MSG Transportation, LLC

This Operating Agreement (the “Agreement”) made and entered into this _ day of _______, __ (the “Execution Date”) BETWEEN:
Member A of Insert Member A’s Address, and
Member B of Insert Member B’s Address
(individually the “Member” and collectively the “Members”).

A. The Members wish to associate themselves as members of a limited liability company.
B. The terms and conditions of this Agreement will govern the Members within the limited
liability company.
IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and
other valuable consideration, the receipt and sufficiency of which is acknowledged, the Members
agree as follows:

  1. By this Agreement, the Members form a Limited Liability Company (the “Company”) in
    accordance with the laws of the State of Texas. The rights and obligations of the
    Members will be as stated in the Texas Limited Liability Company Act (the “Act”)
    except as otherwise provided in this agreement.


  1. The name of the Company will be MSG Transportation, LLC.


  1. The purpose of this company is to buy trucks for use by Blair Co. Logistics operations,
    building a fleet of trucks to support over the road (OTR) trucking, local contract trucking
    and medium large corporation contracts.


  1. The Company will continue until terminated as provided in this Agreement or may
    dissolve under conditions provided in the Act.

Place of Business

  1. The Principal Office of the Company will be located at Insert Company’s Head Office
    Address or such other place as the Members may from time to time designate.

Capital Contributions

  1. The following is a list of all Members and their Initial Contributions to the Company.
    Each of the Members agree to make their Initial Contributions to the Company in full,
    according to the following terms:
    Member A – $10,000.00 in cash
    Member B – $10.000.00 in cash
  2. Each member will bear financial responsibility only for the individual truck they partner
    to purchase.

Allocation of Profits/Losses

  1. Subject to the other provisions of this Agreement, the Net Profits or Losses, for
    accounting purposes, will accrue to and be borne by the Members in equal proportions.
  2. Each Member will receive an equal share of any Distribution.
  3. No Member will have priority over any other Member for the distribution of Net Profits
    or Losses.

Nature of Interest

  1. A Member’s Interest in the Company will be considered personal property.

Withdrawal of Contribution

  1. No Member will withdraw any portion of their Capital Contribution without the
    unanimous consent of the other Members.

Liability for Contribution

  1. A Member’s obligation to make their required Capital Contribution can only be
    compromised or released with the consent of all remaining Members or as otherwise
    provided in this Agreement. If a Member does not make the Capital Contribution when it
    is due, he is obligated at the option of any remaining Members to contribute cash equal to
    the agreed value of the Capital Contribution. This option is in addition to and not in lieu
    of any others rights, including the right to specific performance that the Company may
    have against the Member.

Additional Contributions

  1. Capital Contributions may be amended from time to time, according to the business
    needs of the Company. However, if additional capital is determined to be required and an
    individual Member is unwilling or unable to meet the additional contribution requirement
    within a reasonable period, the remaining Members may contribute in proportion to their
    existing Capital Contributions to resolve the amount in default. In such case, the
    allocation of Net Profits or Losses and the distribution of assets on dissociation or
    dissolution will be adjusted accordingly.
  2. Any advance of money to the Company by any Member in excess of the amounts
    provided for in this Agreement or subsequently agreed to, will be deemed a debt due
    from the Company rather than an increase in the Capital Contribution of the Member.
    This liability will be repaid with interest at such rates and times to be determined by a
    majority of the Members. This liability will not entitle the lending Member to any
    increased share of the Company’s profits nor to a greater voting power. Repayment of
    such debts will have priority over any other payments to Members.

Capital Accounts

  1. An individual capital account (the “Capital Account”) will be maintained for each
    Member and their Initial Contributions will be credited to this account. Any Additional
    Contributions made by any Member will be credited to that Member’s individual Capital

Interest on Capital

  1. No borrowing charge or loan interest will be due or payable to any Member on their
    agreed Capital Contribution inclusive of any agreed Additional Contributions.


  1. Management of this Company is vested in the Members.

Authority to Bind Company

  1. Only the President of the Company has the authority to bind the Company in contract.

Duty of Loyalty

  1. While a person is a Member of the Company, and for a period of at least one year after
    that person ceases to be a Member, that person will not carry on, or participate in a
    similar business to the business of the Company within any market regions that were

established or contemplated by the Company before or during that person’s tenure as

Duty to Devote Time

  1. Each Member will devote such time and attention to the business of the Company as the
    majority of the Members will from time to time reasonably determine for the conduct of
    the Company’s business.

Member Meetings

  1. A meeting may be called by any Member providing that reasonable notice has been given
    to the other Members.
  2. Regular meetings of the Members will be held only as required.

