Free Virginia LLC Operating Agreement Generator

This Operating Agreement ("Agreement") of [LLC NAME], a Virginia limited liability company (the "Company"), is entered into as of 2026-03-16, by and among the Members identified herein (individually, a "Member" and collectively, the "Members"), for the purpose of forming and governing a limited liability company under the provisions of the Virginia Limited Liability Company Act (the "Act") and the laws of the State of Virginia.

WHEREAS, the Members desire to form a limited liability company under the laws of the State of Virginia for the purposes set forth herein; and

WHEREAS, the Members desire to enter into this Agreement to define their respective rights, duties, and obligations with respect to the Company and its operations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

1.FORMATION

(a) Name. The name of the Company is [LLC NAME]. The business of the Company may be conducted under such name or any other name or names deemed advisable by the Members, provided that the Company shall comply with all applicable laws regarding the use of assumed or fictitious business names.

(b) State of Formation. The Company has been organized as a limited liability company pursuant to the provisions of the Act by the filing of Articles of Organization (or Certificate of Formation, as applicable) with the Virginia Secretary of State.

(c) Date of Formation. The Company was formed on 2026-03-16, the date on which the Articles of Organization were filed with the Virginia Secretary of State, or on such later effective date as may be specified therein.

(d) Registered Agent. The Company shall continuously maintain a registered agent and registered office in the State of Virginia as required by the Act. The initial registered agent and registered office shall be as set forth in the Articles of Organization. The Members may change the registered agent and registered office from time to time in accordance with applicable law.

(e) Principal Office. The principal office of the Company shall be located at [Principal Address], or at such other place as the Members may from time to time designate. The Company may maintain such additional offices as the Members may deem necessary or desirable.

(f) Purpose. The purpose of the Company is to engage in any and all lawful business activities, and to exercise all powers available to a limited liability company organized under the laws of the State of Virginia, as such purposes may be expanded, modified, or reduced from time to time by the Members.

(g) Duration. The Company shall have a perpetual existence and shall continue in full force and effect until dissolved and its affairs wound up in accordance with the provisions of this Agreement and the Act.

(h) Employer Identification Number. The Company's federal employer identification number is [EIN].

2.DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Agreement" means this Operating Agreement, as originally executed and as amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.

(b) "Capital Account" means the individual capital account maintained for each Member in accordance with Section 6 of this Agreement and the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

(c) "Capital Contribution" means the total amount of cash and the fair market value of any property contributed or agreed to be contributed by a Member to the capital of the Company, including any additional Capital Contributions made pursuant to this Agreement.

(d) "Distributable Cash" means, as of any applicable date, all cash and cash equivalents of the Company on hand, less any amounts reasonably reserved by the Members for the payment of the Company's current or anticipated obligations, including but not limited to operating expenses, debt service, capital expenditures, and contingencies.

(e) "Interest" or "Membership Interest" means the entire ownership interest of a Member in the Company at any particular time, including the Member's right to share in the Net Profits, Net Losses, and distributions of the Company, the right to vote on or consent to matters requiring Member approval, and any other rights and obligations conferred upon a Member by this Agreement or the Act.

(f) "Majority Vote" means a majority vote (more than fifty percent (50%)) of the Percentage Interests.

(g) "Manager" means any Person appointed as a manager of the Company in accordance with this Agreement. In a member-managed company, each Member shall be deemed a Manager for purposes of binding the Company to third parties.

(h) "Member" means any Person who has been admitted to the Company as a member in accordance with this Agreement and the Act, and who has not ceased to be a member.

(i) "Net Profits" and "Net Losses" mean, for each fiscal year or other applicable period, the taxable income or loss of the Company for such period as determined for federal income tax purposes, with such adjustments as are required or permitted by Treasury Regulations Section 1.704-1(b)(2)(iv).

(j) "Percentage Interest" means, with respect to each Member, the percentage set forth opposite such Member's name on the schedule of Members attached hereto, as the same may be amended from time to time.

(k) "Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

(l) "Transfer" means any direct or indirect sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise, of all or any portion of a Membership Interest.

3.MEMBERS AND OWNERSHIP INTERESTS

(a) Members. The Members of the Company and their respective Percentage Interests are as set forth below.

