LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

This Limited Liability Company Operating Agreement (the “Agreement”) of _______________Name of Company__________a California limited liability company (the “Company”), dated as of the ______ day of ______________, 2022 is made and entered into by and among [INITIAL OPERATING MEMBER NAME], an individual (the “Initial Operating Member”), having an address at ________________Address______________________; _____Member Name_____, {a{n} {______State of Organization_____} {_____Entity Type_____} / an individual} (the “_____Name #2_____ Member”), having an address at ________________Address______________________; and _____Member Name_____, {a{n} {______State of Organization_____} {_____Entity Type_____} / an individual} (the “_____Name #3_____ Member”), having an address at ________________Address______________________. ____Name #2_____ Member and ____Name #3_____ Member are hereinafter collectively referred to as the “Non-Managing Members.” the Non-Managing Members, the Initial Operating Member, and the Managing Member (as defined in Section 2.01 below) are collectively referred to as the “Members” and each individually as a “Member,” pursuant to the California Revised Uniform Limited Liability Company Act (Cal. Corp. Code §§ 17701.01 et seq.), (“RULLCA”).

RECITALS

WHEREAS, the parties hereto desire to form a California limited liability company for the purposes and on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

THE COMPANY

Formation of the Company. The Initial Operating Member and the Non-Managing Members hereby form a limited liability company pursuant to and in accordance with the provisions of the RULLCA, as the same may be amended from time to time. The rights, powers, duties, obligations, and liabilities of the Initial Operating Member, the Managing Member (where different), and the Non-Managing Members shall be determined pursuant to the RULLCA and this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the RULLCA in the absence of such provision, this Agreement shall control, to the extent permitted by the RULLCA.

Name of the Company. The name of the Company is __________Name____________, and the business of the Company shall be conducted under that name or such other name as the Members holding at least fifty percent (50%) of the total Percentage Interests (as hereinafter defined) may from time to time deem appropriate.