FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DICE MOLECULES HOLDINGS, LLC (a Delaware limited liability company)

Exhibit 3.1

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

(a Delaware limited liability company)

This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DiCE Molecules Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of August 20, 2021 (the “Effective Date”) by and between the persons and entities who are identified as Members on Schedule 1 attached hereto or who become Members after the Effective Date in accordance with the provisions of this Agreement. Certain capitalized words and phrases in this Agreement shall have the meanings set forth in Exhibit A.

RECITALS:

WHEREAS, certain of the Members adopted that certain Fourth Amended and Restated Limited Liability Company Agreement dated as of December 18, 2020 (the “Prior LLC Agreement”);

WHEREAS, pursuant to that certain Series C-1 Preferred Unit Purchase Agreement dated as of the date hereof (the “Purchase Agreement”), among the Company and certain Members, such Members are purchasing Series C-1 Preferred Units (as defined below) from the Company; and

WHEREAS, in connection with the entry into the Purchase Agreement the parties hereto wish to amend and restate the Prior LLC Agreement in its entirety to read as set forth herein, and the parties hereto wish to enter into this Agreement for the purposes of, among other things, setting forth the provisions regarding the governance and management of the Company, and the rights and obligations of the Members.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

1. Organization of the Company.

a. Name; Organization. The name of the limited liability company is DiCE Molecules Holdings, LLC.

b. Purpose; Powers. The purpose of the Company is to engage in any activity for which limited liability companies may be organized in the State of Delaware. The Company shall possess and may exercise all of the powers and privileges granted by the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.) as may be amended from time to time (the “Delaware Act”) or by any other law or by this Agreement, together with any powers incidental thereto.

c. Principal Office; Registered Office. The principal office of the Company shall be ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, or at such other location as hereafter may be determined by the Board (as defined below). The registered agent for service of process in the State of Delaware and the address of the registered office of the Company shall be as set forth in the Company’s Certificate of Formation.

d. Effectiveness; Term. The Members agree that, effective as of the date set forth in the first paragraph of this Agreement, the rights, duties and obligations of the Members shall be as provided in this Agreement and, except as herein otherwise expressly provided, in the Delaware Act. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Delaware Act.

e. Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Board shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Board, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Board, each Member shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

f. No Partnership Intended for Nontax Purposes. Although the Members intend for the Company to be a partnership for state and federal income tax purposes, the Company is a Delaware limited liability company and not a general or limited partnership, and no Member shall have personal liability for any Company operations, debts, obligations or liability merely as a result of being a Member.

g. Filing of Other Certificates. The Company’s executive officers shall execute, file, publish, and record all certificates, notices, statements, and other instruments and amendments thereto for the formation and operation of a limited liability company as the executive officers deem appropriate.

h. Effect of Inconsistencies with the Delaware Act. To the extent that any provision of this Agreement is prohibited or ineffective under the Delaware Act, this Agreement shall be deemed to be amended to the smallest degree possible in order to make this Agreement effective under the Delaware Act in accordance with the intent of the parties. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

2. Members; Membership Interest Units; Capital Contributions

a. Classes of Units.

(i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein.

(ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”).

(iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Member.

b. Initial Members; Additional Members.

(i) Subject to Section 4(e)(ii), the Board may from time to time authorize and cause the Company to issue, pursuant to the Plan or otherwise, additional Units, securities or rights convertible into Units, options or warrants to purchase Units, or any combination of the foregoing, consisting either of the classes of Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such rights, privileges, preferences and restrictions and other terms and conditions, and in exchange for such cash or other lawful consideration, as the Board may determine, and to admit the holders of such New Securities as Members (“Additional Members”) on such terms as are determined by the Board. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. The number and the class of Units held by each Member shall be set forth opposite such Member’s name on the Schedule 1, which may, without any need for consent or approval of the Members, be updated by the Company from time to time to account for Additional Members and/or any other changes to the Members of the Company effected in accordance with this Agreement.

(ii) The Members acknowledge and agree that it is their intention to provide for the confidential treatment, as among the Members, of details regarding each Member’s Unit holdings (including number and class) vis-à-vis the other Members. To give effect to this intention, the Schedule of Members shall exist in two forms: (i) a separate schedule for each Member; and (ii) a complete schedule listing information relating to all Members. Each separate schedule shall be made available to the individual Member referenced therein, and the complete schedule shall be viewed solely by the Board, the Members who qualify as Major Holders, the officers of the Company and such other Persons as determined by the Board. To the maximum extent permitted by applicable law, each Limited Information Access Member shall not be entitled to (and hereby irrevocably waives) any rights such Member might otherwise have to view or otherwise gain access to the Unit details of any other Member. In the event that any issue arising under this Agreement turns upon information set forth on the Schedule of Members, any Member may request that, at the Company’s expense, the Company’s attorneys or accountants confirm that such issue was properly addressed or resolved in accordance with the terms of this Agreement, but shall not thereby be entitled to view or otherwise gain access to the number of Units or other details of any other Member. All references in this Agreement to the Schedule of Members shall be interpreted in such manner as to give effect to the intentions of this paragraph.