The following is a complete list of the Members of the Company, together with their respective addresses, Percentage Interests, and initial Capital Contributions:

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| Member Name | Address | Ownership % | Capital Contrib. |

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| [Name] | [Address] | 100% | $[AMOUNT] |

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(b) Percentage Interests. The Percentage Interest of each Member represents such Member's proportionate share of the Company's Net Profits, Net Losses, and distributions, and such Member's voting power on all matters requiring Member approval, unless this Agreement expressly provides otherwise. The aggregate Percentage Interests of all Members shall at all times equal one hundred percent (100%).

(c) Certificates. The Company shall not issue certificates representing Membership Interests. The ownership records of the Company, as maintained by the Members, shall be the definitive record of Membership Interests.

(d) No Personal Liability. Except as otherwise required by the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal liability on any Member for liabilities of the Company.

4.CAPITAL CONTRIBUTIONS

(a) Initial Capital Contributions. Each Member has contributed, or agrees to contribute, to the capital of the Company the amount set forth opposite such Member's name in the schedule of Members set forth in Section 4 above. Such initial Capital Contributions shall be made in cash or in property at the agreed-upon fair market value on or before the date specified by the Members, but in no event later than thirty (30) days after the execution of this Agreement.

(b) No Interest on Capital Contributions. No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account balance.

(c) Return of Capital Contributions. No Member shall have the right to demand or receive the return of such Member's Capital Contributions except as specifically provided in this Agreement or upon dissolution and winding up of the Company. No Member shall have priority over any other Member with respect to the return of Capital Contributions, except as otherwise provided in this Agreement.

(d) Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). Each Member's Capital Account shall be credited with (i) such Member's Capital Contributions, (ii) such Member's distributive share of Net Profits and any items of income or gain specially allocated to such Member, and (iii) the fair market value of any property contributed by such Member (net of liabilities assumed by the Company or to which the property is subject). Each Member's Capital Account shall be debited with (i) the amount of cash distributed to such Member, (ii) the fair market value of any property distributed to such Member (net of liabilities assumed by such Member or to which the property is subject), and (iii) such Member's distributive share of Net Losses and any items of deduction or loss specially allocated to such Member.

5.ALLOCATION OF PROFITS AND LOSSES

(a) Allocation of Net Profits. The Net Profits of the Company for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests as set forth in Section 4 of this Agreement.

(b) Allocation of Net Losses. The Net Losses of the Company for each fiscal year shall be allocated among the Members in the same proportion as Net Profits are allocated pursuant to Section 6(a) above; provided, however, that no Member shall be allocated Net Losses to the extent that such allocation would cause or increase a deficit balance in such Member's Capital Account in excess of any amount such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).

(c) Regulatory Allocations. Notwithstanding the provisions of Sections 6(a) and 6(b) above, the following special allocations shall be made in the following order of priority:

(i) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible.

(ii) Minimum Gain Chargeback. If there is a net decrease in Company minimum gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Company minimum gain, as determined in accordance with Treasury Regulations Section 1.704-2(g).

(iii) Member Nonrecourse Deductions. Any Member nonrecourse deductions for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such deductions are attributable, in accordance with Treasury Regulations Section 1.704-2(i)(1).

(d) Tax Allocations. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members in a manner consistent with the allocations of Net Profits and Net Losses set forth in this Section 6, except as otherwise required by Section 704(c) of the Internal Revenue Code and the Treasury Regulations promulgated thereunder.

(e) Varying Interests. If a Member's Percentage Interest changes during a fiscal year, the Member's share of Net Profits and Net Losses shall be determined using any method permitted by Section 706 of the Internal Revenue Code and the corresponding Treasury Regulations, as selected by the Members.

6.DISTRIBUTIONS

(a) Timing of Distributions. Distributions of Distributable Cash shall be made at such times and in such amounts as determined by the Majority Vote of the Members, but in no event less frequently than annually, subject to the limitations set forth in this Section.

(b) Priority of Distributions. Except as otherwise provided in this Agreement, all distributions of Distributable Cash shall be made to the Members in proportion to their respective Percentage Interests.

