Restated Limited Liability Company Agreement Sample Contracts

Skechers Usa Inc – SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HF LOGISTICS-SKX, LLC (March 1st, 2019)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HF LOGISTICS-SKX T2, LLC (the “Company”), is entered into and effective as of the ____ day of ______________, 2019 (the “Effective Date”) by and between HF LOGISTICS I, LLC, a Delaware limited liability company (“HF”), SKECHERS R.B., LLC, a Delaware limited liability company (“Skechers,” or the “Skechers Member”), and Highland Fairview Partners V, a Delaware general partnership (“HFPV”, and together with HF, the “HF Member,” and the HF Member together with Skechers, the “Members”).

Select Medical Corp – FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCENTRA GROUP HOLDINGS PARENT, LLC (February 21st, 2019)

THIS FIRST AMENDMENT (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement, dated February 1, 2018 (the “LLC Agreement”), of Concentra Group Holdings Parent, LLC (the “Company”) is made and entered into as of June 28, 2018 by and among Select Medical Corporation, a Delaware corporation (“SEM”), Welsh, Carson, Anderson & Stowe XII, L.P., a Delaware limited partnership (“WCAS”), Dignity Health Holding Corporation, a Nevada corporation (“Dignity”), each of the other Members of the Company listed on the signature pages hereto, and the Company. SEM, WCAS, Dignity, each other Member listed on the signature pages hereto and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the LLC Agreement.

Helios & Matheson Analytics Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MoviePass Films LLC Dated as of February 1, 2019 (February 7th, 2019)

This Amended and Restated Limited Liability Company Agreement (as the same may be amended from time to time, this “Agreement”) of MoviePass Films LLC, a Delaware limited liability company (the “Company”), is made and entered on February 1, 2019 (the “Agreement Date”) and shall be deemed effective, to the maximum extent permitted by applicable law, as of May 23, 2018 (the “Effective Date”) by and among the Persons admitted to the Company as Members as of the Effective Date, and amends and restates in its entirety that certain single member Limited Liability Company Agreement, dated as of January 31, 2019, between the Company and HMNY (the “Original LLC Agreement”). Capitalized terms used herein shall have the respective meanings specified in Article I.

General Motors Co – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated October 3, 2018 (February 6th, 2019)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT for GM Cruise Holdings LLC (the “Company”), dated as of October 3, 2018, is entered into by and among the Company, General Motors Holdings LLC, a Delaware limited liability company (“GM”), SB Investment Holdings (UK) Limited (“SoftBank”), Honda Motor Co., Ltd., a Japanese company (“Honda”), and any and all Persons who are Members as of the date hereof or who hereafter become Members. Certain capitalized terms used herein are defined in Appendix I.

NextEra Energy Partners, LP – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEP RENEWABLES, LLC A Delaware Limited Liability Company December 21, 2018 (December 21st, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NEP Renewables, LLC, a Delaware limited liability company (the “Company”), dated as of December 21, 2018 (the “Effective Date”), is adopted, executed, and agreed to by Western Renewables Partners LLC, a Delaware limited liability company (“GEPIF”), NEP Renewables Holdings, LLC, a Delaware limited liability company (“NEP Member”), each Person that may be admitted as a Member pursuant to the terms of this Agreement, and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of its obligations pursuant to Section 7.02 , Section 7.03, Section 7.04, and Section 7.05.

Enbridge Energy Management L L C – AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENBRIDGE ENERGY MANAGEMENT, L.L.C. December 20, 2018 (December 20th, 2018)

This Amendment No. 3 (this “Amendment No. 3”) to the Amended and Restated Limited Liability Company Agreement (as amended to date, the “LLC Agreement”) of Enbridge Energy Management, L.L.C. (the “Company”) is hereby adopted by Enbridge Energy Company, Inc., a Delaware corporation (the “Sole Voting Shareholder”), as the sole Record Holder of Voting Shares of the Company. Capitalized terms used but not defined herein are used as defined in the LLC Agreement.

