AMENDED AND RESTATED SERIES LIMITED LIABILITY COMPANY AGREEMENT of ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC dated as of January 6, 2022

RECITALS

Section 3.2Series Operation. Each Series shall operate to the extent practicable as if it were a separate limited liability company. Accordingly, references to the Company herein will, unless and only to the extent the context otherwise requires, be interpreted to treat each individual Series severally.  

Section 3.3Series Designation and Series Agreement. The Series Designation establishing a Series, or its Series Agreement, may (i) specify a name or names under which the business and affairs of such Series may be conducted, (ii) designate, fix, and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities, and obligations in respect of Units of such Series and the Series Members associated therewith (to the extent such terms differ from those set forth in this Agreement), and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Manager amending any Series Designation) shall be effective when a duly executed original of the same is included by the Manager among the permanent records of the  

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Company. The Series Designation establishing a Series or its Series Agreement may set forth specific provisions governing the rights of such Series against a Series Member of such Series who fails to comply with the applicable provisions of this Agreement or the applicable Series Agreement. In the event of a conflict between the terms and conditions of this Agreement and a Series Designation or Series Agreement, the terms and conditions of the Series Designation or Series Agreement with respect to such Series shall prevail.

Section 3.4Series Agreements. Upon the establishment of a Series, the Manager may cause to be drafted a Series Agreement, with such provisions as may be necessary, appropriate, or desirable for operation of such Series and meeting its specific business objectives, including Unit Classes that may have preferential rights to return of capital over other Unit Classes, all as determined by the Manager in its sole and absolute discretion. A Series Agreement may also include, without limitation, the following information with respect to such Series: business purpose; Assets; characteristics; Capital Contribution requirements; investment strategies; and rights, powers, and duties with respect to management, control, and disposition of Assets. 

Section 3.5Recordkeeping. The Manager will maintain a list of all Series created hereunder and the respective Series Members (and category of Series Members) and Units (and the Unit Class of such Units) owned by such Series Members. The Manager shall periodically update such lists as necessary to keep the information contained therein up-to-date, including, without limitation, the establishment of additional Series, the admission or disassociation of Series Members, and all relevant contact information. The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. All Assets and Liabilities associated with a Series shall be accounted separately from the other Assets and Liabilities of the Company or any other Series. 

Section 3.6Assets and Liabilities Associated with a Series. 

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the Manager may allocate and charge such Liabilities (including indemnification obligations) to, between, or among any one or more of the Company and its Series, in such manner and on such basis as the Manager deems fair and equitable, and any Liability so allocated and charged to a particular Series shall thereupon be deemed to be a Liability associated with that Series. Each allocation by the Manager pursuant to the provisions of this Section 3.6(b) shall be conclusive and binding upon the Member(s) and the Series Members associated with each and every Series. All Liabilities associated with a Series shall be enforceable against the Assets associated with that Series only, and not against the Assets associated with any other Series or the Company generally, and except to the extent set forth above, no Liabilities shall be enforceable against the Assets associated with any Series prior to the allocation and charging of such Liabilities as provided herein. Any allocation of Liabilities that are not readily associated with a particular Series to, between, or among one or more of the Company and its Series shall not represent a commingling of such Series to pool capital for the purpose of carrying on a trade or business or making common investments and sharing in profits and losses therefrom. The Manager has caused notice of this limitation on inter-Series Liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18‐215(b) of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18‐207 of the Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement or any Series Agreement, no Distribution on or in respect of Units in a particular Series, including, for the avoidance of doubt, any Distribution made in connection with the winding up of such Series, will be effected by the Company other than from the Assets associated with that Series, nor shall any Series Member or former Series Member associated with such Series have any right or claim against the Assets associated with any other Series. Each Series Member shall nevertheless be liable for his/her/its obligations to make Capital Contributions pursuant to the applicable Series Agreement and his/her/its Subscription Agreement.

Section 3.7Subsidiaries of Series. The Manager may, but is not required to, form Series Subsidiary(ies) on behalf of a Series as necessary or convenient to (i) purchase Assets in accordance with the objectives of such Series, (ii) dispose of Assets of the Series, (iii) collect revenue from Asset performance, (iv) take title to Assets, (v) borrow money in order to finance Assets, or (vi) any other purpose as determined by the Manager. If a Series Subsidiary is formed, the sole member of the Series Subsidiary will be the Series, and the Manager shall retain management control of the Series Subsidiary on behalf of the Series and its Series Members. 

Section 3.8Affiliates of the Manager. The Manager or any Affiliate of the Manager may provide or participate in management, Asset management, or other Asset-related services or any other services for any Series or Series Subsidiaries, or may be a party to contracts related to developing, selling, or purchasing Assets. Such services and contracts shall not be considered a conflict of interest nor will contracts related thereto require the consent of any Person other than as specifically provided herein or in an applicable Series Agreement with respect to such Series.  

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the applicable Series Agreement, by completing, signing, and delivering to the Manager a completed Joinder or other agreement, which may include a Subscription Agreement, in form satisfactory to the Manager, (iii) the Manager, in its sole and absolute discretion, must approve the admittance of such Person as a Member of the Company or a Series Member of the Series, as applicable, and (iv) such Person must be listed by the Manager on the books and records of the Company as a Member of the Company or a Series Member of the Series. If items (i), (ii), (iii), and (iv) above have not been satisfied with respect to a Person, such Person will not be deemed to be a Member or Series Member, as applicable, and will have no rights with respect to any Units of the Company or its Series.

(b)The name, mailing address, and electronic mail address of each Member and Series Member will be listed on the books and records of the Company and each Series maintained for such purpose by the Company and each Series. The Manager will update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.  

(c)Except as otherwise provided in the Act and subject to Section 4.1(e) and the Series Designation establishing such Series, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member(s) and Series Members shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member or Series Member.  

(e)If a Member or Series Member ceases to be a Member or Series Member, as applicable, whether as a result of the Transfer or redemption of all of his/her/its Units or the liquidation in accordance with Section 12.3 of the only Series of which a Series Member is actually a Series Member, the Manager will update the records of the Company to reflect the change in roster of Members or Series  

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Members, as applicable. Upon such update by the Manager, any Units issued to or otherwise owned by and retained by such former Member or Series Member will be null and void.

(f)Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member or Series Member, on the other hand, any Member or Series Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series. None of the Company, any Series, or any of the other Member(s) or Series Members shall have any rights by virtue of this Agreement or any Series Agreement in any such business interests or activities of any such Member or Series Member in accordance with the foregoing.  

Section 4.2Capital Contributions. 

(c)Except to the extent expressly provided in this Agreement or any Series Agreement: (i) no Member or Series Member will be entitled to the withdrawal or return of his/her/its Capital Contribution, except to the extent, if any, that Distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent so provided; (ii) no interest shall be paid by the Company or any Series on any Capital Contributions; and (iii) no Member or Series Member, in his/her/its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company’s or any Series’ name, or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member or Series Member, as applicable.  