(c) Tax Distributions. To the extent the Company has Distributable Cash available, the Members shall cause the Company to distribute to each Member, no later than fifteen (15) days prior to each estimated tax payment date and the due date for the annual tax return, an amount equal to such Member's estimated federal and state income tax liability attributable to such Member's allocable share of the Company's taxable income for the applicable period, calculated using the highest marginal individual income tax rate then in effect. Tax distributions shall be treated as advances against future distributions and shall reduce the amount of subsequent distributions to which such Member would otherwise be entitled.

(d) Restrictions on Distributions. No distribution shall be made if, after giving effect to the distribution:

(i) the Company would not be able to pay its debts as they become due in the usual course of business; or

(ii) the Company's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of Members upon dissolution that are superior to the rights of the Member receiving the distribution.

(e) Form of Distribution. Distributions may be made in cash or, with the consent of the recipient Member, in property at the fair market value of such property as determined in good faith by the Members.

(f) Withholding. The Company shall be entitled to withhold from any distribution to a Member any amounts required to be withheld by the Company under applicable federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to such Member for all purposes of this Agreement.

7.MANAGEMENT AND VOTING

(a) Member-Managed Company. The Company shall be managed by its Members. Except as otherwise provided in this Agreement or the Act, the management and control of the business and affairs of the Company shall be vested in the Members, and each Member shall have the right to participate in the management and conduct of the Company's business. Decisions of the Members shall be made by a majority vote (more than fifty percent (50%)) of the Percentage Interests, except as otherwise expressly provided in this Agreement.

(b) Authority to Bind the Company. Each Member shall have the authority to bind the Company in the ordinary course of business. No Member shall, without the prior approval of the Majority Vote, have the authority to:

(i) borrow money on behalf of the Company or execute any promissory note, mortgage, deed of trust, or other instrument of indebtedness on behalf of the Company;

(ii) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the assets of the Company;

(iii) enter into any contract, agreement, or obligation on behalf of the Company involving an aggregate amount in excess of $50,000.00;

(iv) confess a judgment against the Company;

(v) submit a Company claim or liability to arbitration or mediation;

(vi) make, execute, or deliver any assignment of Company property for the benefit of creditors; or

(vii) commence or settle any litigation or legal proceeding on behalf of the Company.

(c) Unanimous Consent Required. Notwithstanding any other provision of this Agreement, the following actions shall require the unanimous written consent of all Members:

(i) Admitting new Members to the Company;

(j) Selling, merging, or otherwise disposing of all or substantially all of the Company's assets or business;

(k) Incurring indebtedness in excess of $50,000.00;

(l) Amending or modifying this Agreement;

(m) Dissolving or winding up the Company;

(d) Officers. The Members may appoint officers of the Company, including a President, Vice President, Secretary, and Treasurer, and such other officers as may be deemed necessary or desirable. Officers shall serve at the pleasure of the Members and shall have such powers and duties as may be delegated to them. The appointment of an officer shall not in itself create contract rights in favor of such officer.

(e) Compensation. The Members may authorize reasonable compensation for any Member, Manager, or officer for services rendered to the Company. Such compensation shall be determined by a majority vote (more than fifty percent (50%)) of the Percentage Interests, with any interested Member or Manager abstaining from the vote. Reimbursement of reasonable business expenses incurred on behalf of the Company shall not constitute compensation.

8.MEETINGS

(a) Regular Meetings. Regular meetings of the Members shall be held at least once per calendar year. The Members shall determine the time and place of each regular meeting.

(b) Special Meetings. Special meetings of the Members may be called at any time by any Member or Manager upon written notice to all Members. The notice shall state the purpose or purposes of the special meeting, and no business other than that stated in the notice shall be transacted at such meeting.

(c) Notice. Written notice of each meeting of the Members shall be delivered to each Member not less than ten (10) business days prior to the date of the meeting. Notice shall be delivered personally, by mail, by facsimile, by electronic mail, or by any other means reasonably calculated to give actual notice. Notice of a meeting need not be given to any Member who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to or at the commencement of the meeting, the lack of notice to such Member.

