Teste Tradução 2022

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Original Tradução

This THIRD AMENDED AND RESTATED


LIMITED LIABILITY COMPANY
AGREEMENT, effective as of May 13, 2020
is by and between each of the Persons who
are and shall become Managers and Members
in accordance with the terms hereof, and
SOLAR, LLC, a Delaware limited liability
company. This Agreement amends and
restates the Company’s Second Amended and
Restated Limited Liability Company
Agreement dated January 1, 2009 (the
“Original LLC Agreement”).

BACKGROUND STATEMENT

The Company was formed on January 24,


2005 by the filing of its certificate of
formation with the Delaware Secretary of
State.

The parties desire to amend and restate the


Original LLC Agreement with this
Agreement regarding the management of the
Company and their respective rights and
obligations related to the Company.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the


mutual covenants set forth herein, and for
other good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to
amend and restate the Original LLC
Agreement as follows:

ARTICLE I

ORGANIZATIONAL MATTERS

1.1 Defined Terms. Capitalized terms not


otherwise defined in the text hereof shall
have the meanings given to them in
ARTICLE X.

1.2 Approval of this Agreement and


Transactions. By executing and delivering
this Agreement, each Member and Défi,
LLC, an Ohio limited liability company
(“Ohio Défi”), as the sole Manager of the
Company immediately prior to the execution
and delivery of this Agreement and the sole
Manager hereunder, hereby (a) approves the
amendment and restatement of the Original
LLC Agreement as evidenced by this
Agreement; and (b) authorizes and approves
the Company’s execution and delivery of this
Agreement and its consummation of the
transactions contemplated herein.

1.3 Conflict with the Certificate of


Formation. If this Agreement conflicts with
the Company’s certificate of formation, this
Agreement shall govern and control to the
extent permitted by law.

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