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(ii)Series Membership Units. Each Series is authorized to sell and issue Membership Units. Each “Membership Unit” represents a voting interest in an applicable Series, and is entitled to (A) allocations of Profits and Losses of such Series and Distributions of Series Distributable Cash remaining after (i) the Distribution to Profit Members of the applicable Preferred Return and (ii) Distribution of Series Distributable Cash to Profit Members and as payment of the Service Fee to the Manager, each in accordance with the applicable Series Agreement for such Series, and (B) one (1) vote on all matters to be voted upon by such Series’ Voting Member(s).  

(iii)Series Profits Units. Each Series is authorized to sell and issue one (1) or more classes of Profits Units (each a “Profits Unit” and collectively “Profits Units”). Each Profits Unit represents a non-voting, solely economic interest in an applicable Series, and is entitled to only allocations of Profits and Losses of such Series and Distributions of Series Distributable Cash of such Series as declared in accordance with this Agreement and/or the applicable Series Agreement for such Series. 

(b)The Company or any Series may issue Units and options, rights, and warrants relating to Units, for any Company or Series purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services, or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager determines from time to time, all without the need for approval of the Members or Series Members. Each Unit has the rights and will be governed by the provisions set forth in this Agreement or the applicable Series Agreement.  

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(e)The Manager may, without the consent or approval of any Members or Series Members, amend this Agreement or any Series Agreement and make any filings under the Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any acts it is authorized to perform pursuant to this Article IV.  

Section 4.4Voting Rights of Units Generally. Unless otherwise provided in this Agreement or any applicable Series Agreement, Company Units and Membership Units shall entitle Members or Voting Members, as applicable to one (1) vote per Company Unit or Membership Unit on any and all matters submitted for the consent or approval of Members or Series Members of a Series. In furtherance of the foregoing, all Profits Units will be non-voting, and Profits Members will have no voting rights hereunder or under any Series Agreement with respect to such Profits Units.  

Section 4.5Record Holders. The Company may recognize the Member or Series Member admitted by the Company or any Series, as applicable, as the owner of a Unit and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Unit on the part of any other Person, regardless of whether the Company has actual or other notice thereof, except as otherwise provided in this Agreement, any Series Agreement, by law, or any applicable rule, regulation, guideline, or requirement of any National Securities Exchange on which such Unit is listed for trading (if ever). Without limiting the foregoing, if a Person (such as a broker, dealer, bank, trust company, or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent, or in some other representative capacity for another Person in acquiring or holding Units, as between the Company on the one hand, and such representative Person on the other, such representative Person shall be the owner of such Units.  

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Section 4.8Relationship of Member(s) and Series Members to Third Persons. The liability of the Member(s), Series Members, Manager, and other agents of the Company or its Series is limited to the fullest extent permitted under the Act. No Member or Series Member, other than in its capacity as the Manager, shall take part in the control, management, direction, or operation of the affairs of the Company or any Series, unless otherwise expressly provided in this Agreement or applicable Series Agreement or specifically required under the Act, nor shall any Member or Series Member have power to bind the Company or a Series in his/her/its capacity as a Member or Series Member. 

(a)execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices: (i) all certificates, documents, and other instruments (including this Agreement, any Series Agreement, the Certificate of Formation, any Series Designation, and all amendments or restatements hereof or thereof) that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to form, qualify, or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (ii) all certificates, documents, and other instruments that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification, or restatement of this Agreement; (iii) all certificates, documents, and other instruments that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to reflect the dissolution, liquidation, or termination of the Company or a Series pursuant to the terms of this Agreement; (iv) all certificates, documents, and other instruments relating to the admission, withdrawal, or substitution of any Member or Series Member pursuant to or in connection with other events described in Article IV or Article XII; (v) all certificates, documents, and other instruments relating to the determination of the rights, preferences, and privileges of any Unit or Unit Class issued or created pursuant to Section 4.3; (vi) all certificates, documents, and other instruments that the Manager or Liquidator, as applicable, determines to be necessary or appropriate to maintain the separate rights, Assets, obligations, and Liabilities of each Series; and (vii) all certificates, documents, and other instruments (including agreements and a certificates of merger) relating to a merger, consolidation, or conversion of the Company, its Series, or Series Subsidiaries; and  

Nothing contained in this Section 5.1 shall be construed as authorizing the Manager or the Liquidator, as applicable, to amend, change, or modify this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement.

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Section 5.2Irrevocability. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy, or termination of any Member or Series Member and the transfer of all or any portion of such Member’s or Series Member’s Units and shall extend to such Member’s or Series Member’s heirs, successors, assigns, and personal representatives. Each such Member or Series Member hereby agrees to be bound by any representation made by the Manager or the Liquidator or their authorized representatives, as applicable, acting in good faith pursuant to such power of attorney; and each such Member and Series Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate, or disaffirm the action of the Manager or the Liquidator, as applicable, taken in good faith under such power of attorney in accordance with this Article V. Each Member and Series Member shall execute and deliver to the Manager or the Liquidator, as applicable, within fifteen (15) days after receipt of the request therefor, such further designation, powers of attorney, and other instruments as the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to effectuate this Agreement, any Series Agreement, or the purposes of the Company or its Series.  

(a)prepare and give reports of operations of the Company or any Series; 

(b)supervise and manage the Company’s and its Series’ business and affairs; 

(c)enter into, execute, and perform, in the Company’s or any Series’ name, any contracts, agreements, notes, or other documents as necessary or desirable in the Manager’s sole discretion in connection with the operation of the Company or any Series; 

(d)borrow money, on the Company’s or a Series’ credit, for use in the Company’s or its Series’ business, from banks, other lending institutions, other Members or Series Members, or the Manager, on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in Assets of a Series to secure repayment of the borrowed sums; 

(e)execute on behalf of Company or a Series all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage, or disposition of property, assignments, allonges, releases of deed, contracts of deed, bills of sale, leases, and  

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any other instruments or documents necessary, appropriate, convenient, advisable, or incidental to the business of the Company or such Series;

(f)purchase personal property or Assets for use by the Company or a Series and, in connection with such a purchase, grant a security interest in the property or Asset purchased; 

(g)make and undertake all necessary and reasonable expenditures to acquire and improve the Company’s or Series’ Assets and pay the fees described herein; 

(h)hire or retain employees, agents, service providers, attorneys, consultants, advisors, custodians, placement agents, accountants, and other professionals in connection with the furtherance of the Company’s or its Series’ best interests for the purpose of advising the Manager and the Company or its Series with its operations and affairs or operating the day-to-day management of the Company or such Series;  

(j)appoint, elect, and remove, with or without cause, in its sole discretion, Persons to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager; 

(k)select, retain, and dismiss employees, agents, outside attorneys, accountants, consultants, and contractors, and determine their compensation and other terms of employment, retention, or hiring, and pay fees, expenses, salaries, wages, and other compensation to such Persons;  

(l)enter into commercially reasonable agreements with any Affiliate or control Person of the Company, a Series, Manager, Member, Series Member, or beneficial owner of any of the foregoing, including, without limitation, acquiring title or management control of an Asset from any such Person; 