(d) Quorum. The presence, in person or by proxy, of Members holding a majority of the aggregate Percentage Interests shall constitute a quorum for the transaction of business at any meeting of the Members. If a quorum is not present, the Members present may adjourn the meeting to a later date upon written notice to all absent Members.

(e) Proxies. A Member may authorize another Person to act for such Member by proxy. Every proxy must be in writing, signed by the Member, and shall be revocable at the will of the Member executing it unless the proxy expressly provides that it is irrevocable and is coupled with an interest.

(f) Action by Written Consent. Any action that may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voted. Such written consent shall be delivered to the Company for filing with the Company's records and shall have the same force and effect as a unanimous vote at a properly convened meeting.

(g) Minutes. The Members shall cause written minutes to be prepared for each meeting of the Members and each action taken by written consent. Such minutes or written consents shall be maintained with the books and records of the Company.

9.TRANSFER OF MEMBERSHIP INTERESTS

(a) Restrictions on Transfer. Membership Interests in the Company shall be transferable only with the prior written consent of Members holding at least a majority of the Percentage Interests of the non-transferring Members.

(b) Conditions of Transfer. No Transfer of a Membership Interest shall be effective unless and until the following conditions have been satisfied:

(i) the transferring Member has provided written notice to the Company and all other Members of the proposed Transfer, including the identity of the proposed transferee, the terms and conditions of the proposed Transfer, and the consideration to be received;

(ii) the prior written consent of Members holding at least a majority of the Percentage Interests of the non-transferring Members has been obtained, which consent may be withheld in such Members' sole and absolute discretion;

(iii) the transferee has agreed in writing to be bound by all terms and conditions of this Agreement;

(iv) the transferring Member has provided the Company with an opinion of counsel, satisfactory to the Members, that the Transfer will not cause the Company to be treated as a publicly traded partnership for purposes of the Internal Revenue Code and will not violate any applicable federal or state securities laws; and

(v) the transferring Member or the transferee has paid all reasonable costs and expenses incurred by the Company in connection with the Transfer.

(c) Right of First Refusal. Before any Member (the "Selling Member") may Transfer all or any portion of such Member's Membership Interest to any Person other than a Permitted Transferee, the Selling Member shall first offer such Interest to the remaining Members (the "Remaining Members") on the same terms and conditions as the proposed Transfer. The Selling Member shall deliver a written notice (the "Offer Notice") to the Company and each Remaining Member, setting forth in reasonable detail:

(i) the name and address of the proposed transferee;

(ii) the number of units or Percentage Interest proposed to be transferred;

(iii) the price per unit or total consideration for the proposed Transfer; and

(iv) the other material terms and conditions of the proposed Transfer.

Each Remaining Member shall have thirty (30) days from the date of receipt of the Offer Notice (the "ROFR Period") to elect to purchase all or a portion of the offered Interest on the same terms and conditions set forth in the Offer Notice, pro rata in accordance with their respective Percentage Interests (excluding the Selling Member's Interest). If the Remaining Members do not collectively elect to purchase all of the offered Interest within the ROFR Period, the Company shall have an additional fifteen (15) days to elect to purchase any remaining offered Interest. If neither the Remaining Members nor the Company elect to purchase all of the offered Interest, the Selling Member may consummate the Transfer to the proposed transferee on terms no more favorable than those set forth in the Offer Notice, provided that such Transfer is consummated within ninety (90) days after the expiration of the ROFR Period.

(d) Permitted Transfers. Notwithstanding the foregoing restrictions, a Member may Transfer all or any portion of such Member's Membership Interest without the consent of the other Members to: (i) a revocable trust established by such Member for the benefit of such Member or such Member's immediate family members; (ii) such Member's spouse, children, or grandchildren; or (iii) an entity wholly owned by such Member (each, a "Permitted Transferee"), provided that any such Permitted Transferee agrees in writing to be bound by all terms and conditions of this Agreement and that such Transfer does not result in a termination of the Company under Section 708 of the Internal Revenue Code.