c. Company Right to Repurchase Units. Certain Members have and/or may in the future acquire units that are subject to repurchase by the Company on terms set forth in the Plan and/or a separate membership unit restriction, restricted unit purchase agreement or other agreement (such agreements sometimes referred to herein as a “Restricted Unit Purchase Agreement” or “RUPA”). Each Member acknowledges and agrees that the Company (and/or its assignee) shall have the right to repurchase all or a portion of a Member’s Units purchased, if (and to the extent) set forth in any RUPA and/or other agreement entered into between the Company and such Member.

d. Each recipient of any unit subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code agrees to timely and properly file an election under Section 83(b) of the Code with respect to all such units, and shall promptly provide the Company with a copy of such election.

e. Withdrawal. A Member may not resign or withdraw from the Company prior to the dissolution and winding up of the Company pursuant to Section 8 hereof; provided, however, that a Member who Transfers 100% of his, her or its Units to the Company or to an assignee that becomes a Member in accordance with Section 9 hereof will automatically cease to be a Member.

f. Capital Accounts; Capital Contributions. A separate capital account (a “Capital Account”) shall be maintained for each Member in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv) and as described in detail in Exhibit C to this Agreement. The Capital Accounts of each Member will reflect the initial capital contribution, if any, made by such Member upon admission as a Member of the Company, as well as any additional capital contributions made by such Member thereafter; provided, however, that no Member shall be required to make any additional capital contribution to the Company. No Member shall be required to pay the Company any deficit or negative balance which may exist from time to time in the Member’s Capital Account (including without limitation upon and after dissolution of the Company). No Member shall be entitled to receive any interest on such Member’s capital contributions.

g. Loans by Members. A Member may make a loan or advance money or property to or on behalf of the Company only on such terms (including as to security) as may be agreed by such Member and approved by the Board and the Requisite Investor Managers (as defined below). Such loan or advance shall not increase the Member’s Capital Account, entitle the lending Member to any greater share of Company distributions or subject such lending Member to any greater proportion of Company losses. The amount of such loans or advances shall be a debt owed by the Company to the expense against income of the Company. Notwithstanding the foregoing, no Member shall make any loan to the Company if such loan would reasonably be expected to result, directly or indirectly, in any item of “debt-financed taxable income” within the meaning of Section 514 of the Code being realized by the Company.

h. Spousal Consent. In the event that any Member is married and such Member, and such Member’s legal spouse, reside in a community property state, such Member shall, if requested by the Company, promptly deliver a spousal consent to the terms of this Agreement, and any amendment thereto, in a form provided by the Company.

i. No Right to Employment. Each Member acknowledges and agrees that nothing in this Agreement will be construed as providing any Member any right to employment or continuing employment by the Company, nor will it be construed as limiting or otherwise affecting any obligations or duties owed to the Company by a Member who is an employee in his or her capacity as an employee of the Company. Each Member acknowledges that the Company has the right to terminate the employment of any Member who from time to time is or becomes a Member of the Company at any time for any reason, with or without cause, subject only to such Member’s written employment contract, if any.

j. Right of Member to Conduct Business with the Company and Others. Each Member and any Affiliate of the Member shall, notwithstanding the Member’s ownership of Units in the Company, have the right to:

(i) engage in or possess an interest in other business ventures of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement or the Company’s relationship with the Member established hereby; and

(ii) do business with the Company at any time (including without limitation the power to purchase property from or sell property to the Company and to borrow funds from or lend or advance funds to the Company) in the same manner and with the same rights and obligations as would apply to a person that is not a Member (or Affiliate of a Member) of the Company.

3. Management of the Company.

a. Board of Managers; Authority; Election.