(m)open, maintain, and close bank, brokerage, and money market accounts and draw checks and other orders for the payment of moneys; 

(n)bring, ▇▇▇, prosecute, defend, settle, or compromise Proceedings and pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against Company or its Series or hold such proceeds against the payment of contingent liabilities; 

(o)have and maintain offices and in connection therewith rent or acquire office space and engage personnel; 

(p)execute, deliver, and perform all agreements in connection with the creation of Unit Classes or sale or issuance of Units, including, but not limited to, Subscription Agreements and any side letters with one or more Members or Series Members or prospective Members or Series Members;  

(q)form one or more subsidiary companies or partnerships or other entities of the Company or Series Subsidiaries of a Series for the purpose of taking title to or management control of a specific Asset, so long as the Series Subsidiary is managed by the Manager or an Affiliate; 

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(r)make any and all elections under the Code or any state or local tax law (except as otherwise provided herein), including, without limitation, pursuant to Sections 734(b), 743(b), and 754 of the Code; 

(s)maintain cash reserves for anticipated investment and operational expenses, liabilities, and obligations of the Company or its Series, whether actual or contingent, in such amounts as the Manager in its reasonable discretion deems necessary or advisable (which may reduce Distributable Cash hereunder); 

(t)subject to Section 4.1(a), admit Persons as Members of the Company or Series Members of a Series; 

(u)modify the Company’s or a Series’ books and records to reflect any additional Members, Series Members, Units, Unit Classes, and Capital Contributions, and associated changes to the relative percentage interests of each Member or Series Member, as applicable;  

(w)maintain insurance for the benefit of the Company, a Series, or the Indemnified Persons, and reinvest or otherwise treat in its sole discretion any proceeds received from an insurance claim;  

(x)indemnify any Person against Liabilities and contingencies to the extent permitted hereunder and by law;  

(y)give consent of or vote on behalf of the Company or a Series or Series Subsidiary any securities that may be owned by the Company or such Series or Series Subsidiary;  

(z)waive any condition or other matter by the Company or a Series; 

(aa)enter into listing agreements with any National Securities Exchange and delist some or all of the Units from, or request that trading be suspended on, any such exchange;  

(bb)issue, sell, or otherwise dispose, or purchase or otherwise acquire, Units or options, rights, or warrants relating to Units; 

(cc)register any offer, issuance, sale, or resale of Units or other securities of any Series issued or to be issued by the Company or Series under the Securities Act and any other applicable securities laws (including any resale of Units or other securities by Member(s), Series Members, or other security holders); 

(dd)purchase liability and other insurance to protect Assets and business of the Company or its Series, directors and officers of a Series, the Series itself, the Manager, or the Company; 

(ee)hold, own, and operate such real and personal properties in the name of the Company, a Series, Series Subsidiary(ies), or any of their Affiliates, as applicable; 

(ff)enter into joint ventures with other companies to accomplish the objectives of a Series; 

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(gg)sell or otherwise dispose of all or substantially all of the Assets of the Company or a Series as part of a single transaction or plan or series of related transactions; and 

(hh)carry on any other activities necessary to, in connection with, or incidental to, any of the foregoing or the Company’s or a Series’ business, investments, and other activities. 

(b)The Manager may be compensated for services rendered to the Company from time to time (if applicable, “Company Management Fee”). The Manager may also be entitled to receive from each Series as compensation for the management of its Assets, and in such cases, such Series would be obligated to pay to the Manager, as applicable, a fee in respect thereto, as may be set forth in the Series Agreement with respect to such Series (if applicable, the “Asset Management Fee”).  The Manager may waive or reduce any of the foregoing Fees in its sole discretion from time to time. The Manager is also entitled to be reimbursed under the terms of this Agreement or any Series Agreement for any expenses described in Section 6.4(b)-(c) below incurred by it on behalf of the Company or a Series. The Manager shall bear all of the normal expenses incurred by it, except for expenses described in Section 6.4(b)-(c) below. Such normal management expenses to be borne by the Manager include expenditures on account of: (i) salaries and wages of the Manager’s employees and consultants; (ii) rentals payable for space used by the Manager; and (iii) expenditures for equipment and supplies used by the Manager. 

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(b)The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by each Member and Series Member to modify such duties and liabilities of the Indemnified Person to the extent permitted by law.  

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determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 6.5(a). Neither a contrary determination in the specific case under Section 6.5(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e)To the fullest extent permitted by law, Expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any civil, criminal, administrative, or investigative action, suit, or Proceeding may, at the option of the Manager, be paid by the applicable Series in advance of the final disposition of such action, suit, or Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified by each such Series as authorized in this Section 6.5.  

(f)The indemnification and advancement of Expenses provided by or granted pursuant to this Section 6.5 is not exclusive of any other rights to which those seeking indemnification or advancement of Expenses may be entitled under this Agreement, or any other agreement, or otherwise, and will continue as to an Indemnified Person who has ceased to serve in such capacity and inures to the benefit of the heirs, successors, assigns, and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company and its Series that indemnification of the Persons specified in Section 6.5(a) shall be made to the fullest extent permitted by law. The provisions of this Section 6.5 shall not be deemed to preclude the indemnification of any Person who is not specified in Section 6.5(a) but whom the Company or an applicable Series has the power or obligation to indemnify under the provisions of the Act.  

(g)The Company and any Series may, but is not obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 6.5 or elsewhere in this Agreement against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, regardless of whether the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 6.5.  

(h)If this Section 6.5 or any portion of this Section 6.5 is invalidated on any ground by a court of competent jurisdiction, the Company and each applicable Series shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, Proceeding, or investigation, whether civil, criminal, or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.5 that has not been invalidated.  

(i)Each of the Indemnified Persons may, in the performance of his, her, or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company or any Series in furtherance of the interests of the Company or such Series in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions, provided that such legal counsel or accountants were selected with reasonable care by or on behalf of such Indemnified Person.  

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(j)An Indemnified Person will not be denied indemnification in whole or in part under this Section 6.5 as a result of the Indemnified Person having an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by this Agreement and any applicable Series Agreement.  

(k)Any liabilities that an Indemnified Person incurs as a result of acting on behalf of the Company or any Series (whether as a fiduciary or otherwise) in connection with the operation, administration, or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust, or other funding mechanism, or otherwise) shall be treated as Expenses indemnifiable under this Section 6.5, to the maximum extent permitted by law.  

(l)The Manager shall, in the performance of its duties, be fully protected in relying in good faith upon the records of the Company and its Series and on such information, opinions, reports, or statements presented to the Company by any of the Officers or employees or representatives or advisors of the Company or associated with any Series, or by any other Person as to matters the Manager reasonably believes are within such other Person’s professional or expert competence.  

(m)Any amendment, modification, or repeal of this Section 6.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any Indemnified Person under this Section 6.5 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification, or repeal, regardless of when such claims may arise or be asserted and provided such Person became an Indemnified Person hereunder prior to such amendment, modification, or repeal. 

