HARVARD BUSINESS SERVICES TEMPLATE–

SINGLE-MEMBER LLC OPERATING AGREEMENT

This LLC Agreement template is intended for an LLC with one member. It places all power with
the sole member, subject to any delegation or appointment of officers by the sole member. The
single-member LLC in this case will be treated for tax purposes as a disregarded entity.

[Erase the foregoing prior to using this document]

______________________________________________________________________

Limited Liability Company Agreement

Of
[Company Name]
This Limited Liability Company Agreement (“Agreement”) of [Company Name] (the “Company”), is
effective as of _________________________, 20___ (the “Effective Date”), and is entered into by and
between the Company and [sole member name], as the sole member of the Company (the “Member”).

WHEREAS, the Company was formed as a limited liability company on [insert formation
date] by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware
pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time
to time (the “LLC Act”); and

WHEREAS, the Member agrees that the membership in and management of the Company shall
be governed by the terms set forth herein.

NOW, THEREFORE, the Member agrees as follows:

1. Name. The name of the Company is [Company Name].

2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which
a limited liability company may be formed under the LLC Act and to engage in any and all activities
necessary or incidental thereto.

3. Principal Office; Registered Agent.

(a) Principal Office. The location of the principal office of the Company shall be
[address], or such other location as the Member may from time to time designate.

(b) Registered Agent. The registered agent of the Company for service of process in
the State of Delaware shall be Harvard Business Services, Inc. (the “Registered Agent”). The registered
office of the Company in the State of Delaware shall be located at the Registered Agent’s address: 16192
Coastal Highway, Lewes, DE 19958. The Member may change the Registered Agent or registered office
at any time, in the Member’s discretion.

4. Members.
 (a) Initial Member. The Member owns one hundred percent (100%) of the
membership interests in the Company. The name, address, and email address of the Member are set forth
in the Schedule of Members, set forth as Exhibit A. The Member may amend his, her, or its address or
email address in Exhibit A without such amendment being deemed an amendment of this Agreement.

(b) Additional Members. One or more additional members may be admitted to the
Company with the written consent of the Member. At or prior to the admission of any such additional
members to the Company, the Member shall amend this Agreement to make such changes as the Member
shall determine are needed to reflect the fact that the Company shall have such additional members. Each
additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

(c) Membership Interests; Certificates. The Company may, but need not, issue any
certificates to evidence ownership of the membership interests.

5. Management.

(a) Authority; Powers and Duties of the Member. The Member shall have exclusive
and complete authority and discretion to manage the operations and affairs of the Company and to make
all decisions regarding the business of the Company. Any action taken by the Member on the Company’s
behalf shall constitute the act of and shall serve to bind the Company. Persons dealing with the Company
are entitled to rely conclusively on the power and authority of the Member as set forth in this Agreement.
The Member shall have all rights and powers of a manager under the LLC Act, and shall have such
authority, rights, and powers in the management of the Company to do any and all other acts and things
necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement.

(b) Election of Officers; Delegation of Authority. The Member may, from time to
time, designate one or more officers with such titles as may be designated by the Member to act in the
name of the Company with such authority as may be delegated to such officers by the Member (each such
designated person, an “Officer”). Any such Officer shall act pursuant to such delegated authority until
such Officer is removed by the Member, resigns, becomes incapacitated, or dies; the Member may
remove an Officer at any time and can, but need not, fill an officer role which becomes vacant. Any
action taken by an Officer pursuant to authority delegated to such Officer shall constitute the act of and
serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the
power and authority of any officer set forth in this Agreement and any instrument designating such officer
and the authority delegated to him or her. The initial officers of the Company are set forth on Exhibit A.
The Member may amend Exhibit A to reflect the appointment, removal, or replacement of a Member
without such act constituting an amendment to this Agreement.

6. Liability of Member; Indemnification; Advancement.

(a) Liability of Member. Except as otherwise required in the LLC Act, the debts,
obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely
the debts, obligations, and liabilities of the Company, and the Member shall not be obligated personally
for any such debt, obligation, or liability of the Company solely as a result of his, her, or its membership
or participating in the management of the Company.

(b) Mandatory Indemnification. To the fullest extent permitted under the LLC Act,
the Member (and, if applicable, the Liquidator) shall be entitled to indemnification and advancement of
expenses from the Company for and against any loss, damage, claim, or expense (including attorneys’

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fees) (collectively, “Covered Losses”) whatsoever incurred by the Member relating to or arising out of
any act or omission or alleged acts or omissions (whether or not constituting negligence or gross
negligence) performed or omitted by the Member on behalf of the Company (collectively, “Covered
Actions”); provided, however, that any indemnity under this Section 6(b) shall be provided out of and to
the extent of Company assets only, and the Member shall not have any personal liability on account
thereof.

