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$32	Preview Full Doc	2005	Operating Agreement Operating Agreement (13K) Doc #476419: Click preview link for longer preview. OPERATING AGREEMENT This Operating Agreement (this "Agreement") is made as of June 27, 2002, by M.G.A., Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On June 27, 2001, a Certificate of Formation (the "Certificate") of M.G.A. Realty I, LLC (the "Company") was filed in the Office of the Delaware Secretary of State. B. The Member desires to ratify and approve the Certificate, adopt and approve this Agreement as the operating agreement of the Company, and . . . 476419	Hollywood Enter. Hollywood Entertainment Corp. ( Recreational Activities )
$32	Preview Full Doc	2005	Operating Agreement Operating Agreement (14K) Doc #476421: Click preview link for longer preview. OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the "Corporation"), was filed in the Office of the Delaware Secretary of State for the purpose of . . . 476421	Hollywood Enter. Hollywood Entertainment Corp. ( Recreational Activities ) ;	Movie Gallery, Inc. Movie Gallery, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Movie Gallery, Inc – OF M.G. DIGITAL, LLC {TEXT} {PAGE} EXHIBIT 3.12 OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc ., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the " _____________ Movie Gallery, Inc – Amendments. The Certificate and this Agreement may be amended at any time by the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above. Movie Gallery, Inc . By: --------------------------------- Its: ----------------------------- -------------------------------------------------------------------------------- OPERATING AGREEMENT OF PAGE -5- M.G. DIGITAL, LLC {/TEXT} {/DOCUMENT} _____________ dt 1510382
$49	Preview Full Doc	2003	Operating Agreement Operating Agreement (93K) Doc #1108527: Click preview link for longer preview. LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF OPEN WHEEL RACING SERIES LLC DATED AS OF AUGUST 15, 2003 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> . . . 1108527	CART Championship Auto Racing Teams Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Championship Auto Racing Teams, Inc – as the Board of Managers shall deem advisable. 3.3 Purpose. The Company is organized for the objects and purposes of: (a) acquiring all of the outstanding capital stock of Championship Auto Racing Teams, Inc ., a Delaware corporation, or "CART" (the "Proposed Acquisition"); (b) entering into, making and performing all such contracts and other undertakings and engaging in all such activities and transactions, as _____________ dt 1722943
$36	Preview Full Doc	2005	Operating Agreement Operating Agreement (15K) Doc #1632260: Click preview link for longer preview. OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the "Corporation"), was filed in the Office of the Delaware Secretary of State for the purpose of . . . 1632260	Hollywood Management Hollywood Management Co ;	Movie Gallery, Inc. Movie Gallery, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Movie Gallery, Inc – LLC <TEXT> <PAGE> EXHIBIT 3.12 OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc ., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the " _____________ Movie Gallery, Inc – Amendments. The Certificate and this Agreement may be amended at any time by the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above. Movie Gallery, Inc . By: --------------------------------- Its: ----------------------------- -------------------------------------------------------------------------------- OPERATING AGREEMENT OF PAGE -5- M.G. DIGITAL, LLC </TEXT> </DOCUMENT> _____________ dt 1510385
$46	Preview Full Doc	2002	Operating Agreement Operating Agreement (88K) Doc #1634863: Click preview link for longer preview. OPERATING AGREEMENT OF TICKETS2NITE, LLC A NEVADA LIMITED LIABILITY COMPANY <PAGE> TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS...............................................1 1.1 "Act"...........................................................1 1.2 "Adjusted Capital Account".... . . . 1634863	Cinema Ride, Inc. Cinema Ride, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Cinema Ride, Inc – Multiple Counterparts..........................................22 -iv- <PAGE> OPERATING AGREEMENT OF TICKETS2NITE, LLC A NEVADA LIMITED LIABILITY COMPANY This Operating Agreement is made as of September 24, 2002, by and between Cinema Ride, Inc ., a Delaware corporation ("Cinema Ride"), and Entasis LLC, a Delaware limited liability company ("HK LLC") as successor to Tickets2Nite, Inc., a Nevada corporation ("HK Inc.") (each, a "Member" and _____________ Cinema Ride, Inc – concurrently with the execution hereof shall be equal to the amount set forth as each Member's Capital Account balance on Exhibit "A" attached hereto. 1.11 "CINEMA RIDE" means Cinema Ride, Inc ., a Delaware corporation, or any permitted successor-in-interest to its entire Membership Interest. 1.12 "CODE" means the Internal Revenue Code of 1986, and as amended. 1.13 " _____________ Cinema Ride, Inc – PAGE> IN WITNESS WHEREOF, all of the Members of TICKETS2NITE, LLC, a Nevada limited liability company, have executed this Agreement, effective as of the date first written above. MEMBER: Cinema Ride, Inc ., a Delaware corporation By: /s/ MITCH FRANCIS ------------------------------- Name: Mitch Francis Title: President MEMBER: Entasis LLC, a Delaware limited liability company By: /s/ HAL KOLKER ------------------------------- Name: Hal Kolker Title: Manager - _____________ Cinema Ride, Inc – s Member's Capital Percentage Capital MEMBER'S NAME MEMBER'S ADDRESS CONTRIBUTION INTEREST ACCOUNT <S> <C> <C> <C> <C> Cinema Ride, Inc . 12001 Ventura Place, $200,000 1) 50% $200,000 Suite 340 3) Studio City, Nevada 91604 Entasis LLC _________________ $200,000 2) 50% $200,000 _________________ 3) </TABLE& _____________ dt 1667491 ;	TIX TIX Corp