(a)This Agreement is not intended to and does not create or impose any fiduciary duty of any Covered Person except as required by law. Furthermore, each of the Member(s), Series Members, Company, and its Series hereby waives any and all fiduciary duties of Covered Persons that, absent such waiver, may be implied by applicable law, and in doing so, acknowledge and agree that the duties, including, without limitation, any fiduciary duties, and obligations of Covered Persons owed to the Company, Member(s), and its Series and Series Members, if any, are only as expressly set forth herein. No Covered Person is liable to the Company, Member(s), or its Series or Series Members for any loss, damage, or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in good faith reliance in accordance with the provisions of this Agreement, so long as such action or omission does not constitute fraud or willful misconduct by such Covered Person. 

(b)Each Covered Person is deemed to have fully exercised his/her/its duty of care in performing his/her/its duties and exercising his/her/its rights when he/she/it takes action or omits from taking action upon relying in good faith upon the records of the Company or upon such information, opinions, reports, or statements delivered or made available by any of the following Persons: (i) another Member or Series Member; (ii) one or more officers or employees of the Company or its Series; (iii) any attorney, independent accountant, appraiser, or other expert or professional employed or engaged by or on behalf of the Company or its Series or any Affiliate thereof; or (iv) any other Person selected or contracted with in good faith by or on behalf of the Company or its Series or the Manager, in each case as to matters that such Covered Person reasonably believes to be within such other Person’s profession or general competence. 

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(c)In furtherance and not in limitation of Sections 6.6(a)-(b), unless the Manager’s actions (i) are intentional, adverse acts with the goal of acting against the interests of the Company or its Series, or (ii) constitute reckless indifference with respect to the interests of the Company or its Series, the Manager will not be liable, responsible, or accountable in any way at law or in equity to any of the Member(s), Series Members, the Company, or any Series for any act or omission on behalf of the Company or its Series performed in good faith and in a manner reasonably believed by the Manager, in its sole good faith discretion, to be within the scope of the authority granted to the Manager by this Agreement, any Series Agreement, or applicable law. The Manager is not liable at law or in equity for omitting to do any act that the Manager is not specifically required to do under this Agreement, and the Manager owes no duties or liabilities, express or implied, to the Company, Member(s), Series, or Series Members, except as specifically set forth in this Agreement or any applicable Series Agreement. 

(a)Composition. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager may be removed from such position, with or without cause, in the sole discretion of the Manager, by and upon delivery of written notice of such removal by the Manager. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager may resign at any time by delivering written notice of his/her/its intent to the Manager. Such resignation will be effective when the notice is delivered, unless a later effective date is specified in the notice. 

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(b)Role and Function. The functions and role of any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager will be to serve the Company or a Series through the delivery of recommendations or advice on the operations and business affairs of the Company or such Series and, to the extent authorized by the Manager, act for or on behalf of the Company or any Series. 

(c)Authority. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager will have no actual or implied authority to bind the affairs and operations of the Company or its Series, except to the extent so authorized by the Manager. Any recommendations or advice offered by any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by Manager will be merely suggestive and non-binding on the Manager, Member(s), Series Members, the Company, or its Series. The Manager may, in its sole discretion, accept or reject any recommendations or advice offered or presented by a Person serving on, under, or as a member of any committee, board of directors, or officer position. 

Section 6.9Exclusion by the Manager. The Manager may, in its sole and absolute discretion, exclude any particular proposed or existing Member or Series Member from participating in all or any part of a Series if the Manager determines that such participation by such Member or Series Member in all or part of such Series could (i) have a reasonable likelihood of violating applicable law, (ii) result in a significant delay, extraordinary expense, or adverse effect with respect to such Series or the Company, (iii) increase the risk that the creation and implementation of such Series would not be consummated, or (iv) impose any material filing, tax, regulatory, or other business burden to which the Company, its Series, or any other Member or Series Member, or any of the foregoing Persons’ Affiliates would not otherwise be subject. 

Section 6.10Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to this Article VI, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager consistent with this and any Series Agreement, shall be final and conclusive and shall be binding upon the Company, this Series and every holder of Units in this Series: 

(a)the calculation and amount of Distributions and Distributable Cash for the Company or any Series and the amount of assets at any time legally available for the payment of distributions on Shares of any Series 

(b)The calculation and amount of any Service Fee, Company Management Fees, Asset Management Fees, Sourcing Fees, Operating Expenses, and Reserves; 

(c)all costs and expenses incidental to the termination and winding up of a Series and its share of the costs and expenses incidental to the termination and winding up of the Company;  

(d)the amount and classification of any Abandonment Costs, Acquisition Expenses, Operating Expenses and Reserves; 

(e)the amount of paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any Reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); 

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(f)any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series; 

(g)the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Shares; 

(h)the number of Units within a Series; 

(i)any matter relating to the acquisition, holding and disposition of any assets by any Series; 

(j)the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; 

(k)each of the matters set forth in Section 6.1; or 

(l)any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager. 

Section 6.11Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager and any Officer authorized by the Manager to act on behalf of and in the name of the Company or applicable Series has full power and authority to encumber, sell, or otherwise use in any manner any and all Assets of the Company or such Series and to enter into any contracts on behalf of the Company or such Series to the extent permitted by this Agreement, and such Person shall be entitled to deal with the Manager or any Officer as if it were the Company’s or such Series’ sole party in interest, both legally and beneficially. Each Member and Series Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate, or disaffirm any action of the Manager or any Officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any Officer or its representatives. Each and every certificate, document, or other instrument executed on behalf of the Company or any Series by the Manager or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document, or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document, or instrument was duly authorized and empowered to do so for and on behalf of the Company or applicable Series, and (c) such certificate, document, or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series. 

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Member’s ownership in each Series, and a Member’s Operating Account is intended to reflect the Member’s interest in the Company not attributable to any Series. Each Series shall be treated as a separate Series with separate Series Accounts. Each Series Member’s Series Account with respect to a specific Series will be credited by the Series Member’s Capital Contributions with respect to such Series and his/her/its share of any Profits with respect to such Series and its Assets, and debited by the Series Member’s share of any Losses and Liabilities with respect to such Series, all as more fully set forth in this Article VII. Each Member’s Operating Account shall be credited with his/her/its Capital Contributions and his/her/its share of any Profits, in each case with respect to the Company generally or not attributable to any particular Series, and shall be debited by Losses and Liabilities with respect to the Company generally or not attributable to any particular Series. For the avoidance of doubt, all items credited or debited to a Series Member’s Series Accounts and a Member’s Operating Account will also be credited or debited to the Member’s or Series Member’s Capital Account. A Member will have a Series Account only with respect to a Series in which such Member is a Series Member.

(i)First, to the Profits Members of such Series (ratably among such Profits Members based upon such Profits Members’ Unpaid Yield relative to the aggregate Unpaid Yield with respect to all Profits Members of such Series), until the aggregate Unpaid Yield, if any, with respect to all Profits Members of such Series has been reduced to zero (0). 

