Limited Liability Company Operating Agreement Sample Contracts

FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023
Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.

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ARTICLE I DEFINITIONS
Limited Liability Company Operating Agreement • February 8th, 2008 • Seaway Valley Capital Corp • Services-business services, nec • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF‌
Limited Liability Company Operating Agreement • September 22nd, 2021
Limited Liability Company Operating Agreement of [NAME OF COMPANY], LLC
Limited Liability Company Operating Agreement • January 15th, 2023

WHEREAS the Member(s) desire to create a limited liability company under the laws of the State of [STATE OF FORMATION] (“State of Formation”) and set forth the terms herein of the Company’s operation and the relationship any and all Member(s).

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 17th, 2018 • Aspect FuturesAccess LLC • Commodity contracts brokers & dealers • Delaware

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated as of November 30, 2012 of Aspect FuturesAccess (this “FuturesAccess Fund”) by and among Merrill Lynch Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), an indirect wholly-owned subsidiary of Bank of America Corporation, and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class I, Class M, Class DS, Class DT and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).

CONVERSENT COMMUNICATIONS OF PENNSYLVANIA, LLC (d/b/a ONE COMMUNICATIONS) AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT Dated as of June 30, 2006
Limited Liability Company Operating Agreement • June 17th, 2011 • Conversent Communications of New York, LLC • Services-computer programming, data processing, etc. • Pennsylvania

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT is entered into as of June 30, 2006 by and between Conversent Communications of Pennsylvania, LLC (d/b/a One Communications) (the “Company”) and the members identified on Schedule I hereto (each a “Member” and collectively, the “Members”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BMC ROSEMEAD, LLC
Limited Liability Company Operating Agreement • October 26th, 2017 • Century Communities of Nevada Realty, LLC • Operative builders • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BMC Rosemead, LLC (the “Company”) is made and entered into as of this 16th day of June, 2015 by BMCH California, LLC, a Delaware limited liability company, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WENDY'S RESTAURANTS, LLC
Limited Liability Company Operating Agreement • July 5th, 2011 • Wendy's Restaurants, LLC • Retail-eating places • Delaware

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of WENDY'S RESTAURANTS, LLC, entered into as of July 5, 2011, by The Wendy's Company, a Delaware corporation, as the sole member of the limited liability company (the “Member”).

RTGC, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • February 7th, 2013 • Ruby Tuesday of Bryant, Inc. • Retail-eating places • Colorado

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into this the 18th day of June, 2002, by RUBY TUESDAY, INC. (the “Member”) as the initial Member of RTGC, LLC, a Colorado limited liability company (the “Company”) organized pursuant to the Colorado Revised Statutes (the “Act”).

THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY GENERATION HOLDCO, LLC
Limited Liability Company Operating Agreement • June 2nd, 2015 • Dynegy Power, LLC • Electric services • Delaware

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of Dynegy Generation Holdco, LLC, a Delaware limited liability company (“Company”), is entered into by Dynegy Commercial Asset Management, LLC, an Ohio limited liability company (the “Member”), as the sole equity member, and effective as of April 10, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Second Amended And Restated Limited Liability Company Operating Agreement Of Masterworks Vault 2, LLC December 31, 2023 Second Amended and Restated Limited Liability Company Operating Agreement Of Masterworks Vault 2, LLC
Limited Liability Company Operating Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks Vault 2, LLC, a Delaware series limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT MULTIBANK 2009-1 RES-ADC VENTURE, LLC
Limited Liability Company Operating Agreement • May 5th, 2020 • Delaware

AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of the 9th day of February, 2010 (the “Closing Date”), by and among the Federal Deposit Insurance Corporation (in any capacity, the “FDIC”), as the Receiver defined below (including its successors and assigns hereto, the “Initial Member”), RL RES 2009-1 Investments, LLC, a Delaware limited liability company (the “Private Owner”), and Multibank 2009-1 RES-ADC Venture, LLC, a Delaware limited liability company (the “Company”).

