SEVENTHAMENDMENTTOTHETHIRDAMENDEDANDRESTATED LIMITED LIABILITY COMPANY OPERATINGAGREEMENT OF NATIONAL CINEMEDIA, LLC
ThisSeventhAmendmenttotheThirdAmendedandRestatedLimitedLiabilityCompany Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liabilitycompany(the“Company”),ismadeandenteredintoasofSeptember18,2026,byand amongeachofthepartiesheretoandamendstheThirdAmendedandRestatedLimitedLiability CompanyOperatingAgreementofNationalCineMedia,LLC,datedasofFebruary13,2007(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 SecondAmendment to the Third Amended Agreement, dated as of August 6, 2010 (the “Second Amendment”), the ThirdAmendmenttotheThirdAmendedAgreement,datedasofSeptember3,2013(the“ThirdAmendment”), the Fourth Amendment to the Third Amended Agreement, dated as of January 23,2019(the“FourthAmendment”),theFifthAmendmenttotheThirdAmendedAgreement, dated as of August 7, 2023 (the “Fifth Amendment”), and the Sixth Amendment to the Third Amended Agreement, dated March 18, 2024 (together with the ThirdAmendedAgreement, the FirstAmendment, the SecondAmendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment, the “LLC Agreement”).
RECITALS
WHEREAS,NCMIII,LLC,aDelawarelimitedliabilitycompany(“NCMIII”),andNCM Holdings,LLC,aDelawarelimitedliabilitycompany(“NCMHoldings”)arethecurrentmembers of the Company, and National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), is the current manager of the Company.
NOW,THEREFORE,thepartiesheretoagreeasfollows:
1.
Section3.4(h)oftheLLCAgreementshallbeamendedandrestatedinitsentiretyas follows:
(h)UncertificatedUnits;Transfer.CommonUnitsshallbeuncertificatedandshallnotbe represented by certificates unless otherwise determined by the Manager. The Company shallrecordthenumberofCommonUnitsheldbyeachMemberinthebooksandrecords oftheCompany.UponanyTransferpermittedunderthisAgreement,theCompanyshall recordsuchTransferinthebooksandrecordsoftheCompanyandshallupdateSchedule Ato reflect thenumberofCommon Units held by thetransferee and by the Transferring MemberfollowingsuchTransfer.NoTransferofCommonUnitsshallbevalidasagainst theCompanyexceptupondeliverytotheCompanyofanassignmentorotherinstrument ofTransferexecutedbytheTransferringMemberandthepermittedtransferee,subjectto any restrictions and conditions on Transfer contained in this Agreement.
2.
Section4.1oftheLLCAgreementshallbeamendedandrestatedinitsentiretyasfollows:
“4.1 Manager. The Company shall be managed by one manager (the “Manager”) that shallbeNCMInc.NCMInc.maynotberemovedasaManagerexceptasprovidedin
Section 4.7. Any Manager that is properly removed pursuant to Section 4.7 shall be replaced in themannerprovided in Section 4.8. Except to theextent deemed appropriate by NCM Inc. in connection with its status under the Investment Company Act of 1940, solongasNCMInc.istheManager,NCMInc.shallnot,directlyorindirectly,enterinto or conduct any business other than (i) in connection with the ownership, acquisition or dispositionofUnitsasaMember,(ii)themanagementofthebusinessoftheCompanyas providedherein,(iii)themanagementofotherbusinessesowneddirectlyorindirectlyby NCMInc.ortheCompany,(iv)NCMInc.’soperationasapublicreportingcompanywith a class of securities registered under the Exchange Act, and (v) such other activities that are incidental to the foregoing.
3.
ThisAmendmentiseffectiveasofSeptember18,2026.
4.
No Other Changes. Except as expressly modified hereby, all terms, conditions and provisions of the LLC Agreement shall continue in full force and effect. This AmendmentshallbedeemedtobeandbeconstruedaspartoftheLLCAgreement,and theLLCAgreementshallbedeemedtobeandbeconstruedaspartofthisAmendment; provided, however, that in the event of any inconsistency or conflict between the LLC Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
5.
Counterparts. This Amendment may be executed in one or more counterparts and by differentpartiesonseparatecounterparts,eachofwhichwillbedeemedanoriginal,but all of which will constitute one and the same instrument. The parties agree that this Amendment shall be legally binding upon each party’s electronic transmission, including by facsimile or email, of a signed signature page hereof to the other party.
[SIGNATUREPAGEFOLLOWS]
2
INWITNESSWHEREOF,eachoftheundersignedhasexecutedthisAmendmentorcausedthisAmendment to be executed on its behalf as of the date first written above.
NATIONALCINEMEDIA,INC.
By:
Name:RonnieNg
Title:ChiefFinancialOfficer
NCMIII,LLC
By itssole member, National CineMedia, Inc. By:
Name:RonnieNg
Title:ChiefFinancialOfficer
NCMHoldings,LLC
Byitssolemember,NCMParent,LLC
Byitssolemember,NationalCineMedia,Inc.
By:
Name:RonnieNg
Title:ChiefFinancialOfficer
NATIONALCINEMEDIA,LLC
Byitsmanager,NationalCineMedia,Inc. By:
Name:TomLesinski
Title:ChiefExecutiveOfficer