Ardent Health Partners, LLC – FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARDENT HEALTH PARTNERS, LLC (December 4th, 2018)

This Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Ardent Health Partners, LLC, a Delaware limited liability company (the “Company”), is adopted, executed and entered into as of August 14, 2018 by EGI-AM Investments, L.L.C. (“EGI-AM Investments”) and ALH Holdings, LLC (“Ventas”).

Carvana Co. – Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC (October 5th, 2018)

This Amendment No. 2 (this “Amendment No. 2”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Carvana Group, LLC (the “Company”) is made effective as of September 21, 2018 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLC Agreement.

Barings BDC, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF (August 6th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Barings BDC Senior Funding I, LLC, a Delaware limited liability company (the “Company”), is dated and effective as of August 3, 2018, by Barings BDC Finance I, LLC, a Delaware limited liability company, in its capacity as the sole member of the Company (the “Initial Member”) Barings LLC, as the Designated Manager and Donald J. Puglisi, as the Independent Manager.

Phillips 66 – CONSENT AND SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC (July 27th, 2018)

This Consent and Second Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of June 1, 2018, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), Phillips 66 Company, a Delaware corporation (“P66Co”), and WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”; P66Co and WesTTex 66 are collectively, the “Class P Members”; the Class P Members and the Class C Member are collectively, the “Members”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “LLC Agreement”).

Rice Midstream Partners LP – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC (July 23rd, 2018)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Operating Agreement”), effective as of July 23, 2018, is entered into by and between EQM Gathering Holdings, LLC, as the sole member (the “Member”), and Rice Midstream Management LLC, a Delaware limited liability company (the “Company”).

8point3 Energy Partners LP – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC (June 20th, 2018)

This AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 19, 2018, by and among 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), SUNPOWER YC HOLDINGS, LLC, a Delaware limited liability company, FIRST SOLAR 8POINT3 HOLDINGS, LLC, a Delaware limited liability company, MARYLAND SOLAR HOLDINGS, INC., a Delaware corporation, 8POINT3 HOLDING COMPANY, LLC, a Delaware limited liability company (each, a “Member” and, collectively, the “Members”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the LLC Agreement (as defined below).

Bloom Energy Corp – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (June 12th, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (this “Amendment”), is executed as of September 25, 2013, by and between Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”), and Mehetia Inc., a Delaware corporation (the “Investor”, and together with Clean Technologies, the “Members”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (the “Agreement”), by and between Clean Technologies and the Investor.

Talos Petroleum Llc – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC A DELAWARE LIMITED LIABILITY COMPANY (May 14th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC (this “Agreement”), effective as of May 10, 2018, is adopted, executed and agreed to by the Sole Member (as defined below).

Psnh Funding Llc 3 – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PSNH FUNDING LLC 3, a Delaware Limited Liability Company, is made and is effective as of May 8, 2018 by PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE d/b/a EVERSOURCE ENERGY, a New Hampshire Corporation (May 11th, 2018)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PSNH FUNDING LLC 3, a Delaware limited liability company (the “Company”), is made and is effective as of the Closing Date (as defined below) by PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a New Hampshire corporation d/b/a EVERSOURCE ENERGY, as the sole member of the Company (the “Member”).

Funko, Inc. – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (May 11th, 2018)

This Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Company”), is entered into as of May 10, 2018 by and among the Company, Funko, Inc., a Delaware corporation (the “Corporation” and, in its capacity as Manager under the Second A&R LLC Agreement (as defined below), the “Manager”), the Members of the Company listed on the signature pages hereof (collectively, the “Amending Members”) and, solely for purposes of Section 4 hereof, The Dale Schultz Family Trust, Dated December 8, 2011, and The Trevor Schultz Family Trust, Dated December 8, 2011.  Capitalized terms used and not defined herein shall have the meaning set forth in the Second A&R LLC Agreement (as defined below).

Hc2 Holdings, Inc. – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (May 3rd, 2018)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) OF PANSEND LIFE SCIENCES, LLC (the “Company”), dated as of September 20, 2017, by and among HC2 Holdings 2, Inc., a Delaware corporation (“HC2”) and the individuals listed on Annex A hereto (together with HC2, each a “Member” and, collectively, the “Members”).