$52	Preview Full Doc	2002	Operating Agreement Operating Agreement (88K) Doc #1634864: Click preview link for longer preview. <TEXT> OPERATING AGREEMENT OF TICKETS2NITE, LLC A NEVADA LIMITED LIABILITY COMPANY <PAGE> TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS...............................................1 1.1 "Act".............................. . . . 1634864	Cinema Ride, Inc. Cinema Ride, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Cinema Ride, Inc – Multiple Counterparts..........................................22 -iv- <PAGE> OPERATING AGREEMENT OF TICKETS2NITE, LLC A NEVADA LIMITED LIABILITY COMPANY This Operating Agreement is made as of September 24, 2002, by and between Cinema Ride, Inc ., a Delaware corporation ("Cinema Ride"), and Entasis LLC, a Delaware limited liability company ("HK LLC") as successor to Tickets2Nite, Inc., a Nevada corporation ("HK Inc.") (each, a "Member" and _____________ Cinema Ride, Inc – concurrently with the execution hereof shall be equal to the amount set forth as each Member's Capital Account balance on Exhibit "A" attached hereto. 1.11 "CINEMA RIDE" means Cinema Ride, Inc ., a Delaware corporation, or any permitted successor-in-interest to its entire Membership Interest. 1.12 "CODE" means the Internal Revenue Code of 1986, and as amended. 1.13 " _____________ Cinema Ride, Inc – s Member's Capital Percentage Capital MEMBER'S NAME MEMBER'S ADDRESS CONTRIBUTION INTEREST ACCOUNT <S> <C> <C> <C> <C> Cinema Ride, Inc . 12001 Ventura Place, $200,000 1) 50% $200,000 Suite 340 3) Studio City, Nevada 91604 Entasis LLC _________________ $200,000 2) 50% $200,000 _________________ 3) </TABLE& _____________ dt 1667492 ;	TIX TIX Corp
$37	Preview Full Doc	2005	Operating Agreement Operating Agreement (15K) Doc #1641243: Click preview link for longer preview. OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the "Corporation"), was filed in the Office of the Delaware Secretary of State for the purpose of . . . 1641243	Movie Gallery Movie Gallery Inc ;	Movie Gallery, Inc. Movie Gallery, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Movie Gallery, Inc – LLC <TEXT> <PAGE> EXHIBIT 3.12 OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc ., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the " _____________ Movie Gallery, Inc – Amendments. The Certificate and this Agreement may be amended at any time by the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above. Movie Gallery, Inc . By: --------------------------------- Its: ----------------------------- -------------------------------------------------------------------------------- OPERATING AGREEMENT OF PAGE -5- M.G. DIGITAL, LLC </TEXT> </DOCUMENT> _____________ dt 1510389
$57	Preview Full Doc	2003	Operating Agreement Operating Agreement (93K) Doc #1890115: Click preview link for longer preview. LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF OPEN WHEEL RACING SERIES LLC DATED AS OF AUGUST 15, 2003 TABLE OF CONTENTS Page ---- . . . 1890115	CART Championship Auto Racing Teams Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Championship Auto Racing Teams, Inc – as the Board of Managers shall deem advisable. 3.3 Purpose. The Company is organized for the objects and purposes of: (a) acquiring all of the outstanding capital stock of Championship Auto Racing Teams, Inc ., a Delaware corporation, or "CART" (the "Proposed Acquisition"); (b) entering into, making and performing all such contracts and other undertakings and engaging in all such activities and transactions, as _____________ dt 1582463 ;	Open Wheel Racing Series Open Wheel Racing Series LLC
$41	Preview Full Doc	2005	Operating Agreement Operating Agreement (15K) Doc #1900300: Click preview link for longer preview. OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the "Corporation"), was filed in the Office of the Delaware Secretary of State for the purpose of . . . 1900300	M.G.A. Realty I M.G.A. Realty I, LLC ;	Movie Gallery, Inc. Movie Gallery, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Movie Gallery, Inc – OF M.G. DIGITAL, LLC {TEXT} {PAGE} EXHIBIT 3.12 OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc ., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the " _____________ Movie Gallery, Inc – Amendments. The Certificate and this Agreement may be amended at any time by the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above. Movie Gallery, Inc . By: --------------------------------- Its: ----------------------------- -------------------------------------------------------------------------------- OPERATING AGREEMENT OF PAGE -5- M.G. DIGITAL, LLC {/TEXT} {/DOCUMENT} _____________ dt 1510395
$37	Preview Full Doc	2005	Operating Agreement Operating Agreement (15K) Doc #1906701: Click preview link for longer preview. OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the "Corporation"), was filed in the Office of the Delaware Secretary of State for the purpose of . . . 1906701	M.G. Digital M.G. Digital, LLC ;	Movie Gallery, Inc. Movie Gallery, Inc. ( Recreational Activities ) As referenced in this Operating Agreement: Movie Gallery, Inc – OF M.G. DIGITAL, LLC {TEXT} {PAGE} EXHIBIT 3.12 OPERATING AGREEMENT OF M.G. DIGITAL, LLC This Operating Agreement (this "Agreement") is made as of September 23, 2004, by Movie Gallery, Inc ., a Delaware corporation (the "Member"), with reference to the following facts: A. On September 22, 2004, a Certificate of Conversion of M.G. Digital, Inc., a Delaware corporation (the " _____________ Movie Gallery, Inc – Amendments. The Certificate and this Agreement may be amended at any time by the Member. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date written above. Movie Gallery, Inc . By: --------------------------------- Its: ----------------------------- -------------------------------------------------------------------------------- OPERATING AGREEMENT OF PAGE -5- M.G. DIGITAL, LLC {/TEXT} {/DOCUMENT} _____________ dt 1510396

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