10.ADMISSION OF NEW MEMBERS

(a) Requirements. New Members may be admitted to the Company only upon satisfaction of all of the following conditions:

(i) the unanimous written consent of all existing Members, unless otherwise provided herein;

(ii) the execution by the new Member of a counterpart of this Agreement or a joinder agreement in form and substance satisfactory to the existing Members, whereby the new Member agrees to be bound by all terms and conditions of this Agreement;

(iii) the payment by the new Member of such Capital Contribution as may be determined by the existing Members; and

(iv) the delivery to the Company of such documentation and information as the Members may reasonably require.

(b) Amendment of Agreement. Upon the admission of a new Member, this Agreement shall be amended to reflect the new Member's name, address, Percentage Interest, and Capital Contribution, and the Percentage Interests of the existing Members shall be adjusted accordingly.

(c) Effective Date. The admission of a new Member shall be effective as of the date specified in the written consent of the existing Members and upon satisfaction of all conditions set forth in this Section.

(d) No Right of Admission. No Person shall have the right to be admitted as a Member of the Company without the consent of the existing Members as provided herein. Neither the Transfer of a Membership Interest nor the assignment of a right to receive distributions shall entitle the transferee or assignee to become a Member or to exercise any rights of a Member unless admitted as a Member in accordance with this Section.

11.WITHDRAWAL AND DISSOCIATION

(a) Voluntary Withdrawal. A Member may withdraw from the Company by providing not less than ninety (90) days' prior written notice to the Company and all other Members of such Member's intent to withdraw. Upon the effective date of withdrawal, the withdrawing Member shall cease to be a Member of the Company and shall have no further rights to participate in the management or conduct of the Company's business, but shall retain the right to receive distributions attributable to such Member's Membership Interest to the extent such distributions relate to periods prior to the effective date of withdrawal.

(b) Involuntary Dissociation. A Member shall be deemed to have been involuntarily dissociated from the Company upon the occurrence of any of the following events:

(i) the death of a Member who is an individual;

(ii) the adjudication of a Member as incompetent or incapacitated by a court of competent jurisdiction;

(iii) the filing of a voluntary petition in bankruptcy by a Member, or the entry of an order for relief against a Member in an involuntary bankruptcy proceeding that is not dismissed within ninety (90) days;

(iv) the entry of an order by a court of competent jurisdiction charging a Member's Membership Interest with payment of a judgment;

(v) the expulsion of a Member by the unanimous vote of all other Members for cause, including but not limited to a material breach of this Agreement, fraud, willful misconduct, or conviction of a felony; or

(vi) any other event of dissociation specified in the Act.

(c) Effect of Dissociation. Upon the dissociation of a Member, whether voluntary or involuntary, the dissociated Member (or such Member's estate, personal representative, successor, or assignee, as applicable) shall become an assignee of the dissociated Member's Membership Interest and shall be entitled only to receive allocations of Net Profits and Net Losses and distributions attributable to such Membership Interest, but shall have no right to participate in the management or conduct of the Company's business or to vote on any matter requiring Member approval.

(d) Continuation of the Company. The dissociation of a Member shall not, in itself, cause the dissolution of the Company. The Company shall continue in existence following the dissociation of any Member, and the remaining Members may continue to operate the Company's business in accordance with this Agreement.

12.BUYOUT PROVISIONS

(a) Triggering Events. The buyout provisions of this Section shall be triggered upon the occurrence of any of the following events (each, a "Triggering Event"): (i) the voluntary withdrawal of a Member pursuant to Section 12(a); (ii) the death or permanent disability of a Member; (iii) the involuntary dissociation of a Member pursuant to Section 12(b); (iv) the bankruptcy or insolvency of a Member; or (v) the Transfer of a Membership Interest in violation of the provisions of this Agreement.

(b) Valuation. Upon the occurrence of a Triggering Event, the value of the departing Member's Membership Interest (the "Buyout Price") shall be determined based on the fair market value of the Company as determined by an independent appraiser mutually agreed upon by the parties, whose determination shall be final and binding. The Buyout Price shall be determined as of the last day of the calendar month immediately preceding the date of the Triggering Event. The costs of any independent appraisal shall be borne equally by the Company and the departing Member (or such Member's estate or legal representative).

