YOUR COMPANY NAME

OPERATING AGREEMENT

Dated: [DATE]

YOUR COMPANY NAME

OPERATING AGREEMENT

This Operating Agreement of YOUR COMPANY NAME (the “Company”), a limited liability company organized pursuant to the Act, is entered into and shall be effective as of [DATE] by and among the Company and the persons executing this Agreement as Members.

PRELIMINARY STATEMENT

WHEREAS the Company was formed as a Massachusetts limited liability company pursuant to Articles of Organization filed with the State Corporation Commission on June 30, [YEAR] – DATE YOU FILED WITH STATE;

WHEREAS YOUR NAME (“Owner 1” MAY WANT TO “FIND AND REPLACE “Owner 1” WITH REAL NAMES”) and PARTNER’S NAME (“Owner 2”) have been the Members of the Company from its inception until the effective date of this Agreement.

WHEREAS the Members desire to enter into this Agreement to, among other things, provide for the operation of the Company, and, in general, to set out fully the rights and obligations of the Members, Managers and officers of the Company.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

ARTICLE I

DEFINITIONS

1.01 Definitions. The defined terms used in this Agreement shall have the meanings specified below: