OPERATING AGREEMENT
of
Barrister Energy, LLC
This Operating Agreement (this "Agreement") of Barrister Energy, LLC (the "LLC") is made by Andrew S. Cardwell, Sole Member.
RECITAL
The undersigned, Andrew S. Cardwell, as the sole Member of the LLC agrees to conduct its business in accordance with the provisions of this Agreement.
TERMS OF AGREEMENT
1.Name and Address.The name of the LLC shall be Barrister Energy, LLC and its principal office shall be 110 S. Oak Avenue, Heidelberg, MS 39439, or at such other place as the Member shall determine at a later date. The mailing address of the Barrister Energy, LLC shall be
P.O. Box 967, Heidelberg, MS 39439, or at such other place as the Member shall determine at a later date.
2.Purpose.The LLC is organized to acquire and develop oil and gas assets. The LLC may enter into, make and perform all contracts and all other undertakings and engage in any and all transactions the Member may deem necessary or advisable to carry out its purposes.
3.Term and Fiscal Year.The LLC shall continue until terminated pursuant to Section 11. The fiscal and taxable year of the LLC shall end on December 31.
4.Member Accounts.The LLC shall maintain separate records of account for each Member to record each Member's contributions, withdrawals and share of the LLC's net profits or net losses including unrealized profits and losses calculated in a manner consonant with approved accounting standards.
5.Capital Contributions.The initial capital contribution by the Member to the LLC was $100.00.
6.Profits and Losses.All profits and losses will be accounted for by the Member on the books of the LLC, distributed to the Member or reinvested in the business.
7.Managing Member.The general management, control, and conduct of the LLC's business shall be conducted by the sole Member. The Member will execute all legal documents for the LLC as the Managing Member of the LLC.
8.Additional Members.Additional Members may be admitted to the LLC under such terms and conditions (including capital contributions) as shall be determined at said time by the sole Member. If additional members are admitted this Operating Agreement will be amended to cover that change.
1.
Exhibit 3.1.2 Barrister Articles of Organization
9.Assignment of Interests.The interest of thesoleMember may be assigned or transferred inwhole orin part.
10.Causes for Termination.The LLCshallbe terminated upon theearlierof:
10.1The vote of thesoleMember to terminate the LLC;
I 0.2The death of thesole Memberprior tothe addition ofotherMembers;or
10.3The decree of any courtofcompetent jurisdiction directing the dissolution ortermination of theLLC.
11.Liquidation.TheLLCshallbe liquidated upon its terminationandproceeds thereofapplied:
11.1Firstto the paymentof thedebts,liabilitiesandobligations of the LLCand tothecosts and expenses of the liquidation;
11.2To the establishment ofsuchreserves,if any, deemed reasonablynecessary forany contingent or unforeseen debts,liabilities orobligationsof the LLC;
11.3Tothe pro rata retirement ofeach Member's capital account. The liquidationshallbeadministeredby thesoleMember,exceptthatshould the Member be deceased, the liquidationshallbeadministeredby hisExecutororAdministrator.
12.Agent for Process.Andrew S. Cardwell is designated as the agentforservice of process.
13.Amendments.ThisAgreement may be amendedatany time by thesoleMember.
EXECUTION
Intendingtobe legally bound,the soleMemberexecutedthisAgreementand it came intofull force and effectin accordancewithits terms as of the 13th dayofJune, 2014.
/s/ Andrew S. Cardwell
Andrew S. Cardwell, Sole Member
/s/ Andrew S. Cardwell
Andrew S. Cardwell, Sole Member
