Third Amended and Restated

Operating Agreement

Of

[COMPANY]

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) which amends and restates the Second Amended and Restated Operating Agreement of [COMPANY], a Colorado limited liability company (the “Company”), is hereby amended and restated in its entirety effective as of the [Date] (the “Effective Date”), by the undersigned being all the members of the Company.

Definitions

Definitions. For purposes of this Agreement, capitalized terms shall have the meaning ascribed to them in Appendix I attached hereto.

References and Construction.

Words of the masculine gender shall be deemed to include the feminine and neuter genders, and vice versa, where applicable. Words of the singular number shall be deemed to include the plural number, and vice versa, where applicable.

Unless otherwise indicated, any reference herein to a “Section”, “Exhibit”, “Appendix”, “Subsection”, “Paragraph”, or to a subpart of any of them, shall be to the applicable section, exhibit, appendix, subsection or paragraph of or to this Agreement or subpart thereof.

The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument, or document also refer to and include all renewals, extension, modifications, amendments, or restatements of such agreement, instrument, or document.

Organization