THE LIMITED LIABILITY COMPANY UNITS REFERRED TO HEREIN (THE “UNITS”) HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
SUCH INTERESTS ARE BEING OFFERED OR SOLD UNDER THE EXEMPTION PROVIDED BY SECTION
4(2) OF THE 1933 ACT AND RULE 506 THEREUNDER NOR HAVE THEY BEEN REGISTERED UNDER
THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER JURISDICTION.
A PURCHASER OR RECEIVER OF UNITS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE UNITS HAVE NOT BEEN REGISTERED
UNDER THE 1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE UNITS UNDER THE 1933 ACT.
## Entire Agreement
All parties agree that this Agreement is the final, complete and exclusive statement of
the mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements and communications relating to the subject matter of this Agreement.
This Agreement and its exhibits constitute the entire agreement between the parties.
Except as otherwise provided herein, no amendments to this Agreement shall be
binding upon any Member unless set forth in a document duly executed by such Member.
The parties will amend this agreement only by cosigned, written agreement.
## Binding Arbitration and waiver of rights
IF FOR ANY REASON THIS
ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY OR BENCH TRIAL AS TO ANY ISSUE RELATING HERETO IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
Any controversy, claim or dispute arising out of or relating to this
Agreement, shall be settled by binding arbitration in Pflugerville TX
at the companys primary place of business located at
<>
All such controversies, claims or disputes shall be settled in this manner
in lieu of any action at law or equity.
The following rights are irrevocably waived now and forever more:
* rights to sue in all possible venues
* trial by Judge
* trial by Judge/Jury
* trial by any other form either previously used, currently in use, or used in the
future
* public or private disclosure of any Member conflict with the Company
Such arbitration shall be conducted in accordance with the then prevailing
commercial arbitration rules of American Arbitration Association
("**AAA**"), with the following exceptions if in conflict:
* one arbitrator shall be chosen by the AAA (the "**Arbitrator**");
* each party to the arbitration will pay its pro rata share of
the expenses and fees of the arbitrator, together with other expenses of the arbitration
incurred or approved by the Arbitrator;
* arbitration may proceed in the absence of any party if written notice (pursuant to the
Arbitrator's rules and regulations) of the proceeding has been given to
such party.
* The parties agree to abide soley by all decisions and awards rendered in such proceedings.
* Such decisions and awards rendered by the arbitrator shall be final and conclusive.
* The Arbitrator shall not have the right to award punitive damages or
speculative damages to either party and shall not have the power to
amend this Agreement.
## Ownership of Property and No Right of Partition
* A Member's interest in the Company shall be personal property for all purposes.
* No Member shall have any right to partition the property owned by the Company.
* The Membership Interest:
**IS NOT**
and
**SHALL NOT**
be considered community property at any time (including but not limited to):
* before the execution of this Agreement
* after this Agreement is executed
* while the Agreement is in effect
* after the Agreement is no longer in effect due to resignation or expulsion
* By signing this agreement, Member hereby agrees that:
* any and all rights
* any and all interests
under this agreement (and applicable law incorporated by reference) are hereby:
* suspended
* revoked
* rendered null and void now and forever more.
for any
* spouse
* significant other
* domestic partner
* any future lawful definition of a similar type of close/constant party
## Involvement of Members in Certain Proceedings
Should any Member become involved in legal proceedings unrelated to the
Company's business in which the Company is required to provide books, records, an
accounting, or other information, then such Member :
* shall indemnify the Company from all expenses incurred in conjunction therewith.
* Member agrees that this involvement in such a proceeding may be considered a:
* material breach of contract
* violation of Duty Of Care
* violation of Fidicuary Duty
and agrees that the Member may face immediate expulsion for exposing the Company
in such an irresonsible manner and that the Company may pursue the Member for any
and all remedies under law.
## No Third-Party Enforcement
Only the parties to this agreement may enforce rights under this agreement.