American Express Receivables Financing Corp Iv Llc – AMENDMENT NUMBER ONE TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC (April 4th, 2018)

This Amendment Number One to the Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (the “Company”), dated as of April 1, 2018 (this “Amendment”), is entered into by American Express National Bank, as the sole equity member of the Company (the “Member”).

Us Lbm Holdings, Inc. – LBM MIDCO, LLC A Delaware Limited Liability Company FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2018 (March 22nd, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LBM Midco, LLC (the “Company”), dated and effective as of [          ], 2018 (as amended from time to time, this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).

Bloom Energy Corp – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (March 21st, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC (this “Amendment”), is executed as of September 25, 2013, by and between Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”), and Mehetia Inc., a Delaware corporation (the “Investor”, and together with Clean Technologies, the “Members”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (the “Agreement”), by and between Clean Technologies and the Investor.

Carvana Co. – Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC (March 6th, 2018)

This Amendment No. 1 (this “Amendment No. 1”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Carvana Group, LLC (the “Company”) is made effective as of December 5, 2017 (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLC Agreement.

OM Asset Management Plc – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (February 28th, 2018)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”), effective as of February 26, 2018, is entered into by and among OMAM Intermediary (BHMS), LLC, a Delaware limited liability company and wholly owned, indirect subsidiary of OM(US)H (defined below) (together with its permitted successors or assigns, “OMAM Intermediary”) and the Persons listed in the books and records of the LLC (as defined below), each (for such period of time as it shall remain a Member hereunder) referred to (subject to Section 9 hereof) individually as a “Member” and collectively as the “Members”.

Phillips 66 – CONSENT AND FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHEVRON PHILLIPS CHEMICAL COMPANY LLC (February 23rd, 2018)

This Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this “Amendment”), effective as of December 31, 2017, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the “Class C Member”), Phillips 66 Company, a Delaware corporation (“P66Co”), Phillips Chemical Holdings LLC (formerly Phillips Chemical Holdings Company), a Delaware limited liability company (“Chemical Holdings”), WesTTex 66 Pipeline Company, a Delaware corporation (“WesTTex 66”; P66Co, Chemical Holdings, and WesTTex 66 are collectively, the “Class P Members”; the Class P Members and the Class C Member are collectively, the “Members”). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the “LLC Agreement”).

Hcp, Inc. – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH, LLC, A Delaware limited liability company (February 13th, 2018)

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH, LLC (“Amendment”) is made and entered into effective as of the 30th day of June, 1999 by HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), Boyer Providence Medical Associates, L.C., a Utah limited liability company (“Boyer Providence”), Boyer-BPMA Holdings, L.C., a Utah limited liability company (“Boyer-BPMA”), and Spring Creek Medical Building L.L.C., a Utah limited liability company (“Spring Creek”).

NeuroMetrix, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUELL INTELLECTUAL PROPERTY CORP., LLC DATED AS OF JANUARY 12, 2018 (February 8th, 2018)
California Resources Corp – ELK HILLS POWER, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 7, 2018 THE UNITS ISSUED UNDER THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE ACT AND THE APPLICABLE STATE ACTS, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HERE (February 7th, 2018)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Elk Hills Power, LLC, a Delaware limited liability company (the “Company”) is made and entered into as of February 7, 2018 (the “Execution Date”), by and between California Resources Elk Hills, LLC, a Delaware limited liability company (“CREH”) and ECR Corporate Holdings L.P., a Delaware limited partnership (“Sponsor”). The Company, CREH and Sponsor are hereinafter collectively referred to as the “Parties” and each individually as a “Party”.

Select Medical Corp – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCENTRA GROUP HOLDINGS PARENT, LLC Dated as of February 1, 2018 (February 2nd, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is made and entered into as of February 1, 2018, by and among Concentra Group Holdings Parent, LLC, a Delaware limited liability company (the “Company”), and each of the individuals and entities from time to time named on Schedule I hereto, each as Members of the Company, and is joined in by Select Medical Holdings Corporation, a Delaware corporation (“Select Holdings”), solely for the purposes of Sections 4.5 and 9.3(d) hereof.

