AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT among Contextlogic Holdings, llc and THE MEMBERS NAMED HEREIN

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

among

Contextlogic Holdings, llc

and

THE MEMBERS NAMED HEREIN

 

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TABLE OF CONTENTS
ARTICLE I DEFINITIONS			1
Section 1.01	Definitions		1
Section 1.02	Interpretation		10
ARTICLE II ORGANIZATION			10
Section 2.01	Formation		10
Section 2.02	Name		11
Section 2.03	Principal Office		11
Section 2.04	Registered Office; Registered Agent		11
Section 2.05	Purpose; Powers		11
Section 2.06	Term		11
Section 2.07	No State-Law Partnership; Tax Treatment		11
ARTICLE III UNITS			12
Section 3.01	Units Generally		12
Section 3.02	Authorization of Units		12
Section 3.03	Class A Convertible Preferred Units; Class B Common Units		12
Section 3.04	Conversion of Class A Convertible Preferred Units		13
Section 3.05	Other Issuances		13
Section 3.06	Certification of Units		14
ARTICLE IV MEMBERS			14
Section 4.01	Admission of New Members		14
Section 4.02	Representations and Warranties of Members		14
Section 4.03	No Personal Liability		15
Section 4.04	No Withdrawal		15
Section 4.05	Death or Dissolution		16
Section 4.06	Voting		16
Section 4.07	Meetings		16
Section 4.08	Quorum		17
Section 4.09	Action Without Meeting		17
Section 4.10	Power of Members		17
Section 4.11	No Interest in Company Property		17
Section 4.12	BCP Investor Rights		17
ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS			19
Section 5.01	Capital Contributions		19
Section 5.02	Initial Capital Accounts		19
Section 5.03	Additional Capital Contributions		19
Section 5.04	Maintenance of Capital Accounts		19
Section 5.05	Succession Upon Transfer		20
Section 5.06	Negative Capital Accounts		20
Section 5.07	No Withdrawal		20
Section 5.08	Treatment of Loans From Members		20
Section 5.09	Optional Redemption		20
ARTICLE VI ALLOCATIONS			21
Section 6.01	Allocation of Net Income and Net Loss		21
Section 6.02	Regulatory and Special Allocations		21
Section 6.03	Tax Allocations		23
Section 6.04	Allocations in Respect of Transferred Units		24
Section 6.05	Curative Allocations		24
ARTICLE VII DISTRIBUTIONS			24
Section 7.01	General		24
Section 7.02	Timing and Priority of Distributions		24
Section 7.03	Tax Distributions		25

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Section 7.04	Tax Withholding; Withholding Advances		26
Section 7.05	Distributions in Kind		28
ARTICLE VIII MANAGEMENT			28
Section 8.01	Management by the Managing Member		28
Section 8.02	Officers		28
Section 8.03	No Personal Liability		29
ARTICLE IX TRANSFER			29
Section 9.01	General Restrictions on Transfer		29
Section 9.02	Permitted Transfers		29
Section 9.03	Class A Put Right.		29
ARTICLE X COVENANTS			30
Section 10.01	Confidentiality		30
Section 10.02	Restrictive Covenants.		31
ARTICLE XI ACCOUNTING AND TAX MATTERS			32
Section 11.01	Information Rights		32
Section 11.02	Tax Matters		32
Section 11.03	Tax Returns		34
Section 11.04	Company Funds		34
ARTICLE XII DISSOLUTION AND LIQUIDATION			35
Section 12.01	Events of Dissolution		35
Section 12.02	Effectiveness of Dissolution		35
Section 12.03	Liquidation		35
Section 12.04	Cancellation of Certificate		37
Section 12.05	Survival of Rights, Duties and Obligations		37
Section 12.06	Recourse for Claims		37
ARTICLE XIII EXCULPATION AND INDEMNIFICATION			37
Section 13.01	Exculpation of Covered Persons		37
Section 13.02	Liabilities and Duties of Covered Persons		38
Section 13.03	Indemnification		38
Section 13.04	Survival		40
ARTICLE XIV MISCELLANEOUS			40
Section 14.01	Expenses		40
Section 14.02	Further Assurances		40
Section 14.03	Notices		41
Section 14.04	Headings		41
Section 14.05	Severability		41
Section 14.06	Entire Agreement		41
Section 14.07	Successors and Assigns		42
Section 14.08	No Third-party Beneficiaries		42
Section 14.09	Amendment		42
Section 14.10	Waiver		42
Section 14.11	Governing Law		42
Section 14.12	Submission to Jurisdiction		43
Section 14.13	Waiver of Jury Trial		43
Section 14.14	Equitable Remedies		43
Section 14.15	Remedies Cumulative		43
Section 14.16	Counterparts		43

