AMENDED AND RESTATED

operating AGREEMENT

OF

[COMPANY]

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) of [COMPANY], a [STATE] limited liability company (the “Company”), effective as of December __, 2010, is among the Company and its members, [COMPANY], a [STATE] corporation (formerly known as [COMPANY]) (the “Existing Member”), and [[COMPANY]], a ___________________ corporation (the “New Member” and together with the Existing Member, each being a “Member” and together, the “Members”). Capitalized terms used in this Agreement and not elsewhere defined shall have the respective meaning set forth in Exhibit A annexed hereto.

R E C I T A L S :

The Company was organized as a limited liability company under [STATE] law for the purposes specified herein on [DATE], in accordance with the Act.

B. The Existing Member adopted the Operating Agreement of the Company dated [DATE] (the “Existing Operating Agreement”).

C. The Existing Member has approved the amendment and restatement of the Existing Operating Agreement by this Agreement, as provided in Section 10.1 of the Existing Agreement.

D. Simultaneously with the execution and delivery of this Agreement, the New Member and the Company are entering into a Membership Interests Purchase Agreement dated on or about the date hereof (“Purchase Agreement”), pursuant to which the New Member is purchasing its Membership Interest set forth on Exhibit C to this Agreement and is being admitted into the Company as a Member thereof.

E. The Members and the Company now desire to enter into this Agreement to amend and restate the Existing Operating Agreement and to set forth the revised rights and obligations of the Members with respect to the ownership and operation of the Company.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree that the foregoing Recitals are accurate statements of fact, and further agree that this Agreement (as it may be amended in accordance with the terms and conditions hereof) shall be the sole and exclusive “operating agreement” of the Company for purposes of the Act.

THE COMPANY AND ITS BUSINESS

Recitals