**LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF
[COMPANY NAME], LLC
(an Arizona Limited Liability Company)**

[Effective Date: __________]

1. DOCUMENT HEADER

1.1 Parties

This Limited Liability Company Operating Agreement (this "Agreement") is entered into by and among the Members listed on Exhibit A.

1.2 Recitals

A. The Members formed [Company Name], LLC, an Arizona limited liability company (the "Company"), pursuant to the Arizona Limited Liability Company Act (A.R.S. Title 29, Chapter 7) (the "Act").
B. The Members desire to set forth their respective rights and obligations and the terms governing the Company.

15. DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to its conflict of laws principles.

15.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.

15.3 Arbitration (Optional). Any dispute may, upon mutual written election, be finally settled by binding arbitration in Phoenix, Arizona.

15.4 Jury Trial Waiver (Optional). EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the Effective Date.