(c) Indemnification of Officers. The Member may, but need not, indemnify Officers
for Covered Losses resulting from their authorized Covered Actions taken within the scope of their
delegated authority as Officers of the Company.

(d) Advancement. The Company shall advance the Member amounts attributable to
Covered Losses upon presentation of reasonable documentation of such amounts. Indemnification
amounts will be advanced to an Officer, if indemnified pursuant to sub-section (c) above, in the
Member’s discretion.

7. Term. The term of the Company shall be perpetual unless the Company is dissolved and
terminated in accordance with Section 11.

8. Initial Capital Contributions. The Member hereby agrees to contribute to the Company
such cash, property, or services as determined by the Member. Any capital contribution made by the
Member is set forth on Exhibit A. The Member may, but need not, make additional capital contributions
to the Company.

9. Tax Status; Income and Deductions.

(a) Tax Status. As long as the Company has only one (1) member, it is the intention
of the Company and the Member that the Company be treated as a disregarded entity for federal and all
relevant state tax purposes. All provisions of this Agreement are to be construed so as to preserve the
Company’s tax status as a disregarded entity. Notwithstanding the foregoing, the Member has the
authority to change the tax status of the Company if it deems such change advisable, and to amend this
Agreement to reflect any such change.

(b) Income and Deductions. All items of income, gain, loss, deduction, and credit of
the Company (including, without limitation, items not subject to federal or state income tax) shall be
treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction,
and credit of the Member.

10. Distributions. Distributions shall be made to the Member at the times and in the amounts
determined by the Member.

11. Dissolution; Liquidation.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to
occur of the following: (i) the written consent of the Member; or (ii) any other event or circumstance
giving rise to the dissolution of the Company under Section 18-801 of the LLC Act, unless the
Company’s existence is continued pursuant to the LLC Act. The Member, in lieu of winding up and
cancelling the Company him, her, or itself, may appoint a liquidator to do so (a “Liquidator”). For
purposes hereof, the Liquidator shall have the ability to exercise the power of the Member solely with

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respect to the winding up and cancellation of the Company; provided, however, that the Member shall
retain his, her, or its powers hereunder.

(b) If a Liquidator is selected, the Member may provide for the compensation of such
Liquidator as the Member determines, in his, her, or its discretion.

(c) Upon dissolution of the Company, the Company shall immediately commence to
wind up its affairs and the Member (or Liquidator) shall promptly liquidate the business of the Company.

(d) In the event of dissolution, the Company shall wind up its affairs (including the
sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied
as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of
the Company (whether by payment or the making of reasonable provision for payment thereof); (ii)
second, to be held as reasonable cash reserves for known, potential, or contingent liabilities in such
amount as the Member (or Liquidator) deems appropriate, in his, her, or its discretion, and (iii) thereafter,
to the Member.

(e) Upon the completion of the winding up of the Company, the Member (or
Liquidator) shall file a Certificate of Cancellation in accordance with the LLC Act.

(f) Any Reserves shall be distributed to cover liabilities as determined by the

Member (or Liquidator), and such remaining reserves shall be distributed to the Member at such time as
the Member (or Liquidator) deems appropriate, in its reasonable, good faith discussion.

12. Miscellaneous.

(a) Amendments. For so long as the Member is the sole member of the Company,
the Member can amend this Agreement unilaterally at any time.

(b) Governing Law. This Agreement shall be governed by and construed in

accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict
of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(c) Severability. In the event that any provision of this Agreement shall be declared
to be invalid, illegal, or unenforceable, such provision shall survive to the extent it is not so declared, and
the validity, legality, and enforceability of the other provisions hereof shall not in any way be affected or
impaired thereby, unless such action would substantially impair the benefits to any party of the remaining
provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, the undersigned has executed this Agreement to be effective as of the
date first above written.

MEMBER:

______________________________________________

Print Name: ____________________________________

COMPANY:
[COMPANY NAME], a Delaware limited liability company

By: _______________________________________

Print Name: ________________________________,

(Sole member)

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 EXHIBIT A

MEMBER INFORMATION:

Name Contact Information Membership Percentage

Address: 100%

Email Address:

INITIAL OFFICERS:

Name Office Held