0001193125-13-360734 Sample Contracts

2,000,000 Shares NATIONAL CINEMEDIA, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 9th, 2013 • National CineMedia, LLC • Services-advertising • New York
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THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLC
Limited Liability Company Operating Agreement • September 9th, 2013 • National CineMedia, LLC • Services-advertising

This Third Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 3, 2013, by and among each of the parties hereto and amends the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC, dated as of February 13, 2007 (the “Third Amended Agreement”), as amended by the First Amendment to the Third Amended Agreement, dated as of March 16, 2009 (the “First Amendment”), the Second Amendment to the Third Amended Agreement, dated as of August 6, 2010 (the “Second Amendment,” and together with the Third Amended Agreement, as so amended by the First Amendment and the Second Amendment, the “LLC Agreement”).

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