Goodwin Procter LLP

This document and the other form legal documents provided by Goodwin Procter LLP for use in the
Stanford GSB Search Fund Primer are intended for illustrative purposes only and should not be used
without consulting an attorney. If you have questions about these documents, or if you want to discuss
Goodwin’s search fund practice or search funds generally, please reach out to any of the following:

Jon Herzog, Partner, Boston – [email protected]; 617-570-1109

Steve Lee, Partner, Los Angeles – [email protected]; 213-289-7710
Andy Lock, Partner, Boston – [email protected]; 617-570-1162
Peter Hanoian, Partner, Boston – [email protected]; 617-570-3965

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 [NAME OF LLC]

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this “Agreement”) is executed as of [________],

201[_] for the purpose of establishing procedures for governing a limited liability company pursuant to
the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), by [Your Name] (the
“Member”).

1. Name. The name of the limited liability company formed hereby is “[________]” (the
“Company”).

2. Formation. The Company has been formed by the filing of the Certificate of Formation
of the Company with the Secretary of State of the State of Delaware. A copy of the Certificate of
Formation is attached as Exhibit A and is incorporated into this Agreement.

3. Purpose. The Company shall have authority to engage in any lawful business, purpose or
activity permitted by the Act. The Company shall possess and may exercise all of the powers and
privileges granted by the Act or by any other law or by this Agreement, together with any powers
incidental thereto, including such powers or privileges as are necessary or convenient to the conduct,
promotion or attainment of the business, purposes or activities of the Company.

4. Registered Office and Registered Agent. The Company’s registered office in the State of
Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the
Company for service of process at such address is The Corporation Trust Company.

5. Member. The principal office of the Member is currently located at [__________].

6. Powers. The business and affairs of the Company shall be managed by the Member. The
Member shall have the power and authority to do any and all acts necessary or convenient to or for the
furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by
members under the Act or any other law.

7. Capital; Percentage Interest. The Member owns one hundred percent (100%) of the
interest in the Company and may contribute capital to the Company in amounts and at times as the
Member may deem appropriate.

8. Officers. The Member may designate one or more officers of the Company and shall
have the discretion to determine the duties of all such officers of the Company.

9. Distributions. Distributions of cash or other assets of the Company will be made at times
and in amounts as the Member may determine.

10. Taxes. The Company currently intends to elect to be taxed as a partnership.

11. Limitation on Liability. Except as specifically required by the Act, no Member of the
Company shall be obligated personally for any debt, obligation or liability of the Company, whether
arising in contract, tort or otherwise. The failure of the Company to observe any formalities or
requirements relating to the exercise of its powers or the management of its business or affairs under this

ACTIVE/88846938.1
Agreement or the Act shall not be grounds for making the Member responsible for the obligations or
liabilities of the Company.

12. Exculpation and Indemnification.

(a) The Member shall not have any personal liability whatsoever to the Company on
account of the Member’s status as a Member or by reason of such Member’s acts or omissions in
connection with the conduct of the business of the Company.

(b) The Company shall indemnify and hold harmless the Member against any and all
losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation,
legal and other reasonable expenses incurred in connection with, and any amounts paid in
settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that the
Member may at any time become subject to or liable for by reason of (a) the formation, operation
or termination of the Company, or (b) the Member’s acting as a member or manager under this
Agreement. This indemnification includes, without limitation, losses, claims, damages, expenses
and liabilities arising out of the Member’s negligence, gross negligence or breach of duty.

(c) The contract rights to indemnification and to the advancement of expenses

conferred in this Section 12 shall not be exclusive of any other right that any person may have or
hereafter acquire under any statute, agreement, vote of the Member or otherwise.

13. Dissolution. The Company has perpetual existence, except as provided in § 18-801 of the
Act.

14. Governing Law. This Agreement shall be governed by and construed in accordance with
the domestic laws of the State of Delaware. In the event of any conflict between any provision of this
Agreement and any non-mandatory provision of the Act, the provision of this Agreement shall control.

[Remainder of Page Intentionally Left Blank]

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ACTIVE/88846938.1
 IN WITNESS WHEREOF, the Member has caused this Agreement to be duly executed as of the
day and year first above written.

MEMBER:

_________________________________
[Your Name]

MANAGER:

_________________________________
[Your Name]

[Signature Page to Operating Agreement of [________]]

ACTIVE/88846938.1
 Exhibit A

Certificate of Formation

4
ACTIVE/88846938.1