Limited Liability Company Operating Agreement Sample Contracts

Cactus, Inc. – Form of First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, Llc Dated as of , 2018 (January 19th, 2018)

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement), dated as of , 2018 and effective as of the date of the initial closing of the IPO (as defined below) (the Effective Date), is made and entered into by and among Cactus Wellhead, LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Liberty Oilfield Services Inc. – Second Amended and Restated Limited Liability Company Operating Agreement of Liberty Oilfield Services New Holdco Llc Dated as of January 17, 2018 (January 18th, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of January 17, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Municipal Mortgage & Equity, LLC – RENEWABLE ENERGY LENDING, LLC First AMENDMENT to LIMITED LIABILITY COMPANY OPERATING AGREEMENT (January 9th, 2018)

This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Amendment") of Renewable Energy Lending, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of January 8, 2018, by and between Renewable Developer Holdings, LLC, a Delaware limited liability company, and MMA Energy Capital, LLC, a Maryland limited Liability company, as well as Hunt Investment Management, LLC, a Delaware limited liability company, solely for the purposes of this Amendment, Sections 7.1(H), 7.5(B), 7.5(D), 8.1, 8.2, 8.3 and 11.7 of the Agreement and Exhibit B of the Agreement;

Graphic Packaging Holding Co – Amended and Restated Limited Liability Company Operating Agreement of Graphic Packaging International, Llc (January 2nd, 2018)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this Agreement) of Graphic Packaging International, LLC (the Company), is entered into as of the 29th day of December, 2017, by the Company and Graphic Packaging International Partners, LLC, a Delaware limited liability company, as the sole member of the Company (the Member).

Liberty Oilfield Services Inc. – Second Amended and Restated Limited Liability Company Operating Agreement of Liberty Oilfield Services New Holdco Llc Dated as of , 2018 (January 2nd, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of , 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Gold Torrent Canada Inc – Limited Liability Company OPERATING AGREEMENT OF ALASKA GOLD TORRENT, Llc (October 25th, 2017)

RECITALS 1 ARTICLE I DEFINITIONS AND INTERPRETATION 2 1.2 Interpretation 12 1.3 Coordination With Exhibits 12 ARTICLE II The Limited Liability Company 13 2.1 General 13 2.2 Name 13 2.3 Purposes 13 2.5 Limitation 14 2.5 The Members 14 2.6 Issuance of Additional Interests 14 2.7 Term 14 2.8 Registered Agent; Offices 14 ARTICLE III Interests; Capital Contributions 14 3.1 Interests 14 3.2 Adjustments to Interests and Contributions. 15 3.3 Joint Funding 16 3.4 Cash Calls During Joint Funding 16 3.5 Return of Contributions 16 ARTICLE IV MEMBERS 16 4.2 Company Indemnification of Members 16 4.3 Member Indemnification 17 4.4 Member Reimbursement Obligations

Aspect FuturesAccess LLC – Fifth Amended and Restated Limited Liability Company Operating Agreement (October 18th, 2017)

All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith.

ML Winton FuturesAccess LLC – Sixth Amended and Restated Limited Liability Company Operating Agreement (October 18th, 2017)

All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith.

Aspect FuturesAccess LLC – Fifth Amended and Restated Limited Liability Company Operating Agreement (September 8th, 2017)

All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith.

ML Winton FuturesAccess LLC – Sixth Amended and Restated Limited Liability Company Operating Agreement (September 8th, 2017)

All determinations of value by the Sponsor shall be final and conclusive as to all Investors, in the absence of manifest error, and the Sponsor shall be absolutely protected in relying upon valuations furnished to the Sponsor by third parties, provided that such reliance is in good faith.

Lightstone Real Estate Income Trust Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem

Lightstone Value Plus Real Estate Investment Trust III, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RP MAXIMUS COVE, L.L.C. By and Among REIT III COVE LLC, REIT IV COVE LLC, LSG COVE LLC and MAXIMUS COVE INVESTOR LLC Dated as of January 31, 2017 (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of RP MAXIMUS COVE, L.L.C., (the "Company"), dated as of January 31, 2017 (this "Agreement"), by and among LSG COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022, as managing member ("Lightstone" or the "ManagingMember"), REIT III COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT III Member"), REIT IV COVE LLC, a Delaware limited liability company having an address at c/o The Lightstone Group, 460 Park Avenue, 13th Floor, New York, New York 10022 ("REIT IV Member"), and MAXIMUS COVE INVESTOR LLC, a Delaware limited liability company having an address at c/o Maximus Real Estate Partners, LLC, One Maritime Plaza, Suite 1900, San Francisco, California 94111, as administrative member ("Maximus" or the "Administrative Mem

Cactus, Inc. – Form of First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, Llc Dated as of , 2017 (June 16th, 2017)

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement), dated as of , 2017 and effective as of the date of the initial closing of the IPO (as defined below) (the Effective Date), is made and entered into by and among Cactus Wellhead, LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

TriLinc Global Impact Fund LLC – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TRILINC GLOBAL IMPACT FUND, LLC a Delaware Limited Liability Company (April 19th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of TRILINC GLOBAL IMPACT FUND, LLC (the "Company") is made and entered into as of the 18th of April, 2017, by TriLinc Advisors, LLC, a Delaware limited liability company (the "Initial Member").