(ii)Thereafter, (A) 50% of Distributable Cash to the Profits Members of such Series (ratably among such Profits Members in proportion to their percentage of Capital Contributions allocable to such Series relative to the total Capital Contributions by all Profits Members allocable to such Series), and (B) 50% of Distributable Cash as a Service Fee to the Manager. 

(b)All Distributions to Member(s) or Series Members pursuant to this Agreement or any Series Agreement shall made be at such times and in such amounts as determined solely by the Manager. In determining Distributable Cash available for Distribution in accordance with this Section 7.3, the Manager may take into account retention of reasonable working capital reserves, which may include maintenance or other fees related to Assets.  

(c)All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, Distribution, or allocation to Series Members shall be treated as amounts distributed to the Series Members pursuant to this Agreement for all purposes of this Agreement and the Series Agreements. Accordingly, the Manager is authorized to withhold from Distributions to the respective Series Members and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state, or local law and shall allocate such amounts to those Series Members with respect to which such amounts were withheld. 

(d)Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any Person if such Distribution would violate the Act or other applicable law. 

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(e)Notwithstanding any provision to the contrary contained in this Agreement, no Series Member shall be entitled to interest on his/her/its Capital Contributions or to return of their Capital Contributions. 

(b)Notwithstanding Section 7.4(a), in the event of the termination and liquidation of a Series, all Distributions shall be made in accordance with, and subject to the terms and conditions of, Article XII.  

(c)Each Distribution in respect of any Units of a Series shall be paid, directly or through any other Person or agent, only to the Series Member owning such Units as of the date set for such Distribution as set forth in the records of the such Series. Such payment shall constitute full payment and satisfaction of the Company’s and such Series’ liability in respect of such payment, if any, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.  

ARTICLE VIII

TAX MATTERS

Section 8.1Elections. It is the intent of this Agreement that the Company be taxed for federal, state, and local purposes as a disregarded entity if there is only one Member of the Company, or as a partnership if there is more than one (1) Member of the Company, as applicable, pursuant to the Code and any corresponding rules and Regulations thereunder. The Company will make an election on IRS Form 8832 for each Series to be treated as an association taxable as a corporation under Subchapter C of the Code and not as a partnership under Subchapter K of the Code. 

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Section 8.3Tax Examinations and Audits. The Tax Matters Member is authorized to represent the Company, which may be performed by engaging counsel of its selection, in connection with all examinations of the affairs of the Company and its Series by any taxing authority, including any resulting Proceedings, and to expend funds of the Company or its applicable Series for professional services and costs associated therewith. Each Member and Series Member agrees that any action taken by the Tax Matters Member in connection with audits of the Company shall be binding upon such Member or Series Member and that such Member or Series Member shall not independently act with respect to tax audits or tax Proceedings affecting the Company. The Tax Matters Member has sole discretion to determine whether the Company or its Series (either on its own behalf or on behalf of the Members or Series Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. Each Member and Series Member agrees to cooperate with the Tax Matters Member and to do or refrain from doing any or all things reasonably requested by the Tax Matters Member with respect to the conduct of examinations by taxing authorities and any resulting Proceedings. 

Section 8.4Revised Partnership Audit Rules. Except as otherwise set forth herein, and to the extent applicable, in the event of an audit of the Company that is subject to the Revised Partnership Audit Rules or any analogous provision of state or local law, the Tax Matters Member, in its sole discretion, has the right to make any and all elections and to take any actions that are available to be made or taken by the Tax Matters Member or the Company under the Revised Partnership Audit rules (or analogous provisions of state or local law).  

Section 8.5Tax Returns and Tax Deficiencies. Each Member and Series Member agrees that he/she/it shall not treat any Company or Series item inconsistently on his/her/its federal, state, foreign, or other income tax return with the treatment of the item on the Company’s return. Any deficiency for taxes imposed on any Member or Series Member (including, without limitation, penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Section 6226 of the Code) will be paid by such Member or Series Member, as applicable, and if required to be paid (and actually paid) by the Company or a Series, will be recoverable from such Member or Series Member, as applicable. 

Section 8.6Tax Returns. The Manager shall cause to be prepared and timely filed, which includes performing any filings using any filing extensions provided by applicable taxing authorities, all U.S. and non-U.S. tax returns required to be filed by or for the Company and its Series. 

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(c)If the foregoing Redemption Option is not exercised with respect to all or a portion of the Option Member’s Units, but the Manager notifies such Option Member of Option Member’s triggering of any Option Event, the business of the Company and its Series will continue and the Option Member will retain, if anything, only an economic interest based on the Units previously owned by and vested in such Option Member prior to the Option Event. 

(d)If the Redemption Option is exercised, the Company or applicable Series shall make a distribution of cash or property to the Option Member with a value equal in amount to the Fair Market Value of Option Member’s Units subject to the Redemption Option. The Manager has the option to cause the Company or applicable Series to make the distribution of Fair Market Value in five (5) equal, unsecured, nonrecourse annual installments, the first (1^st) of which to be made to the Option Member on or before the sixtieth (60^th) day after delivery by the Manager of the Redemption Notice. The four (4) subsequent payments would be delivered to the Option Member on the same date each year thereafter. The Manager retains the right to cause the acceleration, without penalty, of all or any part of the installment payments at any time. The Company or applicable Series will pay additional amounts computed as if the Option Member were entitled to interest on the undistributed amount of the total distribution to which the  

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Option Member is entitled under this Section 9.2 to an annual simple interest rate equal to the prime interest rate published by the Wall Street Journal as determined on the day of delivery of the Redemption Notice.

(e)In order to fund any obligations under this Agreement, whether pursuant to this Section 9.2 or any other section of this Agreement, the Manager may cause the Company or Series to maintain such life insurance policies on the lives of one (1) or more Members or Series Members as the Manager, in its sole discretion, determines to be desirable. 

Section 9.3Resignation. No Member or Series Member may resign from the Company or any Series, as applicable, other than in connection with a Transfer in accordance with the terms of this Agreement or any applicable Series Agreement. 

Section 9.4Right of Assignee to Become Member or Series Member. No transferee or assignee of a Unit in the Company or its Series, other than an existing Member or Series Member, has any rights of a Member or Series Member hereunder, including access or rights to Company or Series information, books, or records, or to become a substitute Member or Series Member, unless all of the requirements set forth in Section 4.1 above are satisfied. Rather, the transferee or assignee of the Units is entitled to receive only the share of the Distributable Cash to which the transferring Member or Series Member would otherwise be entitled with respect to the Unit(s) so Transferred. Whether an assignee of a Unit becomes a substituted Member or Series Member hereunder, the transferring Member or Series Member is not released from any of the transferring Member’s or Series Member’s liabilities owed to the Company or such Series incurred prior to the date of such Transfer. 

(c)Any Transfer of such Offered Units to be sold to the ROFR Party pursuant to this Section 9.5 will be made at the offices of the ROFR Party or virtually within sixty (60) days following the date of the ROFR Notice. 