Admission of New Members

  1. The Company shall admit new members in future.

Voluntary Withdrawal of a Member

  1. Any Member will have the right to voluntarily withdraw from the Company. Written
    notice of intention to withdraw must be served upon the remaining Members at least one
    month prior to withdrawal.
  2. The voluntary withdrawal of a Member will have no effect upon the continuance of the
  3. It remains incumbent on the withdrawing Member to exercise this dissociation in good
    faith and to minimize any present or future harm done to the remaining Members as a
    result of the withdrawal.

Involuntary Withdrawal of a Member

  1. Events leading to the involuntary withdrawal of a Member from the Company will
    include but not be limited to: death of a Member: Member mental incapacity: Member
    disability preventing reasonable participation in the Company: Member incompetence;
    breach of fiduciary duties by a Member; criminal conviction of a Member: Operation of
    Law against a Member or a legal judgment against a Member that can reasonably be
    expected to bring the business or societal reputation of the Company into disrepute.
    Expulsion of a Member can also occur on application by the Company or another
    Member, where it has been judicially determined that the Member: has engaged in
    wrongful conduct that adversely and materially affected the Company’s business: has
    disrepute. Expulsion or a member can also occur on application by the company or
    another member, where it nas been judicially determined that the Member: has engaged
    in wrongful conduct that adversely and materially affected the Company’s business: has
    willfully or persistently committed a material breach of this Agreement or of a duty owed
    to the Company or to the other Members; or has engaged in conduct relating to the
    Company’s business that makes it not reasonably practicable to carry on the business with
    the Member.
  2. The involuntary withdrawal of a Member will have no effect upon the continuance of the

Dissociation of a Member

  1. In the event of either a voluntary or involuntary withdrawal of a Member, if the
    remaining Members elect to purchase the interest of the withdrawing Member, the
    remaining Members will serve written notice of such election, including the purchase
    price and method and schedule of payment for the withdrawing Member’s Interests, upon
    the withdrawing Member, their executor, administrator, trustee, committee or analogous
    fiduciary within a reasonable period after acquiring knowledge of the change in
    circumstance to the affected Member. The purchase amount of any buyout of a Member’s
    Interests will be determined as set out in the Valuation of Interest section of this
  2. Valuation and distribution will be determined as described in the Valuation of Interest
    section of this Agreement.
  3. The remaining Members retain the right to seek damages from a dissociated Member
    where the dissociation resulted from a malicious or criminal act by the dissociated
    Member or where the dissociated Member had breached their fiduciary duty to the
    Company or was in breach of this Agreement or had acted in a way that could reasonably
    be foreseen to bring harm or damage to the Company or to the reputation of the Company
  4. A dissociated Member will only have liability for Company obligations that were
    incurred during their time as a Member. On dissociation of a Member, the Company will
    prepare, file, serve, and publish all notices required by law to protect the dissociated
    Member from liability for future Company obligations.
  5. Where the remaining Members have purchased the interest of a dissociated Member, the
    purchase amount will be paid in full, but without interest, within 90 days of the date of
    withdrawal. The Company will retain exclusive rights to use of the trade name and firm
    name and all related brand and model names of the Company.

Right of First Purchase

  1. In the event that a Member’s Interest in the Company is or will be sold, due to any reason,
    the remaining Members will have a right of first purchase of that Member’s Interest. The
    value of that interest in the Company will be the lower of the value set out in the
    Valuation of Interest section of this Agreement and any third party offer that the Member
    wishes to accept.

Assignment of Interest

  1. In the event that a Member’s interest in the company is transferred or assigned as the
    result of a court order or Operation of Law, the trustee in bankruptcy or other person
    acquiring that Member’s Interests in the Company will only acquire that Member’s
    economic rights and interests and will not acquire any other rights of that Member or be

admitted as a Member of the Company or have the right to exercise any management or
voting interests.
Valuation of Interest

  1. In the event of a dissociation or the dissolution of the Company, each Member will have
    an equal financial interest in the Company.
  2. In the absence of a written agreement setting a value, the value of the Company will be
    based on the fair market value appraisal of all Company assets (less liabilities)
    determined in accordance with generally accepted accounting principles (GAAP). Thisin
    the absence of a written agreement setting a value, the value of the company will be
    based on the fair market value appraisal OI all Company assets (less liabilities)
    determined in accordance with generally accepted accounting principles (GAAP). This
    appraisal will be conducted by an independent accounting firm agreed to by all Members.
    An appraiser will be appointed within a reasonable period of the date of withdrawal or
    dissolution. The results of the appraisal will be binding on all Members. The intent of this
    section is to ensure the survival of the Company despite the withdrawal of any individual
  3. No allowance will be made for goodwill, trade name, patents or other intangible assets,
    except where those assets have been reflected on the Company books immediately prior
    to valuation.