(c) Company Option. Upon the occurrence of a Triggering Event, the Company shall have the first option to purchase the departing Member's Membership Interest at the Buyout Price. The Company shall have thirty (30) days from the date of the Triggering Event (or, if an appraisal is required, thirty (30) days from the date the Buyout Price is determined) to exercise this option by delivering written notice to the departing Member (or such Member's estate or legal representative).

(d) Member Option. If the Company does not exercise its option under Section 13(c), the remaining Members shall have the right, but not the obligation, to purchase the departing Member's Membership Interest at the Buyout Price, pro rata in accordance with their respective Percentage Interests (excluding the departing Member's Interest). The remaining Members shall have thirty (30) days following the expiration of the Company's option period to exercise this right.

(e) Payment Terms. The Buyout Price may be paid, at the election of the purchaser(s):

(i) in a lump sum in cash within sixty (60) days of the exercise of the purchase option; or

(ii) in equal monthly installments over a period of twenty-four (24) months, together with interest on the unpaid balance at the applicable federal rate in effect as of the date of the Triggering Event, with the first installment due within sixty (60) days of the exercise of the purchase option. The obligation to make installment payments shall be evidenced by a promissory note executed by the purchaser(s) in favor of the departing Member (or such Member's estate or legal representative), and may be secured by a pledge of the purchased Membership Interest.

(f) Closing. The closing of the purchase of the departing Member's Membership Interest shall take place at the principal office of the Company on a date mutually agreed upon by the parties, but in no event later than the date on which the first payment is due. At the closing, the departing Member (or such Member's estate or legal representative) shall execute and deliver such instruments of transfer and other documents as the Company or the purchasing Members may reasonably request to effectuate the transfer of the Membership Interest.

(g) Failure to Purchase. If neither the Company nor the remaining Members elect to purchase the departing Member's Membership Interest pursuant to this Section, the departing Member (or such Member's estate or legal representative) shall retain such Membership Interest as an assignee, subject to the terms and conditions of this Agreement.

13.DISSOLUTION AND WINDING UP

(a) Events of Dissolution. The Company shall be dissolved upon the first to occur of any of the following events:

(i) The unanimous written consent of all Members to dissolve the Company;

(j) The death, incapacity, withdrawal, expulsion, or bankruptcy of any Member, unless the remaining Members holding a majority of the Percentage Interests (excluding the interest of the departing Member) elect to continue the Company within ninety (90) days of such event;

(k) The filing of a petition in bankruptcy by or against the Company, or the appointment of a receiver or trustee for all or substantially all of the Company's assets, if such petition or appointment is not dismissed within ninety (90) days;

(l) The entry of a decree of judicial dissolution by a court of competent jurisdiction pursuant to the Act;

(m) Any other event that makes it unlawful for the business of the Company to be carried on by the Members;

(n) Any other event specified in the Act as causing the dissolution of a limited liability company;

(b) Winding Up. Upon the dissolution of the Company, the Members (or, if there are no remaining Members or Managers, a liquidating trustee appointed by the last remaining Member or by a court of competent jurisdiction) shall proceed to wind up the affairs of the Company. During the winding up period, the Members shall:

(i) collect all debts, claims, and accounts receivable owed to the Company;

(ii) sell, convey, or otherwise dispose of the Company's assets in an orderly manner and at fair value;

(iii) discharge or make adequate provision for all of the Company's debts, liabilities, and obligations;

(iv) comply with all applicable laws governing the winding up and liquidation of limited liability companies; and

(v) distribute the remaining assets of the Company to the Members in accordance with Section 14(c) below.

(c) Distribution of Assets. Upon the winding up and liquidation of the Company, the assets of the Company shall be distributed in the following order of priority:

(i) First, to creditors of the Company, including Members who are creditors (to the extent otherwise permitted by law), in satisfaction of the debts, liabilities, and obligations of the Company;

(ii) Second, to the establishment of any reserves that the Members may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be held for such period as the Members shall deem advisable and shall thereafter be distributed in accordance with this Section;

(iii) Third, to the Members in proportion to and to the extent of the positive balances in their respective Capital Accounts, after giving effect to all allocations of Net Profits and Net Losses and all distributions for all periods; and

(iv) Fourth, any remaining surplus shall be distributed to the Members in proportion to their respective Percentage Interests.