CNL STRATEGIC CAPITAL, LLC a Delaware Limited Liability Company SEVENTH Amended and restated LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • September 24th, 2024 • CNL Strategic Capital, LLC • Investment advice

THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of CNL STRATEGIC CAPITAL, LLC (the “Company”) is made and entered into as of ________, 2024 (the “Effective Date”) by CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“CSCM”), and Levine Leichtman Strategic Capital, LLC (“LLSC”), together (the “Members”), and any other Persons who are or hereafter become Members in the Company (as defined below) or parties hereto as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CACTUS COMPANIES, LLC DATED AS OF FEBRUARY 27, 2023
Limited Liability Company Operating Agreement • March 1st, 2023 • Cactus, Inc. • Oil & gas field machinery & equipment • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”), dated as of February 27, 2023 (the “Effective Date”), is made and entered into by and among Cactus Companies, 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.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
Limited Liability Company Operating Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”), is dated as of September 18, 2020, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POC MANAGEMENT GROUP, LLC
Limited Liability Company Operating Agreement • June 18th, 2012 • Physician Sales & Service, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of POC MANAGEMENT GROUP, LLC (the “Company”), is hereby entered into this day of November, 2011, by and between the Company and the member set forth on Exhibit A attached hereto (the “Member”).

FEG ABSOLUTE ACCESS FUND I LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • June 6th, 2017 • FEG Absolute Access Fund I LLC • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of FEG Absolute Access Fund I LLC (the “Company”) is made effective as of December 10, 2015 by and among each Director, whether a signatory hereto or who otherwise agrees to be bound by the terms hereof and serve as Director, the Investment Manager as “Organizational Member”, and each person hereinafter admitted to the Company and reflected on the books of the Company as a Member.

NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF REDWOOD MORTGAGE INVESTORS IX, LLC a Delaware Limited Liability Company
Limited Liability Company Operating Agreement • May 9th, 2019 • Redwood Mortgage Investors IX • Real estate • Delaware

THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of REDWOOD MORTGAGE INVESTORS IX, LLC (the “Company”) is made and entered into as of the xxth day of March, XXXX, by REDWOOD MORTGAGE CORP., a California corporation, and the Persons listed on Schedule A attached hereto, as may be amended, modified or supplemented from time to time (the “Members”). This Agreement amends and restates in its entirety the prior limited liability company operating agreement of the Company.

FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY]
Limited Liability Company Operating Agreement • June 2nd, 2015 • Dynegy Power, LLC • Electric services • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by , a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of CIRCLE OF WEALTH FUND III LLC An Idaho limited liability company
Limited Liability Company Operating Agreement • August 22nd, 2024 • Circle of Wealth Fund III LLC • Real estate

This First Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the “Company” or “Fund”), is made as of November 1, 2020 (the “Effective Date”) by and among the Initial Members, and each additional Person who becomes a Member in accordance with the provisions of this Agreement. Any capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Offering Circular dated November 1, 2020, as amended from time to time (the “Offering Circular”).

NCOP I, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 24th, 2009 • NCOP/Marlin, Inc. • Services-management services • Nevada

This limited liability company operating agreement of NCOP I, LLC, a Nevada limited liability company, is adopted as of the 27th day of February, 2009, by NCOP Nevada Holdings, Inc. as the Sole Member.

SSG BOLINGBROOK LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • August 29th, 2013 • Global Income Fund, Inc. • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of April, 2013, by its sole member, Global Income Fund, Inc., a Maryland corporation with offices at 11 Hanover Square, New York, NY 10005 (the “Member”). As of this date the Member has formed SSG Bolingbrook LLC, a limited liability company, under the laws of the State of Delaware. Accordingly, in consideration of the conditions contained herein, it is hereby agreed as follows:

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Limited Liability Company Operating Agreement • November 21st, 2012 • TSC Uits • Delaware
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FUNDRISE INDUSTRIAL JV 2, LLC
Limited Liability Company Operating Agreement • April 25th, 2023 • Fundrise East Coast Opportunistic REIT, LLC • Real estate investment trusts