  1. The Company may be dissolved by a unanimous vote of the Members. The Company
    will also be dissolved on the occurrence of events specified in the Act.
  2. Upon Dissolution of the Company and liquidation of Company property, and after
    payment of all selling costs and expenses, the liquidator will distribute the Company
    assets to the following groups according to the following order of priority:
    a) in satisfaction of liabilities to creditors except Company obligations to current
    b) in satisfaction of Company debt obligations to current Members, and then

c) to the Members based on Member financial interest, as set out in the Valuation of
Interest section of this Agreement.


  1. The Company will at all times maintain accurate records of the following:
    a. Information regarding the status of the business and the financial condition of the
    b. A copy of the Company federal, state, and local income taxes for each year,
    promptly after becoming available
    c. Name and last known business, residential, or mailing address of each Member,
    as well as the date that person became a Member
    d. A copy of this Agreement and any articles or certificate of formation, as well as
    all amendments, together with any executed copies of any written powers of
    attorney pursuant to which this Agreement, articles or certificate, and any
    amendments have been executed.
    e. The cash, property, and services contributed to the Company by each Member,
    along with a description and value, and any contributions that have been agreed to
    be made in the future.
  2. Each Member has the right to demand, within a reasonable period of time, a copy of any
    of the above documents for any purpose reasonably related to their interest as a Member
    of the Company, at their expense.

Books of Account

  1. Accurate and complete books of account of the transactions of the Company will be kept
    in accordance with generally accepted accounting principles (GAAP) and at all
    reasonable times will be available and open to inspection and examination by any
    Member. This will be done using digital accounting software. The books and records of

the Company will reflect all the Company’s transactions and will be appropriate and
adequate for the business conducted by the Company.

Banking and Company Funds

  1. The funds of the Company will be placed in such investments and banking accounts as
    will be designated by the Members. All withdrawals from these accounts will be made by
    the duly authorized agent or agents of the Company as appointed by unanimous consent
    of the Members. Company funds will be held in the name of the Company and will not be
    commingled with those of any other person or entity.


  1. Any of the Members will have the right to request an audit of the Company books. The
    cost of the audit will be borne by the Company. The audit will be performed by an
    accounting firm acceptable to all the Members. Not more than one (1) audit will be
    required by any or all of the Members for any fiscal year.

Tax Treatment

  1. This Company is intended to be treated as a corporation, for the purposes of Federal and
    State Income Tax.

Annual Report

  1. As soon as practicable after the close of each fiscal year, the Company will furnish to
    each Member an annual report showing a full and complete account of the condition of
    the Company including all information as will be necessary for the preparation of each
    Member’s income or other tax returns. This report will consist of at least:
    a. A copy of the Company’s federal income tax returns for that fiscal year.
    b. Income statement.

c. Balance sheet.
d. Cash flow statement.
e. A breakdown of the profit and loss attributable to each Member.


  1. The goodwill of the Company will be assessed at an amount to be determined by
    appraisal using generally accepted accounting principles (GAAP).

Governing Law

  1. The Members submit to the jurisdiction of the courts of the State of Texas for the
    enforcement of this Agreement or any arbitration award or decision arising from this

Force Majeure

  1. A Member will be free of liability to the Company where the Member is prevented from
    executing their obligations under this Agreement in whole or in part due to force majeure,
    such as earthquake, typhoon, flood, fire, and war or any other unforeseen and
    uncontrollable event where the Member has communicated the circumstance of the event
    to any and all other Members and where the Member has taken any and all appropriate
    action to satisfy his duties and obligations to the Company and to mitigate the effects of
    the event.

Forbidden Acts

  1. No Member may do any act in contravention of this Agreement.
  2. No Member may permit, intentionally or unintentionally, the assignment of express,
    implied or apparent authority to a third party
  3. No Member may permit intentionally or unintentionally, the assignment of express,
    implied or apparent authority to a third party that is not a Member of the Company.
  4. No Member may do any act that would make it impossible to carry on the ordinary
    business of the Company.
  5. No Member will have the right or authority to bind or obligate the Company to any extent
    with regard to any matter outside the intended purpose of the Company.
  6. No Member may confess a judgment against the Company.
  7. Any violation of the above forbidden acts will be deemed an Involuntary Withdrawal and
    may be treated accordingly by the remaining Members.


