LIMITED LIABILITY COMPANY AGREEMENT OF BRC MERGER SUB, LLC

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

BRC MERGER SUB, LLC

This Limited Liability Company Agreement (this “Agreement”) of BRC Merger Sub, LLC (the “Company”) is entered into as of March 6, 2017, by the undersigned as its sole member (the “Member”).

WHEREAS, the Company was formed on March 6, 2017 as a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq., as it may be amended from time to time and any successor to such statute (the “Act”), and

WHEREAS, the Member desires to enter into this Agreement in order to provide for the governance of the Company and the conduct of its business.

NOW, THEREFORE, the Member hereby agrees as follows:

1. Name. The name of the limited liability company is BRC Merger Sub, LLC. The Company was formed pursuant to and in accordance with the Act by the filing of a Certificate of Formation dated March 6, 2017.

2. Purpose and Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the aforesaid purposes.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (County of New Castle).

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (County of New Castle).

5. Member. The name and the mailing address of the Member is set forth on Schedule A hereto. To the extent any additional or substitute members are hereafter admitted to the Company, the Member shall revise Schedule A accordingly.

6. Units. Interests in the Company shall be represented by units, which shall be reflected on Schedule A and will not be evidenced by certificates. Immediately upon the effectiveness of this Agreement the Member shall be issued one unit. The Company shall be entitled to treat a member as the owner of the units registered in such member’s name on the books and records of the Company for all purposes, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such units on the part of any other person regardless of whether the Company shall have actual or other notice thereof.

7. Management. The business and affairs of the Company shall be managed exclusively by the Member (who shall have all rights and powers of a manager under the Act) and not by any board of managers. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. The Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person. Notwithstanding any other provision of this Agreement, in no event shall the Company establish or appoint a board of directors or any comparable body to control or manage its business or affairs.

8. Authorized Person. The Member may from time to time designate one or more individuals as an “authorized person,” within the meaning of the Act, to execute, deliver and cause to be filed any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business, any documents required to obtain a U.S. taxpayer identification number and any documents otherwise required in order for the Company to conduct business. The Member hereby appoints each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ as authorized persons to act on behalf of the Company and each such person is individually authorized, empowered and directed to execute and deliver such agreement, consent, instrument or document and to incur such expenses and to take such other and further actions as they may deem necessary or appropriate or convenient and proper in the name and on behalf of the Company, the necessity or desirability of each such agreement, consent, instrument or document to be conclusively established by the execution and delivery thereof by such authorized persons.

9. Officers. The Member may, from time to time, designate one or more persons to be officers of the Company. Each officer shall serve until the earlier of his or her death, disability, resignation or removal by the Member (with or without cause). Any vacancy occurring in the office of any officer may be filled by the Member. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 9 may be revoked at any time by the Member.

10. Distributions and Allocations. The Company may make distributions to the Member, in cash or in other property, at such times and in such amounts determined by the Member. Allocations shall be made 100% to the Member.

11. Dissolution.

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member and (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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(b) The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in such manner, and in such order of priority, as determined by the Member, subject to any requirements of the Act.

12. Capital Contributions. The Member is not and shall not be required to make capital contributions to the Company.

13. Additional Contributions. The Member is not and shall not be required to make any additional capital contribution to the Company. The Member may make capital contributions to the Company with the Company’s consent in the form of cash, services or otherwise, and upon such contribution the Member’s capital account balance shall be adjusted accordingly.

14. Elections. It is intended that the Company be treated as a disregarded entity for U.S. federal income tax purposes. As a result, the Company shall not elect pursuant to Treas. Regs. Section 301.7701-3 to be classified as a corporation.

15. Assignments. The Member may not assign in whole or in part its limited liability company interest.

16. Admission of Additional Members. One or more additional individuals or entities may be admitted as members of the Company with the prior written consent of the Member.

17. Limited Liability of Members and Other Persons. Neither the Member, nor any of the officers of the Company, nor any “authorized person” (within the meaning of the Act) of the Company shall have any liability for the obligations or liabilities of the Company solely by reason of being a Member, officer or “authorized person”, as the case may be, except to the extent provided in the Act. Except as otherwise required in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, any officer or any “authorized person” for liabilities of the Company.

18. Amendments. The provisions of this Agreement may be amended, modified or waived only with the written consent of the Member.

19. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

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20. Severability. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

MEMBER:
▇. ▇▇▇▇▇ FINANCIAL, INC.
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title: Authorized Person

Schedule A

MEMBERS

Name		Ownership (Percentage Interest)		Address
▇. ▇▇▇▇▇ Financial, Inc.		1 unit (100%)		▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

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