This Limited Liability Company Agreement (this “Agreement”) of FUNDRISE INDUSTRIAL JV 2, LLC, a Delaware limited liability company (the “Company”) is executed as of September 30, 2021 (the “Effective Date”) pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (as amended from time to time, the “Act”), by FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC (the “Operating Member”) and MILLENNIUM TRUST COMPANY, LLC FBO: FUNDRISE REAL ESTATE INTERVAL FUND, LLC (“Investor Member” and collectively, with the Operating Member, the “Members” or Investment Round Members (as defined herein), as applicable).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT of COVENANT HEALTHCARE LAB, LLC
Limited Liability Company Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • Florida

This Limited Liability Company Operating Agreement (this “Agreement”) of Covenant Healthcare Lab, LLC, a Florida limited liability company (the “Company”), is made as of November 20, 2007, by and between the Company and Aurora Diagnostics, LLC, a Delaware limited liability company (the “Sole Member,” and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT of PFG FUND V, LLC A Colorado limited liability company
Limited Liability Company Operating Agreement • June 11th, 2024 • PFG Fund V, LLC • Land subdividers & developers (no cemeteries) • Colorado

This Limited Liability Company Operating Agreement (the “Agreement”) of PFG Fund V, LLC, a Colorado limited liability company (the “Company”), is among each of the initial Members of the Company listed on the attached Exhibit A (the “Initial Members”), and each of the additional Persons who become Members in accordance with the provisions of this Agreement.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NEW DELPHI HOLDINGS 1, LLC
Limited Liability Company Operating Agreement • March 1st, 2012 • Delphi Trade Management, LLC • Motor vehicle parts & accessories • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”), dated as of October 4, 2009 by New Delphi 1, LLC, the undersigned sole member (the “Member”) of NEW DELPHI HOLDINGS 1, LLC, a Delaware limited liability company (the “LLC”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ACAS BUSINESS LOAN LLC, 2005-1
Limited Liability Company Operating Agreement • November 9th, 2005 • American Capital Strategies LTD • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT* OF NATIONAL CINEMEDIA, LLC
Limited Liability Company Operating Agreement • March 18th, 2024 • National CineMedia, Inc. • Services-advertising

•First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement, dated March 16, 2009 (“Amendment No. 1”),

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • April 14th, 2004 • Ameripath Indiana LLC • Services-medical laboratories • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath New York, LLC (the “Company”), effective as of 11:59 p.m. on the 11th day of February, 2004, is made by AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TI DISTRIBUTION HOLDINGS LLC
Limited Liability Company Operating Agreement • January 8th, 2019 • FanSided Inc. • Periodicals: publishing or publishing & printing • New York

This Limited Liability Company Operating Agreement (this “Agreement”), dated as of the 27th day of November 2000, is being made by Time Inc., a Delaware corporation (the “Member”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR [NAME OF LLC]
Limited Liability Company Operating Agreement • May 4th, 2022

FORMATION OF LLC. The Member formed an LLC named [NAME OF LLC] in the State of Formation. The LLC shall be operated by the terms of this Agreement and the applicable laws of the State of Formation relating to the formation, taxation, and operation of an LLC. The Member agrees that the LLC shall be taxed as a sole proprietorship. The sole proprietorship shall be inoperative if there are any provisions of this Agreement that may cause the LLC not to be taxed as a sole proprietorship.

EX-3.2 3 dex32.htm AMENDED AND RESTATED LLC OPERATING AGREEMENT CONFIDENTIAL AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CHRYSLER GROUP LLC Dated as of June 10, 2009
Limited Liability Company Operating Agreement • May 5th, 2020 • Delaware

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

Limited Liability Company Operating Agreement
Limited Liability Company Operating Agreement • February 23rd, 2023 • Arkansas
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
Limited Liability Company Operating Agreement • February 27th, 2019 • Delaware

The Company has been organized as a Delaware limited liability company by filing its Certificate with the Secretary of State of the State of Delaware on April 30, 2012, pursuant to and in accordance with the Act.

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