2023年OperatingAgreement.pdf

第 1 页/共 32 页 合同编号：OperatingAgreement签订地点：签订日期：年 月 日第 2 页/共 32 页 Operating Agreement AMENDED AND RESTATED OPERATING AGREEMENT OF CCC,LLC This AMENDED AND RESTATED OPERATING AGREEMENT(the Agreement)is entered into as of _,_,_(M/D/Y),between AAA,Inc.,a _(state)corporation(AAA),and BBB Inc.?AMENDED AND RESTATED OPERATING AGREEMENT OF CCC,LLC?This AMENDED AND RESTATED OPERATING AGREEMENT(the Agreement)is entered into as of _,_,_(M/D/Y),between AAA,Inc.,a _(state)corporation(AAA),and BBB Inc.,a _(state)corporation(BBB),both of which are referred to as the Members and individually as a Member.Promptly following the execution of this Agreement,BBB intends to transfer all of its interest in the Company to UST,Inc.,its indirect wholly owned subsidiary(UST)(upon such event,the term BBB as used herein shall be deemed to apply to UST for all purposes of this Agreement).第 3 页/共 32 页?A limited liability company was formed in accordance with the provisions of the _(state)Limited Liability Company Act(the Act)under the name of CCC,LLC(the Company)pursuant to a Certificate of Formation filed _,_,_(M/D/Y),with the _(state)Secretary of State.An Operating Agreement of the Company was entered into as of that same date,under which AAA was the sole member.Pursuant to a Subscription Agreement by and between BBB and the Company dated as of _,_,_(M/D/Y)(the Subscription Agreement),BBB agreed to purchase an equity interest in the Company in exchange for the Capital Note(as hereinafter defined).Additionally,AAA agreed under a Contribution Agreement dated as of _,_,_(M/D/Y)by and among AAA a nd the Company(the Contribution Agreement)to contribute certain assets(the AAA Contributed Assets)to the Company.In light of the foregoing,the Members now desire to amend and restate the Operating Agreement of the Company.Accordingly,from and after the date hereof,the affairs of the Company will be governed by this Amended and Restated Operating Agreement.In consideration of the foregoing,