(i) Election. The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board”) which shall initially be comprised of seven (7) individuals (each, a “Manager”). Unless otherwise required by law or this Agreement, including Section 4(e) hereof, the number of Managers serving on the Board shall be fixed from time to time by resolution of a majority of the Board or of a Unitholder Majority, without any requirement to amend this Agreement; provided, however, that (i) in no event will any decrease in the authorized number of Managers constituting the Board shorten the term of any incumbent Manager, and (ii) any decrease in the authorized number of Managers that would have the effect of eliminating a Manager seat allocated to the Series A-1 Preferred Units, Series B Preferred Units, Series C Preferred Units or Common Units under this Section 3(a)(i) shall require the prior vote or written consent of the holders of a majority of such class or series of Units. Each Manager shall be appointed by the vote or written consent of certain Members, or in accordance with Section 3(a)(ii) or (iii) below, as follows:

(1) For so long as 100,000 Series A-1 Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series A-1 Preferred Units after the Effective Date), the Members holding at least a majority of the Series A-1 Preferred Units, voting as a separate class (the “Series A-1 Preferred Majority”) shall be entitled to elect one (1) Manager (the “Series A-1 Preferred Manager”) at each meeting or pursuant to each consent of the Members for the election of Managers, and to remove from office such Manager and to fill any vacancy caused by the resignation, death or removal of such Manager.

(2) For so long as 100,000 Series B Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series B Preferred Units after the Effective Date), the Members holding at least a majority of the Series B Preferred Units, voting as a separate class (the “Series B Preferred Majority”) shall be entitled to elect two (2) Managers (the “Series B Preferred Managers”) at each meeting or pursuant to each consent of the Members for the election of Managers, and to remove from office such Managers and to fill any vacancy caused by the resignation, death or removal of such Managers.

(3) For so long as 100,000 Series C Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series C Preferred Units after the Effective Date), the Members holding at least a majority of the Series C Preferred Units, voting as a separate class (the “Series C Preferred Majority”) shall be entitled to elect one (1) Manager (the “Series C Preferred Manager” and collectively with the Series A-1 Preferred Manager and the Series B Preferred Managers, the “Preferred Managers”) at each meeting or pursuant to each consent of the Members for the election of Managers, and to remove from office such Manager and to fill any vacancy caused by the resignation, death or removal of such Manager.

(4) The Members holding at least a majority of the Common Units, voting as a separate class (the “Common Majority”) shall be entitled to elect two (2) Managers (the “Common Managers”) at each meeting or pursuant to each consent of the Members for the election of Managers, and to remove from office such Manager and to fill any vacancy caused by the resignation, death or removal of such Manager.

(5) The Members holding at least a majority of the Units then outstanding, voting together as a single class on an as-converted to Common Units basis (the “Unitholder Majority”) shall be entitled to elect any remaining Managers (the “At-Large Manager(s)”) at each meeting or pursuant to each consent of the Members for the election of Managers, and to remove from office such Manager and to fill any vacancy caused by the resignation, death or removal of such Manager.

(ii) Vacancies Not Caused by Removal. If any vacancy in the office of any Manager exists, such vacancy may be filled (either contingently or otherwise) by the Members as specified in Section 3(a)(i) or, in the case of the Managers specified in Sections 3(a)(i)(1), (4) and (5) only, by a majority of the voting power of the Managers then in office, although less than a quorum, or by a sole remaining Manager then in office, even if such Managers or such sole remaining Manager were not elected by the holders of the class, classes or series of Units that are entitled to elect a Manager or Managers to office under the provisions of Section 3(a)(i) (the “Specified Interests”) and such electing Manager or Managers shall specify at the time of such election the specific vacant Manager seat being filled; provided, however, that where such vacancy occurs among the Managers elected by Specified Interests, the holders of such Specified Interests may override the Board’s action to fill such vacancy by (1) voting for their own designee to fill such vacancy at a meeting of the Members or (2) written consent, if the consenting Members hold a sufficient number of Units to elect their designee at a meeting of the Members.

(iii) Vacancies Caused by Removal. Any Manager elected as provided in the preceding sentences may be removed without cause by, and any vacancy in the office of any such removed Manager may be filled by, and only by, the affirmative vote of the Members holding the Specified Interests entitled to elect such Manager or Managers, given either at a special meeting of such Members duly called for that purpose or pursuant to a written consent of Members.

(iv) Procedure. At any meeting held for the purpose of electing a Manager, the presence in person or by proxy of the holders of a majority of the outstanding voting power of the Specified Interests entitled to elect such Manager shall constitute a quorum for the purpose of electing such Manager and the candidate or candidates to be elected by such Specified Interests shall be those who receive the highest number of affirmative votes (on an as-converted basis) of the outstanding voting power of such Specified Interests. In the case of an action taken by written consent without a meeting, the candidate or candidates to be elected by such Specified Interests shall be those who are elected by the written consent of the Members holding a majority of voting power of such Specified Interests.