(d)If the ROFR Party does not purchase all of the Offered Units within the time frame above, then the Selling Party may Transfer all or any portion of the Offered Units at any time within ninety (90) days after the expiration or completion of the time period above, subject to the other provisions of this Agreement, including, without limitation, Section 9.1. Any such Transfer, if any, will be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the ROFR Notice. Any remaining Offered Units not  

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Transferred within such ninety (90) day period will continue to be subject to the requirements of a prior offer pursuant to this Section 9.5.

(c)Units to be Sold. Each Drag-Along Member shall sell in the Drag-Along Sale, upon the terms set forth in the Offer, all of the Units of the Company or such applicable Series owned by such Drag-Along Member. 

(d)Conditions of Sale. The consideration to be received by a Drag-Along Member will be the same form and amount of consideration per one (1) Unit of the same Unit Class and with respect to Company or the same Series to be received by the Selling Member (or, if the Selling Member is given an option as to the form and amount of consideration to be received, the same option shall be given), and the terms and conditions of such sale will, except as otherwise provided in the immediately succeeding sentence, be the same or substantially similar as those upon which the Selling Member sells the Selling Member’s Offered Units. Each Drag-Along Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Selling Member makes or provides in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Selling Member, each Drag-Along Member shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, all representations, warranties, covenants, and indemnities will be made by the Selling  

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Member and each Drag-Along Member severally and not jointly and any indemnification obligation will be pro rata based on the consideration received by the Selling Member and each Drag-Along Member, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member and each such Drag-Along Member in connection with the Drag-Along Sale.

(e)Expenses. The fees and expenses of the Selling Member incurred in connection with a Drag-Along Sale and for the benefit of all Member(s) or Series Members of such Series (it being understood that costs incurred by or on behalf of Selling Member for his/her/its sole benefit will not be considered to be for the benefit of all Member(s) or Series Members of such Series), to the extent not paid or reimbursed by the Company or the Offeror, will be shared by all Member(s) or Series Members of such Series on a pro rata basis, based on the consideration received by each such Member or Series Member; provided, no Member or Series Member will be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Sale. 

(f)Cooperation. Each applicable Member and Series Member of such Series shall take all actions as may be reasonably necessary or convenient, as determined by the Selling Members, to consummate the Drag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Member. 

(g)Consummation of the Sale. The Selling Member will have ninety (90) days following the date of the Drag-Along Notice in which to consummate and close the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such ninety (90) day period may be extended for a reasonable time not to exceed one hundred eighty (180) days to the extent reasonably necessary to obtain any regulatory or third-party approvals). If at the end of such period the Selling Member has not completed the Drag-Along Sale, the Selling Member may not then effect a transaction subject to this Section 9.7 without again fully complying with the provisions of this Section 9.7. 

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eighty (180) day period, the restrictions described above will continue to apply until the expiration of the seventeen (17) day period beginning on the date of the earnings release or the significant event press release. The underwriters in connection with the Initial Public Offering are intended third-party beneficiaries of this Section 9.8 and have the right, power, and authority to enforce the provisions hereof as though they were a Party hereto. Each Member and Series Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the Initial Public Offering that are consistent with this Section 9.8 and that are necessary to give further effect thereto.

Section 9.9Maintenance of a Register. Subject to the restrictions on Transfer and ownership limitations contained herein: 

(a)The Manager will keep or cause to be kept on behalf of the Company and each Series a register to provide for the registration and Transfer of Units, which, in the sole determination of Manager, may be done using the Platform. The Manager is hereby appointed registrar and transfer agent of the Units, or may appoint such third-party registrar and transfer agent as it determines appropriate in its sole discretion, for the purpose of registering Units and Transfers of such Units as herein provided.  

(c)Nothing contained in this Agreement precludes the settlement of any transactions involving Units entered into through the facilities of any National Securities Exchange on which such Units are listed for trading, if any. 

Section 9.11Remedies for Breach. If the Manager at any time determines in good faith that a Transfer or other event has taken place that is or results in a violation of this Article IX, the Manager may take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company or its Series to redeem Units, refusing to give effect to such Transfer on the books of the Company or its Series, or instituting proceedings to enjoin such Transfer or other event; provided, however, any Transfer or attempted Transfer or other event in violation of this Article IX shall automatically be void ab initio irrespective of any action (or non‐action) by the Manager.  

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ARTICLE X

BOOKS, RECORDS, ACCOUNTING, AND REPORTS

(a)a current list of the full name and last known business or residential address of each Member and Series Member; 

(b)information regarding the Capital Contributions of each Member and Series Member, and the date on which each Member or Series Member became a Member or Series Member and made such Capital Contributions to the Company or its Series, as applicable; 

(c)a copy of this Agreement and the Certificate of Formation, including any amendments hereof or thereof; 

(d)a copy of each Certificate of Registered Series of Limited Liability Company (if any), Series Designation and Series Agreement, including any amendments thereof; 

(e)copies of the Company’s federal, state, and local income tax or information returns and reports;  

(f)copies of each Member’s and Series Member’s K-1 or 1099-MISC with respect to the Company or its Series, as applicable; and 

(g)summary of financial statements of the Company and its Series, as determined by the Manager. 

Section 10.3Fiscal Year. Unless otherwise determined by the Manager or required by applicable law, the Fiscal Year of the Company ends on December 31 of each year. 

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Series or any other party to which the Company is under an obligation of confidentiality (collectively, “Confidential Information”); provided, however, Member(s) and Series Members may disclose any such information (a) that has become generally available to the public through no violation of this Section 10.4, (b) as to which such Member or Series Member has received from a third party to which neither such Member or Series Member, as applicable, nor the Company owes any confidentiality obligation, (c) as may be required or appropriate in any report, statement, or testimony submitted to any governmental authority having jurisdiction over such Member or Series Member, but only that portion of the data and information that, in the written opinion of counsel to such Member or Series Member, is required or would be required to be furnished to avoid liability for contempt or the imposition of any material judicial or governmental penalty or censure, (d) as may be required or appropriate in response to any summons or subpoena or in connection with a Proceeding, or (e) as to which the Manager has given its informed consent in writing.

ARTICLE XI

REPRESENTATIONS AND COVENANTS BY THE PROFITS MEMBERS

Each Profits Member, severally as to himself/herself/itself and not jointly, hereby represents and warrants to, and agrees with, the Manager, the other Member(s) and Series Members, and the Company and its Series, as follows:

Section 11.1Investment Intent; Securities Regulation.  

(a)Such Profits Member acquired or is acquiring such Profits Units with the intent of holding the same for investment for such Profits Member’s own account and without the intent or a view of participating directly or indirectly in any distribution of such Profits Units within the meaning of the Securities Act or any applicable state securities laws. 

(b)Such Profits Member acknowledges and agrees that such Profits Units were or are being issued and sold in reliance on an exemption from registration under the Securities Act and exemptions contained in applicable state securities laws, and that such Profits Units cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective registration statement under the Securities Act and applicable state securities laws. 

(d)Such Profits Member understands that except as provided in this Agreement or applicable Series Agreement, such Profits Member has no contractual right for the registration under the Securities Act of his/her/its Profits Units for public sale and that, unless such Profits Units are registered or an exemption from registration is available, such Profits Units may be required to be held indefinitely. 