(d) Articles of Dissolution. Upon the completion of the winding up and distribution of the Company's assets, the Members shall cause to be filed with the Virginia Secretary of State articles of dissolution (or certificate of cancellation, as applicable) in accordance with the Act, and shall take such other actions as may be necessary or appropriate to terminate the existence of the Company.

14.TAX MATTERS

(a) Tax Classification. The Company shall be classified for federal income tax purposes in accordance with the default classification rules of Treasury Regulations Section 301.7701-3. If the Company has only one Member, the Company shall be disregarded as an entity separate from its owner for federal income tax purposes. If the Company has two or more Members, the Company shall be treated as a partnership for federal income tax purposes. The Members may elect to change the Company's tax classification by filing IRS Form 8832 with the unanimous consent of all Members.

(b) Tax Matters Partner/Representative. [Designated Member] is hereby designated as the "Tax Matters Partner" (for taxable years beginning before January 1, 2018) and the "Partnership Representative" (for taxable years beginning on or after January 1, 2018) within the meaning of Sections 6231 and 6223 of the Internal Revenue Code, as applicable. The Tax Matters Partner/Partnership Representative shall have all powers and responsibilities assigned to such position under the Internal Revenue Code and the Treasury Regulations, including the authority to represent the Company in tax audits, administrative proceedings, and judicial proceedings with the Internal Revenue Service and any state or local taxing authority. The Tax Matters Partner/Partnership Representative shall keep all Members informed of any administrative or judicial proceedings for the adjustment of Company items and shall not take any action with respect to such proceedings without the prior written consent of Members holding a majority of the Percentage Interests.

(c) Tax Returns. The Members shall cause to be prepared and timely filed all federal, state, and local income tax returns and information returns required to be filed by the Company. The Company shall furnish to each Member a copy of IRS Schedule K-1 (or equivalent state or local schedule) within ninety (90) days after the end of each fiscal year, or as soon as practicable thereafter.

(d) Tax Elections. The Members may, in their discretion, make or revoke any tax election permitted under the Internal Revenue Code or applicable state or local tax law, including but not limited to: (i) an election under Section 754 of the Internal Revenue Code to adjust the basis of Company property; (ii) an election to use any permissible method of depreciation or amortization; and (iii) any election affecting the computation of items derived from the Company. Any material tax election shall require the approval of a majority vote (more than fifty percent (50%)) of the Percentage Interests.

(e) Fiscal Year. The fiscal year of the Company shall end on December 31 of each year, or on such other date as may be required or permitted by the Internal Revenue Code.

15.BOOKS AND RECORDS

(a) Maintenance. The Members shall cause to be maintained complete and accurate books and records of the Company's business and affairs, including, but not limited to: (i) a current list of the full name, last known mailing address, and Percentage Interest of each Member; (ii) copies of the Company's federal, state, and local income tax returns and information returns for the six (6) most recent fiscal years; (iii) copies of this Agreement, the Articles of Organization, and all amendments thereto; (iv) copies of any financial statements of the Company for the three (3) most recent fiscal years; and (v) such other books and records as are required to be maintained under the Act.

(b) Access Rights. Each Member shall have the right, upon reasonable request and at such Member's own expense, to inspect and copy during ordinary business hours any books and records of the Company for any purpose reasonably related to such Member's interest as a Member. The Company may impose reasonable conditions on such access, including conditions relating to confidentiality, to protect the Company's proprietary information.

(c) Annual Financial Statements. Within one hundred twenty (120) days after the close of each fiscal year, the Members shall cause to be prepared and distributed to each Member financial statements of the Company for such fiscal year, including at a minimum a balance sheet, a statement of income and expenses, a statement of cash flows, and a statement of each Member's Capital Account. Such financial statements need not be audited unless the Members otherwise agree or as required by law.

(d) Accounting Method. The Company's books and records shall be maintained on the accrual basis of accounting, or such other basis as the Members may determine, applied on a consistent basis in accordance with generally accepted accounting principles.