## Waiver
No consent or waiver, express or implied, by any Member of
any breach or default by any other Member in the performance by the
other Member of its obligations hereunder shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance by such other Member of the same or any other obligation
hereunder. Failure on the part of any Member to complain of any act or
to declare any other Member in default, irrespective of how long such
failure continues, shall not constitute a waiver of rights hereunder.
## Severability
If any provision of this Agreement or the application
thereof to any Person or circumstances shall be judged by
any court of competent jurisdiction to be unenforceable or invalid,
to any extent, and such invalidity or unenforceability does not destroy
the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
## Legal Relationship
The parties to this agreement remain independent parties. This agreement does not
create any partnership, joint venture, agency, or similar relationship between the
parties.
## No Assignment or Delegation
* No party may assign any right or delegate any obligation under this agreement
* This Agreement is not assignable or transferable by Member
* Any attempt to assign or delegate will have no legal effect.
* No failure to exercise, and no delay in exercising, on the part of either party, any privilege,
any power or any rights hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or power hereunder preclude further exercise of any other right
hereunder.
## Governing Law
This Agreement and the obligations of the Members
hereunder shall be construed and enforced in accordance with the laws of
the State of Texas, excluding any conflicts of law rule or principle
which might refer such construction to the laws of another state or
country.
## Signature
An electronically signed copy of this agreement delivered by e-mail or other electronic
means has the same legal effect as delivering a printed and signed original.
## Notices
* The parties shall send every notice, demand, consent, request, or other communication
required or allowed by this agreement by e-mail to the e-mail address the other party provided
with their signature
* All notices given in accordance with this Agreement shall be effective upon delivery
at the e-mail address of the addressee.
* By giving written notice thereof, each Member shall have the right from time to time to
change its address pursuant hereto.
## No Agreement to Employ
Nothing in this Agreement shall affect any right that Participant may have to be employed or to maintain employment or a similar relationship (if applicable) with the Company or with any affiliated entity.
## Captions, References
Pronouns wherever used herein, and of
whatever gender, shall include natural persons and corporations and
associations of every kind and character, and the singular shall include
the plural wherever and as often as may be appropriate. Article and
section headings are for convenience of reference and shall not affect
the construction or interpretation of this Agreement. Whenever the terms
"hereof," "hereby," "herein," or words of similar import are used in
this Agreement they shall be construed as referring to this Agreement in
its entirety rather than to a particular section or provision, unless
the context specifically indicates to the contrary. Any reference to a
particular "Article" or a "Section" shall be construed as referring to
the indicated article or section of this Agreement unless the context
indicates to the contrary.
## Place of Business and Office; Resident Agent
The address of the registered agent of the Company for service of process on the
Company in the State of Texas (and also the Company primary office)
is located at: <>
## Term
The term of the Company shall commence upon the filing of the
Certificate of Formation with the Texas Secretary of State and shall
have perpetual existence unless it shall be dissolved and its affairs
shall have been wound up as provided in Section Dissolution and Winding Up of Business.
## Qualification in Other Jurisdictions.
The Company may register in any other jurisdiction upon the approval of the Board Of Directors.
## No State Law Partnership.
The Company shall not be a partnership or
joint venturer under any state or federal law, and no Member or Director
shall be a partner or joint venture of any other Member or Director for
any purposes; other than under the Code or other applicable tax laws,
and this Agreement may not be construed otherwise.
## General Restrictions on Dispositions of Membership Interests
A Member may not make an assignment, transfer or
other disposition (voluntarily, involuntarily or by operation of law) (a
"**Transfer**") of all or any portion of his or her Membership Interest,
nor pledge, mortgage, hypothecate, grant a security interest in, or
otherwise encumber (an "**Encumbrance**") all or any portion of its
Membership Interest,
Any attempted Transfer of all or any portion of a Membership Interest,
shall be void and result in the immediate (no vote required) expulsion
of the Member and forefiture of Member interest and the right of the Company
to pursue the Member for any and all remedies under law.