  1. All Members will be indemnified and held harmless by the Company from and against
    any and all claims of any nature, whatsoever arising out of a Member’s participation in
    Company affairs. A Member will not be entitled to indemnification under this section for
    liability arising out of gross negligence or willful misconduct of the Member or the
    breach by the Member of any provisions of this Agreement.


  1. A Member or any employee will not be liable to the Company or to any other Member
    for any mistake or error in judgment or for any act or omission believed in good faith to
    be within the scope of authority conferred or implied by this Agreement or the Company.
    The Member or employee will be liable only for any and all acts and omissions involving
    intentional wrongdoing.

Liability Insurance

  1. The Company may acquire insurance on behalf of any Member, employee, agent or other
    person engaged in the business interest of the Company against any liability asserted
    against them or incurred by them while acting in good faith on behalf of the Company.

Life Insurance

  1. The Company will have the right to acquire life insurance on the lives of any or all of the
    Members, whenever it is deemed necessary by the Company. Each Member will
    cooperate fully with the Company in obtaining any such policies of life insurance.

Amendment of this Agreement

  1. No amendment or modification of this Agreement will be valid or effective unless in
    writing and signed by all Members.

Title to Company Property

  1. Title to all Company property will remain in the name of the Company. No Member or
    group of Members will have any ownership interest in Company property in whole or in


  1. Time is of the essence in this Agreement
  2. This Agreement may be executed in counterparts.
  3. Headings are inserted for the convenience of the Members only and are not to be
    considered when interpreting this Agreement. Words in the singular mean and include the
    plural and vice versa. Words in the masculine gender include the feminine gender and
    vice versa. Words in a neutral gender include the masculine gender and the feminine
    gender and vice versa.
  4. If any term, covenant, condition or provision of this Agreement is held by a court of
    competent jurisdiction to be invalid, void or unenforceable, it is the Members’ intent that
    such provision be reduced in scope by the court only to the extent deemed necessary by
    that court to render the provision reasonable and enforceable and the remainder of the
    provisions of this Agreement will in no way be affected, impaired or invalidated as a
  5. This Agreement contains the entire agreement between the Members. All negotiations
    and understandings have been included in this Agreement. Statements or representations
    that may have been made by any Member during the negotiation stages of this
    Agreement, may in some way be inconsistent with this final written Agreement. All such
    statements have no force or effect in respect to this Agreement. Only the written terms of
    this Agreement will bind the Members.
  6. This Agreement and the terms and conditions contained in this Agreement apply to and
    are binding upon each Member’s successors, assigns, executors, administrators,
    beneficiaries, and representatives.
  7. Any notices or delivery required here will be deemed completed when hand-delivered.
    delivered by agent, or seven (7) days after being placed in the post, postage prepaid to the
    Members at the addresses contained in this Agreement or as the Members may later
    designate in writing.
  8. being placed in the post, postage prepaid, to the Members at the addresses contained in
    this Agreement or as the Members may later designate in writing.
  9. All of the rights, remedies and benefits provided by this Agreement will be cumulative
    and will not be exclusive of any other such rights, remedies and benefits allowed by law.


  1. For the purpose of this Agreement, the following terms are defined as follows:
    a. “Additional Contribution” means Capital Contributions, other than Initial
    Contributions, made by Members to the Company.
    b. “Capital Contribution” means the total amount of cash, property, or services
    contributed to the Company by any one Member
    c. “Distributions” means a payment of Company profits to the Members.
    d. “Initial Contribution” means the initial Capital Contributions made by any
    Member to acquire an interest in the Company.

e. “Member’s Interests” means the Member’s collective rights, including but not
limited to, the Member’s right to share in profits, Member’s right to a share of
Company assets on dissolution of the Company, Member’s voting rights, and
Member’s rights to participate in the management of the Company.
f. “Net Profits or Losses” means the net profits or losses of the Company as
determined by generally accepted accounting principles (GAAP).
g. “Operation of Law” means rights or duties that are cast upon a party by the law,
without any act or agreement on the part of the individual, including, but not
limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.
h. “Principal Office” means the office whether inside or outside the State of Texas
where the executive or management of the Company maintain their primary
i. “Voting Members” means the Members who belong to a membership class that
has voting power. Where there is only one class of Members, then those Members
constitute the Voting Members.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal
on this _ day of ____________, __.

SIGNED, SEALED, AND DELIVERED in the presence of:
Witness Name:

Member A (Member)

SIGNED, SEALED, AND DELIVERED in the presence of:

Witness: Witness Name:


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