERABILITY. Should any one or more of the provisions hereof be determined to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby. To the extent that a court determines that any provision herein is unreasonable in light of the circumstances, the court shall revise such provision in a manner that the court determines to be reasonable and to most clearly implement the intention of this Agreement. 11.5 CAPTIONS. The captions and section headings included within this Agreement are for convenience only, and are not to be referenced in interpreting this Agreement. 11.6 GENDER. When used herein, pronouns refer to both the masculine and feminine, and without regards to the singularity or plurality; a singular term contained herein may be used as bother singular and plural. 11.7 APPLICABLE LAW. It is the intention of the parties that the laws of the State of Colorado should govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. Any dispute regarding the interpretation of, or the performance of obligations under, this Agreement shall be resolved under Colorado law without regard to conflict of law provisions with Colorado courts having sole jurisdiction thereof. 11.8 AUTHORITY. Each person executing this Agreement represents and warrants to each other Party that such person is executing this Agreement with all necessary authority. THE MEMBER HEREBY AFFIXES THEIR SIGNATURES BELOW, INTENDING TO BE BOUND BY THE TERMS OF THIS OPERATING AGREEMENT AND APPENDICES ATTACHED HERETO, INCLUDING ANY SUBSEQUENT AMENDMENTS ADOPTED PURSUANT TO THE TERMS OF THIS AGREEMENT. __________________________________ OPERATING AGREEMENT _____________________ PAGE || 7 SINGLE MEMBER LLC (MANAGER MANAGED) OPERATING AGREEMENT FORM THIS FORM IS NOT INTENDED AS LEGAL ADVICE, BUT FOR ILLUSTRATIVE PURPOSES ONLY. CONTACT YOUR ATTORNEY FOR ANY LEGAL QUESTIONS. WEST VENTURE LAW: [email protected] || 303.408.4862 [Member Name], as Member Date __________________________________ [Company Name], LLC by [Member/Manager Name], as Manager OPERATING AGREEMENT _____________________ Date PAGE || 8