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement of ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 6, 2025 by and among the Company, ContextLogic Inc., a Delaware corporation (“CLI”), BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“BCP”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in ‎Section 1.01 of this Agreement.

RECITALS

“Acquisition” means the consummation of the Company’s next acquisition of businesses or assets (whether by way of merger, recapitalization, purchase of stock or assets, or otherwise) with an aggregate enterprise value of at least $100,000,000 following the date of this Agreement.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, or is a Family Member of such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the

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management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“BBA Rules” means Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.) and any Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.

“Bankruptcy” means, with respect to a Member, the occurrence of any of the following: (a) the filing of an application by such Member for, or a consent to, the appointment of a trustee of such Member’s assets; (b) the filing by such Member of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing such Member’s inability to pay its debts as they come due; (c) the making by such Member of a general assignment for the benefit of such Member’s creditors; (d) the filing by such Member of an answer admitting the material allegations of, or such Member’s consenting to, or defaulting in answering a bankruptcy petition filed against such Member in any bankruptcy proceeding; or (e) the expiration of sixty (60) days following the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Member a bankrupt or appointing a trustee of such Member’s assets.

“Book Depreciation” means, with respect to any Company asset for each Fiscal Year, the Company’s depreciation, amortization, or other cost recovery deductions determined for federal income tax purposes, except that if the Book Value of an asset differs from its adjusted tax basis at the beginning of such Fiscal Year, Book Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Book Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the Partnership Representative in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“Book Value” means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

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provided, that such adjustments pursuant to clauses ‎(i), ‎(ii) and ‎(iii) above need not be made if the Partnership Representative reasonably determines that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Members;

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to close.

“Business Needs” has the meaning set forth in ‎Section 7.01(a).

“Capital Account” has the meaning set forth in ‎Section 5.04.

“Capital Commitment” means, with respect to any Member, the total amount of capital committed to be contributed to the Company by such Member and its Affiliates (collectively, and inclusive of any Capital Contribution by such Member as of the date of this Agreement) as set forth opposite such Member’s name on the Members Schedule, as the same may be revised from time to time in accordance with this Agreement.

“Capital Contribution” means, with respect to any Member, any contribution of cash, cash equivalents and other property to the Company by such Member.

“Certificate of Formation” has the meaning set forth in the Recitals.

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“Class A Accrued Amount” means, at any given time with respect to each Class A Convertible Preferred Unit, the sum of (a) the Class A Unit Contribution Amount, plus (b) any Class A Accumulated Distributions.

“Class A Accumulated Distributions” means any Class A Distributions accumulated to the Class A Accrued Amount pursuant to Section 3.03(a)(ii).

“Class A Contribution Amount” means $1,000 for each Class A Unit.

“Class A Conversion Ratio” means a fraction, the numerator of which is the sum of (a) the Class A Accrued Amount at the time of determination plus (b) any accrued and unpaid Class A Distributions which have not been added to the Class A Accrued Amount at the time of determination and the denominator of which is $8.00; provided, that, in the event that a Listing Event and a Discounted Acquisition Offering have occurred, the denominator shall be reduced to an amount equal to the Discounted Price.

“Class A Convertible Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class A Convertible Preferred Units” in this Agreement.

“Class A Distribution Rate” means, (i) from Closing Effective Date until the day prior to the consummation of an Acquisition, 4.0% and, (ii) from the consummation date of an Acquisition, 8.0%.

“Class A Member” means any holder of Class A Convertible Preferred Units set forth on the Members Schedule.

“Class B Member” means the holder of Class B Common Units set forth on the Members Schedule.

“Class B Common Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class B Common Units” in this Agreement.

“Class P Joinder Agreement” means the Joinder Agreement executed by the Class P Member setting forth the terms and conditions of the Class P Member’s Class P Units.