(e) Bank Accounts. The Members shall cause the Company to maintain one or more bank accounts in the name of the Company at such financial institutions as the Members may determine. All funds of the Company shall be deposited in such accounts, and no funds of any Member shall be commingled with the funds of the Company.

16.INDEMNIFICATION AND LIABILITY

(a) Indemnification. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and costs of litigation), judgments, fines, settlements, and other amounts arising from or relating to any claim, demand, action, suit, or proceeding (whether civil, criminal, administrative, or investigative) in which the Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of the Indemnified Person's status as a Member, Manager, officer, employee, or agent of the Company, or by reason of any action alleged to have been taken or omitted by the Indemnified Person in such capacity; provided, however, that no Indemnified Person shall be entitled to indemnification hereunder to the extent that such losses, claims, damages, or liabilities are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Indemnified Person's fraud, willful misconduct, or gross negligence.

(b) Limitation of Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member or Manager. To the fullest extent permitted by the Act and other applicable law, no Member or Manager shall be liable to the Company or to any other Member for any act or omission performed or omitted in good faith on behalf of the Company and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, except for any act or omission constituting fraud, willful misconduct, or gross negligence.

(c) Standard of Care. Each Member and Manager shall discharge such Person's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Person reasonably believes to be in the best interests of the Company. A Member or Manager who so performs such duties shall not have any liability by reason of being or having been a Member or Manager of the Company.

(d) Reliance. In performing their duties, Members and Managers shall be entitled to rely in good faith on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by: (i) one or more officers, employees, or agents of the Company whom the Member or Manager reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants, or other persons as to matters the Member or Manager reasonably believes are within such person's professional or expert competence; or (iii) a committee of Members or Managers on which the Member or Manager does not serve, as to matters within the committee's designated authority.

(e) Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by such Person in such capacity, or arising out of such Person's status as a Member, Manager, officer, employee, or agent of the Company, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section.

17.AMENDMENTS

(a) Amendment Procedure. This Agreement may be amended or modified only by a written instrument executed by all Members. No oral amendment, modification, or waiver of any provision of this Agreement shall be effective.

(b) Notice of Proposed Amendment. Prior to the adoption of any amendment, the Member proposing such amendment shall deliver to each Member a written copy of the proposed amendment, together with a description of the purpose and effect of such amendment, not less than fifteen (15) days prior to any vote or solicitation of written consent with respect thereto.

(c) Amendments Affecting Individual Members. Notwithstanding the foregoing, no amendment shall alter or modify the Percentage Interest, Capital Account, or economic rights of any Member without the prior written consent of such affected Member.

(d) Ministerial Amendments. The Members may make ministerial amendments to this Agreement without the approval of the Members, including amendments to reflect the admission or withdrawal of Members, changes in Member addresses, and other administrative changes, provided that such amendments do not adversely affect the substantive rights of any Member.

18.GENERAL PROVISIONS

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of Virginia, and each Member hereby irrevocably submits to the personal jurisdiction and venue of such courts.

(b) Entire Agreement. This Agreement, together with all exhibits, schedules, and addenda attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Company.

(c) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the Members hereby waive any provision of law that renders any provision of this Agreement invalid, illegal, or unenforceable in any respect.

(d) Waiver. No failure or delay by any Member in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies that any Member may otherwise have at law or in equity.

(e) Notices. All notices, requests, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of personal delivery to the Member to whom notice is directed; (ii) on the business day after delivery to a nationally recognized overnight courier service, with delivery charges prepaid; (iii) on the third (3rd) business day after mailing by certified or registered mail, return receipt requested, postage prepaid; or (iv) on the date of transmission if sent by electronic mail with confirmation of receipt. Notices shall be addressed to each Member at the address set forth in the schedule of Members attached hereto or at such other address as a Member may designate by written notice to the Company.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including by PDF) shall have the same force and effect as original signatures.

(g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

(h) Headings. The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.

(i) Construction. This Agreement has been negotiated by the Members and their respective counsel. This Agreement shall not be construed for or against any Member by reason of the authorship or alleged authorship of any provision hereof. The use of the word "including" in this Agreement shall be construed to mean "including, without limitation." References to "Sections" are to sections of this Agreement unless otherwise specified. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other genders, as the context requires.