Oasis Midstream Partners LP – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BOBCAT DEVCO LLC (November 9th, 2017)

This Amendment No. 1 (this “Amendment”) to that certain Amended and Restated Limited Liability Company Agreement dated as of September 25, 2017 (the “Agreement”) of Bobcat DevCo LLC, a Delaware limited liability company (the “Company”), is entered into by and between OMP Operating LLC, a Delaware limited liability company (“OMP Operating”), and Oasis Midstream Services LLC, a Delaware limited liability company (“OMS” and, together with OMP Operating, the “Members”), effective as of the date set forth above. Capitalized terms used and not defined herein shall have the meanings specified in the Agreement.

Oasis Midstream Partners LP – AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BEARTOOTH DEVCO LLC (November 9th, 2017)

This Amendment No. 1 (this “Amendment”) to that certain Amended and Restated Limited Liability Company Agreement dated as of September 25, 2017 (the “Agreement”) of Beartooth DevCo LLC, a Delaware limited liability company (the “Company”), is entered into by and between OMP Operating LLC, a Delaware limited liability company (“OMP Operating”), and Oasis Midstream Services LLC, a Delaware limited liability company (“OMS” and, together with OMP Operating, the “Members”), effective as of the date set forth above. Capitalized terms used and not defined herein shall have the meanings specified in the Agreement.

TerraForm Power, Inc. – Second Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as of October 16, 2017 (October 17th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Power, LLC, a Delaware limited liability company (the “Company”), dated and effective as of October 16, 2017 (the “Effective Date”), is made by and among the Members (as defined herein).

Carlyle Group L.P. – CARLYLE GROUP MANAGEMENT L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 13, 2017 (September 13th, 2017)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the “Company”), dated as of September 13, 2017, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.

Lightstone Real Estate Income Trust Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 31, 2017 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”) of 40 EAST END AVE. PREF MEMBER LLC, a Delaware limited liability company (the “Company”), is entered into by and among SAYT MASTER HOLDCO LLC, a Delaware limited liability company (together with its permitted successors and assigns, “SAYT Member”), LIGHTSTONE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“REIT Member”, and together with SAYT Member, the “Deciding Members”), and THE NON-MANAGING MEMBERS IDENTIFIED ON THE SIGNATURE PAGES ANNEXED HERETO (together with each of their permitted successors and assigns, each a “Non-Managing Member” and, collectively, the “Non-Managing Members”); SAYT Member, REIT Member, and the Non-Managing Members constitute all the members of the Company (SAYT Member, REIT Member, and the Non-Managing Members, together with their respective successors and permitted

PetIQ, Inc. – PetIQ HOLDINGS, LLC A Delaware Limited Liability Company SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2017 (July 6th, 2017)

This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PetIQ Holdings, LLC (the “Company”), dated [ ], 2017 and effective as set forth herein (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).

Aurora Diagnostics Holdings Llc – AURORA DIAGNOSTICS HOLDINGS, LLC THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (May 26th, 2017)

THIS THIRD AMENDMENT (this “Third Amendment”) to the Second Amended and Restated Limited Liability Company Agreement, dated as of July 6, 2011, as amended (the “LLC Agreement”) of Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (“Holdings LLC”) is made by the undersigned, constituting the Majority Summit Investors, Majority KRG Investors, and Majority Management Investors, and is effective as of May 25, 2017. Unless otherwise indicated, capitalized words and phrases used in this Third Amendment shall have the same meaning as set forth in the LLC Agreement.

Carbon Natural Gas Co – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARBON CALIFORNIA COMPANY, LLC (A Delaware limited liability company) Dated as of February 15, 2017 (May 19th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Carbon California Company, LLC (the “Company”), dated as of February 15, 2017 (this “Agreement”), amends and restates in its entirety that certain Limited Liability Company Agreement, dated December 20, 2016, and is entered into by and among Carbon Natural Gas Company, a Delaware corporation (“Carbon”), Prudential Capital Energy Partners, L.P., a Delaware limited partnership (“Prudential”), and Yorktown Energy Partners XI, L.P., a Delaware limited partnership and one or more of its affiliates or designees (“Yorktown”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in ‎ARTICLE XI.