Liberty Oilfield Services Inc. – Second Amended and Restated Limited Liability Company Operating Agreement of Liberty Oilfield Services New Holdco Llc Dated as of , 2017 (April 10th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of , 2017, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Coca-Cola Bottling Co. Consolidated – First Amendment to the Limited Liability Company Operating Agreement of Coca- Cola Bottlers' Sales & Services Company Llc (March 14th, 2017)

This First Amendment to the Limited Liability Company Operating Agreement of Coca-Cola Bottlers' Sales & Services Company LLC (the "First Amendment") is made among all Coca-Cola Bottlers doing business in the United States that are Members of the Company. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in that certain Limited Liability Operating Agreement of Coca-Cola Bottlers' Sales & Services Company LLC executed by the Members and made effective as of January 1, 2003 (the "Operating Agreement").

Coca-Cola Bottling Co. Consolidated – Third Amendment to the Limited Liability Company Operating Agreement of Coca- Cola Bottlers' Sales & Services Company Llc (March 14th, 2017)

This Third Amendment to the Limited Liability Company Operating Agreement of Coca-Cola Bottlers' Sales & Services Company LLC (the "Third Amendment") is made among all Coca-Cola Bottlers doing business in the United States that are Members of the Company. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in that certain Limited Liability Operating Agreement of Coca-Cola Bottlers' Sales & Services Company LLC executed by the Members and made effective as of January 1, 2003, as amended (the "Operating Agreement").

Coca-Cola Bottling Co. Consolidated – Second Amendment to the Limited Liability Company Operating Agreement of Coca- Cola Bottlers' Sales & Services Company Llc (March 14th, 2017)

THIS SECOND AMENDMENT (this "Second Amendment") TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF COCA-COLA BOTTLERS' SALES & SERVICES COMPANY LLC, a Delaware limited liability company (the "Company"), is entered into by and among the Members of the Company that are signatories hereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Operating Agreement (as defined below).

Cactus, Inc. – Form of First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, Llc Dated as of , 2017 (March 8th, 2017)

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of , 2017, by and among Cactus Wellhead, LLC, a Delaware limited liability company (the Company), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

BATS Global Markets, Inc. – LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CBOE V, LLC (A Delaware Limited Liability Company) (March 1st, 2017)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") is executed as of September 25, 2016 by CBOE Holdings, Inc. (the "Member"). The Member, intending to be legally bound, hereby states the terms of its agreement as to the affairs of, and the conduct of the business of, CBOE V, LLC, a limited liability company (the "Company"), as follows:

EARTHLINK HOLDINGS, LLC a Delaware Limited Liability Company OPERATING AGREEMENT (February 27th, 2017)

THIS OPERATING AGREEMENT, is made and entered into as of the 27th day of February, 2017 by Windstream Services, LLC, a Delaware limited liability corporation (the Member).

Adient Ltd – STRICTLY CONFIDENTIAL WLRK DRAFT: 9/8/16 W/2627710 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") Is Made as of ___________, 2016 by and Between Adient US LLC, a Michigan Limited Liability Company ("Company"), and ______________ ("Indemnitee"). Except as Provided Herein, This Agreement Supersedes and Replaces Any and All Previous Agreements Between the Company and Indemnitee Covering the Subject Matter of This Agreement. RECITALS WHEREAS, the Company Is a Subsidiary of Adient Plc, a Public Limited Company Organized Under the Laws of Ireland ("Adient"); WHEREAS, It Is Es (November 29th, 2016)
Municipal Mortgage & Equity, LLC – Amended and Restated Limited Liability Company Operating Agreement of Renewable Energy Lending, Llc (November 9th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as may be amended or restated from time to time, this "Agreement"), executed as of November 7, 2016 (the "Effective Date"), is made by and between the Members identified on Schedule A attached hereto.

Amended and Restated Limited Liability Company Operating Agreement of Starwood Hotels & Resorts Worldwide, Llc (September 23rd, 2016)

This Amended and Restated Limited Liability Company Operating Agreement (this Agreement) of Starwood Hotels & Resorts Worldwide, LLC, a Maryland limited liability company (the Company), dated and effective as of 12:06 a.m. New York City time on this 23rd day of September, 2016, is entered into by Mars Merger Sub, LLC, a Delaware limited liability company, as the sole member (the Member) of the Company.

Limited Liability Company Operating Agreement of Starwood Hotels & Resorts Worldwide, Llc (September 23rd, 2016)

This Limited Liability Company Operating Agreement (this Agreement) of Starwood Hotels & Resorts Worldwide, LLC, a Maryland limited liability company (the Company), dated and effective as of 12:02 a.m. New York time on this 23rd day of September, 2016, is entered into by Solar Merger Sub 1, Inc., a Maryland corporation, as the sole member (the Member) of the Company.