(v) A Manager need not be a Member. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the Company’s purposes, including all powers, statutory or otherwise, including without limitation, the right to execute documents and instruments for the acquisition, mortgage, or disposal of property on behalf of the Company; provided, however, that the prior consent of the Members shall be required for certain actions as set forth in Section 4. Except as otherwise provided in this Agreement, all actions of the Board shall be taken by the affirmative vote of a majority of the Managers then serving on the Board, at a properly held meeting pursuant to Section 3(b) or by unanimous written consent pursuant to Section 3(c).

(vi) Unless specifically authorized to do so by the Board pursuant a delegation of its authority under this Agreement, no Member, employee or other agent of the Company shall have any power or authority to bind the Company, in any way, to pledge its credit or to render it liable for any purpose.

b. Meetings of Board. Meetings of the Board may be called by any Manager. Notice of any meeting may, notwithstanding Section 11 below, be given, orally, in writing or by electronic transmission (including electronic mail), and shall be given to all Managers not less than forty-eight (48) hours prior to the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, facsimile, electronic mail or other means of electronic transmission. A majority of the total number of Managers authorized pursuant to Section 3(a) shall be required to constitute a quorum for the transaction of business by the Board; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board, without notice other than by announcement at the meeting. A notice need not specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice, a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior to the commencement of the meeting. All such waivers, consents and approvals shall be filed with the Company’s records or made a part of the minutes of the meeting. Managers may participate in any meeting of the Managers by means of conference telephones or other means of electronic communication so long as all Managers participating can hear or communicate with one another. A Manager so participating is deemed to be present at the meeting.

c. Committees of the Board. The Board may designate one or more committees, each committee to consist of one or more of the Managers. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the Members any action or matter (other than the election or removal of Managers) expressly required by the Delaware Act to be submitted to Members for approval or (b) adopting, amending or repealing any term or provision of this Agreement.

d. Board Action by Written Consent. Any action that is permitted or required to be taken by the Board may be taken or ratified by written consent setting forth the specific action to be taken, which written consent is signed by all of the Managers.

e. Fiduciary Duties. Each Manager shall owe, and shall act in a manner consistent with, fiduciary duties to the Company and its Members of the nature, and to the same extent, as those owed by directors of a Delaware corporation.

f. Excluded Opportunities. Notwithstanding anything to the contrary herein, the Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any Person (each such Person, a “Protected Person”) that is (i) the Preferred Manager or any other Manager who is not an employee of the Company or any of its subsidiaries, or (ii) any holder of Preferred Units or any of their respective partners, members, managers, directors, stockholders, employees or agents (other than someone who is an employee of the Company or any of its subsidiaries), in each case unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Protected Person expressly and solely in such Protected Person’s capacity as a Manager and in the interest of the Company.

g. Officers.

(i) Subject to the provisions of the Delaware Act and the Certificate of Formation, the Board may determine from time to time to appoint one or more individuals as officers of the Company. An officer need not be a Member of the Company, and any number of offices may be held by the same person. The officers of the Company shall be a chief executive officer and/or a president, a secretary, and a chief financial officer. The Company may also have, at the discretion of the Board such other officers as may be designated from time to time by the Board. Unless otherwise specified in resolutions adopted by the Board, if an officer appointed by the Board has a title that is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such offer of the authority and duties that are normally associated with that office.

(ii) The officers shall be appointed by the Board. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Board until his or her successor is elected, except as otherwise provided by the Delaware Act. Any officer may be removed, with or without cause, at any time by the Board.

4. Member Voting Rights.

a. Members Are Not Agents. The management of the Company is vested in the Board. No Member, acting solely in the capacity of a Member, is an agent of the Company, and no Member in such capacity may bind or execute any instrument on behalf of the Company.

b. Actions of Members. Except as otherwise explicitly provided herein, (i) no action may be taken under this Agreement by the Members as such, whether at a meeting, by written consent or otherwise, and (ii) all effective action is to be taken by the Board. Where this Agreement explicitly provides for action by Members, such action may be taken (i) by the affirmative vote of Members holding Units sufficient to authorize such action taken at a meeting of Members called with at least 48 hours’ notice to all Members, or (ii) without prior notice and without a meeting, if consents in writing shall be signed by Members holding Units sufficient to authorize such action.

c. Voting Rights.

(i) Except as expressly provided in this Agreement, Members will have no voting, approval or consent rights. Members will have the right to approve or disapprove only those matters that are specifically stated in this Agreement to be subject to their approval.