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(e)Such Profits Member acknowledges and agrees that no representations or warranties have been made to such Profits Member by the Company, any Series, or any of its or their Manager, Officers, employees, agents, sub-agents, Affiliates, or Subsidiaries, or any other Member or Series Member, in each case, other than any representations of the Company or its Series contained herein or in his/her/its respective Subscription Agreement or Offering Document, and in purchasing its Profits Units such Profits Member is not relying upon any representations other than those contained herein or therein. Such Profits Member further acknowledges that the Company, its Series, and the Manager has not made any representations to such Profits Member regarding the Company’s or such Series’ business prospects or the Company’s or such Series’ ability to generate revenues in the future. 

(f)Such Profits Member understands and acknowledges that his/her/its purchase of the Profits Units is a speculative investment that involves a high degree of risk and the potential loss of his/her/its entire investment, and, in particular, acknowledges that the Company and its Series is and will be engaged in a highly competitive business. 

(g)Such Profits Member’s overall commitment to investments that are not readily marketable is not disproportionate to such Profits Member’s net worth, and an investment in the Profits Units will not cause such overall commitment to become excessive. 

(h)Such Profits Member is not subscribing for the Profits Units as a result of, or pursuant to, any advertisement, article, notice, or other generalized communication published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting, or any other “general solicitation” as defined and promulgated under the Securities Act and any other applicable federal and state laws and regulations, other than if and to the extent such advertisement(s) are permissible under Regulation A of Section 3(b) of the Securities Act. 

(i)Such Profits Member has taken no action that would give rise to any claim by any Person for brokerage commissions, finders’ fees, or the like relating to this Agreement or the Profits Units or the transactions contemplated hereby. 

(j)Such Profits Member has discussed with, and relied upon the advice of, such Profits Member’s counsel with regard to the meaning and legal consequences of such Profits Member’s representations and warranties in this Agreement and the considerations involved in making an investment in the Company, and such Profits Member understands that the Company is relying on the information set forth herein and therein. 

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Section 11.3Tax Position. Unless otherwise required by applicable law, no Profits Member will take a position on such Profits Member’s income tax return, in any claim for refund, or in any administrative or legal Proceedings that is inconsistent with this Agreement or with any return filed by the Company or its Series. If any Profits Member believes that such a position is required by applicable law, such Profits Member will promptly notify the Manager in writing, citing such applicable law or any interpretation thereof. 

Section 11.4Information. Such Profits Member has received all documents, books, and records pertaining to an investment in the Company or applicable Series requested by such Profits Member. Such Profits Member has had a reasonable opportunity to ask questions of and receive answers concerning the Company and its Series, and all such questions have been answered to such Profits Member’s satisfaction, and such Profits Member acknowledges that other Members or Series Members may have received additional and/or different disclosure materials relating to the Company or its Series and there is no guarantee that all Members and Series Members have received the same information. 

Section 11.5Licenses and Permits. Such Profits Member will use commercially reasonable efforts to cooperate in providing such information, in signing such documents, and in taking any other action as may reasonably be requested by the Manager in connection with obtaining any foreign, federal, state, or local license or permit needed to operate its business or the business of any Series. 

Section 12.1Dissolution and Termination. 

(i)an election to dissolve the Company by the Manager; 

(ii)the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act;  

(iii)at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Act; or  

(iv)a vote by the Member(s) to dissolve the Company following the for-cause removal of the Manager in accordance with Section 6.3.  

(i)the dissolution of the Company pursuant to Section 12.1(a). 

(ii)an event set forth as an event of termination of such Series in the applicable Series Designation or Series Agreement;  

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(iii)an election to terminate the Series by the Manager; 

(iv)at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Act; or  

(v)a vote by the Voting Member(s) to dissolve the Series following the for-cause removal of the Manager in accordance with Section 6.3.  

(c)The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Act is strictly prohibited and will be void ab initio.  

(a)Subject to Section 12.3(c), the Assets may be disposed of by public or private sale, including, without limitation, purchase by the Liquidator or Manager, on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Series Members associated with such Series.  

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Section 12.3(b) shall be distributed to the holders of the Units of the Series and to the Manager as provided in Section 7.3(a).

Section 12.4Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Distributable Cash and property in connection with the termination of all Series (other than the reservation of amounts for payments in respect of the satisfaction of Liabilities of the Company or any Series), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company and its Series will be taken by the Liquidator or the Manager, as applicable.  

Section 12.5Return of Contributions. None of any Member, Series Member, the Manager, the Liquidator, or any Officer of the Company or associated with any Series or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents, or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of any Series Members with respect to a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Assets associated with the applicable Series, if any, after payment or reservation for Liabilities or other amounts described in this Agreement.  

Section 12.6Waiver of Partition. To the maximum extent permitted by law, each Member and Series Member hereby waives any right to partition of the Company or Assets of a Series.  

(a)a change in the name of the Company or a Series, the location of the principal place of business of the Company or a Series, the registered agent of the Company, or the registered office of the Company;  

(b)the admission, substitution, withdrawal, or removal of Member(s) or Series Members in accordance with this Agreement, any Series Designation, or any Series Agreement;  

(d)a change that, in the sole discretion of the Manager, (i) does not uniquely adversely affect the Profits Members (including adversely affecting the holders of any Unit Class of a Series as compared to other Unit Classes of such Series) in any material respect, (ii) is necessary or appropriate to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute  

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(including the Act), (iii) is necessary, desirable, or appropriate to facilitate the Transfer of Units (including, without limitation, the division of any Unit Class into different or same Unit Classes to facilitate uniformity of tax consequences within such Unit Classes) or comply with any rule, regulation, guideline, or requirement of any National Securities Exchange on which Units are or will be listed for trading, the Platform, or any other Permitted Transfer authorized by the Manager, compliance with any of which the Manager deems to be in the best interests of the Company, its Series, or the Member(s) or Series Members, (iv) is necessary or appropriate in connection with action taken pursuant to Section 4.7, or (v) is required to effect the intent expressed in any Offering Document or Subscription Agreement or the intent of the provisions of this Agreement or any Series Designation or Series Agreement or is otherwise contemplated by this Agreement or any Series Designation or Series Agreement;

(e)a change in the Fiscal Year or taxable year of the Company or any Series and any other similar changes that the Manager determines to be necessary or appropriate;  

(f)an amendment that the Manager determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company, the Manager, any Officers, or any trustees or agents of the Company from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act, or “plan asset” regulations adopted under ERISA, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;  

(g)an amendment that the Manager determines to be necessary or appropriate in connection with the establishment or creation of additional Series pursuant to Section 3.1 or the authorization, establishment, creation, or issuance of any Unit Class pursuant to Section 4.3 and the admission of new Members or Series Members;  

(h)any other amendment permitted in this Agreement to be made by the Manager; and  

(i)any other amendments substantially similar to the foregoing. 

(a)Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Units or Unit Class required to take any action, including Section 4.7, shall be amended, altered, changed, repealed, or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of at least such percentage of Outstanding Units entitled to vote thereon.  