“Class P Member” means the holder of Class P Units set forth on the Members Schedule.

“Class P Percentage” means product of (x) 5%, multiplied by (y) a fraction, the numerator of which is the number of Class P Units held by the Class P Member as of the specified date, the denominator of which is 2,372,216.60.

“Class P Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class P Units” in this Agreement.

“CLI” has the meaning set forth in the preamble of this Agreement.

“Closing Effective Date” means the date of this Agreement or such other date as determined by CLI and BCP.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the preamble of this Agreement.

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“Company Minimum Gain” means “partnership minimum gain” as defined in Sections 1.704-2(b)(2) of the Treasury Regulations, substituting the term “Company” for the term “partnership” as the context requires.

“Company Subsidiary” means a Subsidiary of the Company.

“Confidential Information” has the meaning set forth in ‎Section 10.01(a).

“Conversion Notice” has the meaning set forth in ‎Section 3.04.

“Covered Person” has the meaning set forth in ‎Section 13.01(a).

“Delaware Act” means the Delaware Limited Liability Company Act, Title 6, Chapter 18, §§ 18-101, et seq, and any successor statute, as it may be amended from time to time.

“Discounted Acquisition Offering” means an offering of common equity securities (or securities exchangeable into, or exercisable for, common equity securities) of CLI or the Company, made in connection with an Acquisition, at a price per offered common equity security that implies a per Unit value of the Company Class B Common Units that is less than $8.00, with such implied price per Company Class B Common Unit (the “Discounted Price”) being determined by the Class A Members acting in good faith in consultation with the Company. In the event that the offered common equity securities have different rights, privileges and priorities to the Company’s Class B Common Units, the Class A Members and the Company shall cooperate in good faith to make appropriate equitable adjustment(s) to reflect such different rights, privileges and priorities in the determination of the applicable Discounted Price.

“Dissolution Event” has the meaning set forth in ‎Section 12.01.

“Distributable Cash” means, as of any date, the excess of (a) the cash and cash equivalent items, held by the Company over (b) the sum of the amount of such items as the Managing Member determines to be necessary for (i) the proper conduct of the business of the Company and its Subsidiaries, and (ii) to pay or otherwise satisfy expenses, liabilities and obligations of the Company and its Subsidiaries.

“Distribution” means a distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, that none of the following shall be a Distribution: (a) any redemption or purchase by the Company or any Member of any Units or Unit Equivalents; (b) any recapitalization or exchange of securities of the Company; or (c) any subdivision (by a split of Units or otherwise) or any combination (by a reverse split of Units or otherwise) of any outstanding Units. “Distribute” and “Distributed” when used as a verb and “Distributable” and “Distributive” when used as an adjective shall each have a correlative meaning.

“Distribution Threshold” means the sum of (a) the Parent Cash Contribution, plus (b) the product of (x) the Class A Contribution Amount multiplied by (y) the number of Class A Convertible Preferred Units issued on the Closing Effective Date and the Subsequent Closing Date (as defined in the Investment Agreement), if any.

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

“Excess Net Losses” has the meaning set forth in ‎Section 6.02(h).

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“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Managing Member based on such factors as the Managing Member, in the exercise of its reasonable business judgment, considers relevant.

“Family Members” means, with respect to any Person, any parent, spouse, sibling, niece, nephew or any spouse thereof, and any direct descendant (natural or adoptive) of any such Person.

“Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

“Fully Diluted Basis” means, as of any date of determination, (a) with respect to all the Units, all issued and outstanding Units of the Company and all Units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable, or (b) with respect to any specified type, class or series of Units, all issued and outstanding Units designated as such type, class or series and all such designated Units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Imputed Underpayment Amount” has the meaning set forth in ‎Section 7.04(d).

“Indebtedness” means with respect to any Person on any date of determination (without duplication): (i) the principal of indebtedness of such Person for borrowed money; (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are expected to be satisfied within 30 days of becoming due and payable); (iv) all Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; and (v) all guarantees by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person.

“Investment Agreement” has the meaning set forth in ‎Section 3.03(a).

“Joinder Agreement” means the joinder agreement in form and substance attached hereto as Exhibit A.

