OPERATING AGREEMENT

OF

[COMPANY]

This Operating Agreement of [COMPANY] (the “Agreement”) is adopted and effective as of the ________ day of _______________________, 2010, by the Members of [COMPANY], a California limited liability company (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

Formation. The Company has been formed under and pursuant to the provisions of the Act. Except as otherwise required by the Act or the Articles, the rights, duties and obligations of the Members and Managers, and the operation of the Company shall be governed by the provisions of this Agreement.