Limited Liability Company Operating Agreement of Ashland Llc (September 21st, 2016)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this Agreement) of Ashland LLC (the Company), effective as of September 21, 2016, 12:01 a.m. Eastern Daylight Time (the Effective Time), is entered into by Valvoline Inc., a Kentucky corporation, as the sole member of the Company (the Member).

Arbor Realty Trust – Amended and Restated Limited Liability Company Operating Agreement (July 15th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") of ARSR PE, LLC (the "Company") shall be effective as of 12:01 a.m. of this 14th day of July, 2016, and is entered into by Arbor Multifamily Lending, LLC (formerly known as ARSR Acquisition Company, LLC), a Delaware limited liability company ("AML" or the "Common Member") and Arbor Commercial Mortgage, LLC, a New York limited liability company ("ACM" or the "Preferred Member," and together with AML, the "Members"). This Agreement amends and restates, in its entirety, that certain Limited Liability Company Agreement of the Company, dated as of April 29, 2016 (the "Original Agreement").

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BB BRAND HOLDINGS LLC a Delaware Limited Liability Company (June 8th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this Agreement) of BB Brand Holdings LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the Act), is made and entered into as of the 8th day of June, 2016 (the Effective Date), by and between bebe stores, inc., a California corporation (BB Member), and BB Brand Management LLC, a New York limited liability company (Bluefin Member).

Elite Data Services, Inc. – Limited Liability Company Operating Agreement of Elite Data Marketing Llc (May 24th, 2016)

This Limited Liability Company Operating Agreement (this "Agreement"), is entered into as of this 16th day of May 2016, by ELITE DATA SERVICES INC., a Florida corporation, as the initial member (the "Member") and the undersigned, as the initial manager (the "Manager"), of ELITE DATA MARKETING LLC, a Florida limited liability company (the "Company") formed pursuant to the Florida Limited Liability Company Act, as amended from time to time (the "Act").

Elite Data Services, Inc. – Limited Liability Company Operating Agreement of Elite Gaming Ventures Llc (May 24th, 2016)

This Limited Liability Company Operating Agreement (this "Agreement"), is entered into as of this 16th day of May 2016, by ELITE DATA SERVICES INC., a Florida corporation, as the initial member (the "Member") and the undersigned, as the initial manager (the "Manager"), of ELITE GAMING VENTURES LLC, a Florida limited liability company (the "Company") formed pursuant to the Florida Limited Liability Company Act, as amended from time to time (the "Act").

Moody National REIT I, Inc. – Mn Fort Worth Venture, Llc Limited Liability Company Operating Agreement (March 30th, 2016)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") of MN Fort Worth Venture, LLC, a Delaware limited liability company (the "Company"), effective the ____ day of December, 2015, is made and entered into by the Members of the Company. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in Section 7.1 hereof.

Municipal Mortgage & Equity, LLC – Mma Capital Tc Fund I, Llc Limited Liability Company Operating Agreement (March 15th, 2016)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of MMA CAPITAL TC FUND I, LLC (the "Company") is made effective as of December 31, 2015 (the "Effective Date") by and between MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company ("Administrative Member"), and BANK OF AMERICA, N.A. a National Association (the "Investor Member").

Duke Energy Indiana, Inc. – LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DUKE ENERGY INDIANA, LLC an Indiana Limited Liability Company (Formerly Known as DUKE ENERGY INDIANA, INC.) Dated as of January 1, 2016 (January 4th, 2016)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DUKE ENERGY INDIANA, LLC (formerly known as DUKE ENERGY INDIANA, INC.), (the "Company"), a limited liability company organized pursuant to the Indiana Business Flexibility Act, is executed as of this 1st day of January, 2016. Cinergy Corp., a Delaware corporation, is the sole member of the Company (the "Member"). Solely for U.S. federal income tax purposes as provided in Treasury Regulations Section 301.7701-3 (as well as for applicable state, local or foreign tax purposes), the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR Tubz, LLC a Manager-Managed Limited Liability Company (January 4th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Tubz, LLC, a limited liability company organized under the laws of Delaware (the "Company"), originally formed on October 29, 2014 under the Delaware Limited Liability Company Act, dated January 1, 2016, is entered into by and between Graphite Corp., a Nevada corporation ("GC"), Anode1, LLC, a Delaware limited liability company ("A1"), and eTe Solutions, LLC , a California Limited Liability Company ("eTe") and, together with GC and AI, the "Members").

Southwest – LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF I-45 SLF LLC a Delaware Limited Liability Company Dated as of September 9, 2015 (November 9th, 2015)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of I-45 SLF LLC (the "Company") dated as of September 9, 2015 is entered into by and among the Persons executing this Agreement and those other Persons who become Members of the Company from time to time, as hereinafter provided.