“Liquidator” means a Person designated by the Managing Member for the purpose of liquidating the Company’s assets and winding up the Company’s business and affairs.

“Listing Event” means, following the date hereof, the delisting of CLI common stock from the Nasdaq Global Select Market.

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“Losses” has the meaning set forth in ‎Section 13.03(a).

“Managing Member” means CLI.

“Member” means (a) each Person who has executed this Agreement or a counterpart thereof; and (b) each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Delaware Act, in each case so long as such Person is shown on the Company’s books and records as the owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4), substituting the term “Company” for the term “partnership” and the term “Member” for the term “partner” as the context requires.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deduction” means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

“Members Schedule” has the meaning set forth in ‎Section 3.01.

“Membership Interest” means an interest in the Company owned by a Member, including such Member’s right (based on the type and class of Unit or Units held by such Member), as applicable, to (a) a Distributive share of Net Income, Net Losses and other items of income, gain, loss and deduction of the Company; (b) a Distributive share of the assets of the Company; (c) vote on, consent to or otherwise participate in any decision of the Members as provided in this Agreement; and (d) any and all other benefits to which such Member may be entitled as provided in this Agreement or the Delaware Act.

“Misallocated Item” has the meaning set forth in ‎Section 6.05.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Company’s taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments (without duplication):

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“New TopCo Structure” means has the meaning set forth in the Investment Agreement.

“New Interests” has the meaning set forth in ‎Section 3.05.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

“Officers” has the meaning set forth in ‎Section 8.02.

“Partnership Representative” shall mean the Person acting in the capacity of the “partnership representative” (as such term is defined under the BBA Rules) and any “designated individual” through whom the Partnership Representative that is an entity may act, if applicable.

“Permitted Transfer” means a Transfer of Units carried out pursuant to ‎Section 9.02.

“Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Public Company Expenses” means, reasonable and documented, out-of-pocket expenses actually incurred by CLI in order to continue to be publicly traded on a national securities exchange and an SEC reporting company.

“Put Right” has the meaning set forth in ‎Section 9.03(a).

“Put Right Notice” has the meaning set forth in ‎Section 9.03(a).

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“Put Right Trigger” has the meaning set forth in ‎Section 9.03(a).

“Regulatory Allocations” has the meaning set forth in ‎Section 6.02(g).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Retained Distribution” has the meaning set forth in ‎Section 7.02.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“Subsidiary” means, with respect to any Person, any other Person of which (a) a majority of the outstanding shares or other equity interests are owned, directly or indirectly, by the first Person or (b) an amount of voting securities sufficient to elect at least a majority of the board of directors, managers or trustees (or other persons performing similar functions) are owned, directly or indirectly, by the first Person.

“Tax Rate” shall mean a rate determined by the Managing Member in its good faith discretion intended to replicate the highest hypothetical combined U.S. federal, state, and local tax rates to which each Member is subject.

“Tax Distribution” has the meaning set forth in ‎Section 7.03.

“Taxing Authority” has the meaning set forth in ‎Section 7.04(b).

“Total Capital Contribution” means, with respect to any Class A Member, the total amount of Capital Contributions contributed to the Company by such Class A Member.

“Transfer” (including the correlative term “Transferred”) means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Units owned by a Person or any interest (including a beneficial interest) in any Units or Unit Equivalents owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unallocated Item” has the meaning set forth in ‎Section 6.05.

“Unit Equivalents” means any security or obligation that is by its terms, directly or indirectly, convertible into, or exchangeable or exercisable for Units, and any option, warrant or other right to subscribe for, purchase or acquire Units.

“Units” means the Class A Convertible Preferred Units, the Class B Common Units and the Class P Units.

“Unvested Class P Unit” means an outstanding Class P Unit that is not a Vested Class P Unit.

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“Vested Class P Unit” means a Class P Unit with respect to which the Class P Member has become fully vested in, and has a nonforfeitable right to.

“Voting Members” has the meaning set forth in ‎Section 4.07(a).

“Withholding Advances” has the meaning set forth in ‎Section 7.04(b).

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THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT.

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THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

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The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Partnership Representative shall reasonably determine that it is prudent to modify or adjust the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Members), are computed in order to comply with such Treasury Regulations, the Partnership Representative may make such modification or adjustment, provided such modification or adjustment does not affect the amounts distributable to any Member pursuant to this Agreement.