(b)Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Member or Series Member without his/her/its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.1(c) or (ii) change Section 12.1(a), the term of the Company, or except as set forth in Section 12.1(a), give any Person the right to dissolve the Company, unless such amendment is approved by Majority Approval.  

(c)Subject to Section 4.3(a), and without limitation of the Manager’s authority to adopt amendments to this Agreement without the approval of any Member(s) or Series Members as generally contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any Unit Class or Series Members of a Series in relation to other Unit Classes or Series Members of a Series must be approved by Majority Approval of such Series.  

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Section 13.3Amendment Approval Process. Amendments to this Agreement or any Series Designation or Series Agreement may be proposed only by or with the consent of the Manager. The Company will deliver to each Member or Series Member, as applicable, prompt notice of the adoption of every amendment made to this Agreement or any Series Designation or Series Agreement pursuant to this Article XIII to the extent appropriate and practicable.  

ARTICLE XIV

GENERAL PROVISIONS

(a)Any notice to be served in connection with this Agreement or any Series Agreement shall be served in writing (which, for the avoidance of doubt, may include email), and any notice or other correspondence under or in connection with this Agreement or any Series Agreement shall be delivered to the relevant party at the address given in this Agreement or any Series Agreement (or a Joinder) or to such other address as may be notified in writing for the purposes of this Agreement or Series Agreement to the party serving the document and that appears in the books and records of the Company or relevant Series. The Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices or reports on a secure electronic application to which all Members and applicable Series Members have access, which may include the Platform, and any such publication shall constitute a valid method of serving notices under this Agreement and any Series Agreement.  

(b)Any notice or correspondence shall be deemed to have been served as follows: 

(i)in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following delivery;  

(ii)in the case of service by U.S. registered mail, on the third business day after the day on which it was posted;  

(iii)in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following transmission; and  

(iv)in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following publication.  

(c)In proving service (other than service by email), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.  

(d)Any notice to the Company (including any Series) shall be deemed given if received by the Manager at the principal office of the Company. The Manager and the Officers may rely and shall be protected in relying on any notice or other document from a Profits Member or other Person if believed by it to be genuine. 

Section 14.2Successors; Assigns; Entire Agreement. This Agreement is binding upon and inures to the benefit of the Parties. Any and all of the rights of a Member or Series Member under this Agreement or a Series Agreement may be assigned or otherwise conveyed by any Member only as expressly provided by  

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the terms and conditions of this Agreement and any applicable Series Agreement. This Agreement may be executed in counterparts (including by electronic transmission or electronic signature or Joinder), all of which together constitute one (1) agreement. This Agreement, including the Exhibits attached hereto and any Series Designations and Series Agreements, contains the entire agreement among the Parties as to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreement or understanding among the Parties with respect to the subject matter hereof. The waiver of any of the provisions, terms, or conditions contained in this Agreement shall not be considered as a waiver of any of the other provisions, terms, or conditions hereof. If any one (1) or more of the provisions of this Agreement are for any reason held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with applicable law then in effect.

Section 14.3Further Action. From time to time after the Effective Date, upon the request of the Manager, each Member and Series Member shall perform, or cause to be performed, all such additional acts, and shall execute and deliver, or cause to be executed and delivered, all such additional instruments and documents, as may be required to effectuate the purposes of this Agreement.  

Section 14.4Headings. The headings used in this Agreement are used for convenience only and do not constitute substantive matters to be considered in construing this Agreement. 

Section 14.5No Third-Party Rights. Except for Section 6.5 and Section 9.8, the provisions of this Agreement are for the benefit of the Company, its Series, the Manager, the Members, and the Series Members and no other Person, including creditors of the Company or any Series, has any right or claim against the Company or its Series, the Manager, any Member, or Series Member by reason of this Agreement or any Series Agreement or any provision hereof nor is such Person entitled to enforce any provision of this Agreement or any Series Agreement.  

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Section 14.7Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement, or condition.  

Section 14.8Applicable Law, Dispute Resolution, and Jurisdiction. 

(a)Governing Law. This Agreement and its Series Agreements and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Member(s) and Series Members and as between them shall be determined pursuant to the Act and this Agreement and any applicable Series Agreement. To the extent the rights or obligations of any Member or Series Member are different by reason of any provision of this Agreement than they would otherwise be under the Act in the absence of any such provision, or even if this Agreement is inconsistent with the Act, this Agreement shall control, except to the extent the Act prohibits any particular provision of the Act to be waived or modified, in which event any contrary provisions hereof shall be valid to the extent permitted under the Act.  

(c)Negotiation. Written notice of a Dispute must be sent to the Manager or Series Member by the aggrieved party as described in the notice requirements herein. The parties thereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all parties thereto. If, within a period of sixty (60) days after written notice of such Dispute has been served by a party on the other, the parties have not reached a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to arbitration. The onus is on the complaining party to initiate each next step in this Procedure as provided below. 

(d)Arbitration. Any Dispute that remains unresolved after good faith negotiation shall be settled by binding arbitration in Los Angeles, California, in accordance with the Independent Film & Television Alliance Rules for International Arbitration then in effect, or any successor thereto. Judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof. 

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(e)Jurisdiction. Notwithstanding the foregoing, upon unanimous consent of all parties to a Dispute, or as may be required to effect enforcement of this Agreement by the Manager, including, without limitation, pursuant to Section 9.6, the disputing party may initiate a small claims action or other litigation in lieu of mandatory mediation and arbitration in a court of competent jurisdiction as provided herein. Any such suit, action, or proceeding shall be brought in Los Angeles, California or in the Chancery Court in the State of Delaware, and each Series Member hereby consents to the jurisdiction of the courts located in Los Angeles, California or the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action, or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding that is brought in any such court has been brought in an inconvenient forum. Each Series Member hereby waives the right to commence an action, suit, or proceeding seeking to enforce any provisions of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby or thereby in any court outside of the courts located in Los Angeles, California or in the Chancery Court in the State of Delaware. Process in any suit, action, or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 14.1 will be deemed effective service of process on such party. EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR SERIES MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY UNITS HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR ANY SERIES AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR ITS SERIES OR THE RELATIONS UNDER THIS AGREEMENT OR OTHERWISE AS TO THE COMPANY OR ITS SERIES AS BETWEEN OR AMONG ANY SAID PERSONS.  

Section 14.9Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby.  

Section 14.10Attorneys’ Fees. If the Company, the Manager, or a Series brings or defends an action against another Party to enforce its rights under this Agreement, the Company, the Manager, or such Series shall be entitled to recover its reasonable fees, costs, and expenses, including reasonable attorneys’ fees and costs, incurred in connection with such action and any appeal thereof, provided a judgment, order, or decree is rendered or entered in favor of Company, the Manager, or such Series in such action or Proceeding. 

Section 14.11Consent of Members. Each Member and Series Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members or Series Members, such action may be so taken upon the concurrence of less than all of the Members or Series Members, as applicable, and each Member and Series Member, as applicable, shall be bound by the results of such action.  

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

COMPANY: