Limited Liability Company Agreement

　　a _________(state) limited liability company

　　effective as of _________(m,d,y)

　　the interests described and represented by this limited liability company agreement have not been registered under the securities act of 1933 (the 'act' or any applicable state securities laws ('state acts') and are restricted securities as that term is defined in rule 144 under the act. the securities may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement or qualification under the act and applicable state acts or pursuant to an exemption from registration under the act and applicable state acts, the availability of which is to be established to the satisfaction of the company.

　　table of contents

　　article 1. definitions

　　1.1 accretion amount

　　1.2 a