THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of __________ ______, __________, by and between Company One, Inc., a __________ [corporation/partnership], having its principal place of business at __________ (“Company One”), and Company Two, Inc., a __________ [corporation/partnership], having its principal place of business at __________ (“Company Two”), for the purpose of forming a Delaware limited liability company (the “Company”) in accordance with the provisions hereinafter set forth.

WITNESSETH :

WHEREAS, Parent Corporation (“Parent”), a __________ corporation and the owner of all of the capital stock of Company One, designs, manufactures, and markets Products and components for the __________ markets;

WHEREAS, Company Two designs and manufactures __________;

WHEREAS, Parent (acting hereunder through Company One) and Company Two recognize their complementary strengths and expertise in developing and selling __________.

NOW, THEREFORE, in consideration of the mutual agreements, promises, and undertakings hereinafter set forth, Company One and Company Two agree as follows:

ARTICLE I

Definitions

The following terms, as used herein, shall have the following respective meanings:

1.1 “ADR” as used herein shall have the meaning assigned to it in Section 6.3.

1.2 “Agreement” as used herein means this Limited Liability Company Agreement, as amended or restated from time to time.

1.3 “Associated Agreement(s)” as used herein shall mean the following contracts (each as the same may be amended or supplemented from time to time):

[List Agreements]

1.4 “Authorized Individuals” as used herein shall have the meaning assigned to it in Section 11.1.