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Notwithstanding anything herein to the contrary, any Distributions with respect to Unvested Class P Units shall be retained by the Company (the “Retained Distribution”) and paid to the Class P Member if and when such Unvested Class P Units become Vested Class P Units; provided, that a portion of any Retained Distribution may be Distributed to the Class P Member as a Tax Distribution if the Class P

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Member is subject to income taxation on the items of income and gain attributable to such Retained Distribution in an amount determined by the Managing Member. If a Class P Unit is canceled or forfeited prior to becoming a Vested Class P Unit, then any such Retained Distribution shall be distributed to the Members in accordance with this ‎Section 7.02 immediately upon the Class P Member’s forfeiture of the Class P Units.

If a Member fails or is unable to deliver to the Partnership Representative the affidavit described in ‎Section 7.04(a)(i), the Partnership Representative may withhold amounts from such Member in accordance with ‎Section 7.04(b).

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Interest shall cease to accrue from the time the Member on whose behalf the Withholding Advance was made repays such Withholding Advance (and all accrued interest) by either method of repayment described above.

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Notwithstanding the foregoing, no Transfer shall be permitted if the Managing Member determines that it creates a material risk (alone or together with other Transfers) that the Company may become treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code.

Any Imputed Underpayment Amount that is properly allocable to an assignor of an interest, as reasonably determined by the Managing Member, shall be treated as a Withholding Advance with respect to the applicable assignee in accordance with ‎Section 7.04. Furthermore, as a condition to any assignment, each assignor shall be required to agree (i) to continue to comply with the provisions of ‎Section 7.04 and ‎Section 11.02 notwithstanding such assignment, and (ii) to indemnify and hold harmless the Company from and against any and all liability with respect to the assignee’s Withholding Advance resulting from Imputed Underpayment Amounts attributable to the assignor to the extent that the assignee fails to do so.

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Any reports, schedules, forms, statements, and other documents filed by CLI with the SEC pursuant to the Exchange Act shall be deemed to have constituted provision of the information required by this ‎Section 11.01.

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provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (y) such Covered Person’s conduct did not constitute fraud or willful misconduct, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the foregoing, the termination

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of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud or willful misconduct; provided, further, that, unless the Managing Member otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person on the one hand and any of the Company or its Subsidiaries on the other.

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If to the Company:	ContextLogic Holdings, LLC c/o CLI, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Executive Officer; Corporate Secretary
with a copy to:	▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP 919 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to a Member, to such Member’s respective mailing address as set forth on the Members Schedule.

 

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[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

COMPANY:

CONTEXTLOGIC HOLDINGS, LLC

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇_____________________

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signatory

 

MANAGING MEMBER:

CONTEXTLOGIC INC.

 

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇_____________________

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Chief Executive Officer

 

MEMBER:

 

BCP Special Opportunities Fund III Originations LP

 

By: BCP Special Opportunities Fund III GP LP, its general partner

 

By: BCP SOF III GP L.L.C., its general partner

 

 

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇_____________________

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Title: Authorized Signatory

 

 

 

 

 

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Members Schedule of ContextLogic Holdings, LLC

Member Name	Class A Convertible Preferred Units	Class B Common Units	Class P Units	Capital Contribution	Capital Commitment
BCP Special Opportunities Fund III Originations LP	75,000	--	--	$75,000,000.00	$75,000,000.00
ContextLogic, Inc.	--	26,322,115.38	--	$141,702,000.00	$141,702,000.00
▇▇▇▇▇ ▇▇▇▇▇	--	--	2,372,216.60	$0	$0

 

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Exhibit A

FORM OF JOINDER AGREEMENT

Reference is hereby made to the Amended and Restated Limited Liability Company Agreement, dated March 6, 2025, as amended and/or restated from time to time (the “LLC Agreement”), by and among ContextLogic Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Company”) and each of the Members of the Company. Pursuant to and in accordance with ‎Section 4.01(b) of the LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the LLC Agreement and agrees that upon execution of this Joinder Agreement, such Person shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the LLC Agreement.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	[●]
	By_____________________ Name: Title:

 

 

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