(ii) Any vote of the Members shall occur at a meeting of the Members entitled to vote, or by in writing in the manner provided for herein. Each Common Unit shall be entitled to cast one (1) vote on any matter requiring the approval of such Units, and each Preferred Unit shall be entitled to cast one (1) vote for each Common Unit into which such Preferred Unit is then convertible (on an aggregate basis for each holder of Preferred Units) on any matter requiring approval of such Units. Except as provided by law or the provisions of this Agreement, the holders of Preferred Units and holders of Common Units shall vote together on all matters as a single class.

d. Matters Requiring Majority Approval of All Outstanding Units. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not, without the prior approval of Members holding Units representing a Unitholder Majority, agree to or consummate a Liquidation or Deemed Liquidation Event. For the sake of clarity, subject to any additional approvals required under Section 4(e) below, in the event of a Deemed Liquidation Event, for purposes of the approval of the Members required under Section 18-209 of the Delaware Act, the Common Units and the Preferred Units shall vote together as a single class on an as-converted to Common Unit basis, and shall not be considered to be separate “classes” or “groups.”

e. Matters Requiring Approval of the Requisite Holders. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not, either directly or indirectly (including through any subsidiary of the Company) by amendment, merger, consolidation, reclassification, reorganization or otherwise, do any of the following without (in addition to any other vote required by law or this Agreement) the prior approval of the Requisite Holders, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) take any action, including the amendment, alteration or repeal of any provision of this Agreement, that materially and adversely alters or changes the rights, preferences or privileges of the Preferred Units;

(ii) authorize or create (by reclassification or otherwise) any new class or series of Units having rights, powers, or privileges set forth in the limited liability company agreement of the Company, as then in effect, that are senior to or on parity with the Preferred Units;

(iii) issue any convertible debt (or any similar convertible instrument, such as Simple Agreements for Future Equity), unless such convertible debt (or such similar convertible instrument) has received the prior approval of the Board (including the approval of the Requisite Investor Managers);

(iv) consummate or consent or agree to consummate a Liquidation or Deemed Liquidation Event;

(v) increase or decrease the authorized size of the Board from seven members; or

(vi) redeem or repurchase any Common Units or Preferred Units (other than pursuant to employee or consultant agreements giving the Company the right to repurchase Units upon the termination of services pursuant to the terms of the applicable agreement).

f. Matters Requiring Majority Approval of the Series B Preferred Units. Notwithstanding anything contained in this Agreement to the contrary, so long as 5,000,000 Series B Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series B Preferred Units after the Effective Date), the Company shall not, either directly or indirectly (including through any subsidiary of the Company) by amendment, merger, consolidation, reclassification, reorganization or otherwise, do any of the following without (in addition to any other vote required by law or this Agreement) the prior approval of Series B Preferred Majority, consenting or voting together as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) take any action, including the amendment, alteration or repeal of any provision of this Agreement, that adversely alters or changes the rights, preferences or privileges of the Series B Preferred Units; or

(ii) increase or decrease the number of authorized Series B Preferred Units.

g. Matters Requiring Majority Approval of the Series C Preferred Units. Notwithstanding anything contained in this Agreement to the contrary, so long as 5,000,000 Series C Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series C Preferred Units after the Effective Date), the Company shall not, either directly or indirectly (including through any subsidiary of the Company) by amendment, merger, consolidation, reclassification, reorganization or otherwise, do any of the following without (in addition to any other vote required by law or this Agreement) the prior approval of Series C Preferred Majority, consenting or voting together as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(ii) increase or decrease the number of authorized Series C Preferred Units.

h. Matters Requiring Majority Approval of the Series C-1 Preferred Units. Notwithstanding anything contained in this Agreement to the contrary, so long as 5,000,000 Series C-1 Preferred Units remain outstanding (subject to adjustment for any unit split, reverse unit split or similar event affecting the Series C-1 Preferred Units after the Effective Date), the Company shall not, either directly or indirectly (including through any subsidiary of the Company) by amendment, merger, consolidation, reclassification, reorganization or otherwise, do any of the following without (in addition to any other vote required by law or this Agreement) the prior approval of the Members holding at least a majority of the Series C-1 Preferred Units, voting as a separate class (the “Series C-1 Preferred Majority”), consenting or voting together as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(ii) increase or decrease the number of authorized Series C-1 Preferred Units.

i. Clarification. For clarity, it is agreed that neither (i) the creation, authorization or issuance of any new class or series of Units (or any security convertible or exercisable for any such new class or series of Units) nor (ii) the inclusion of such new class or series of Units in the definition of “Preferred Units” in any amendment to this Agreement, shall in and of itself be deemed to alter or change the rights, preferences or privileges of the Preferred Units, Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units, and therefore such actions shall not, in and of themselves, require the separate prior written approval of (A) the holders of the Preferred Units pursuant to Section 4(e)(i) above, (B) the holders of Series B Preferred Units pursuant to Section 4(f)(i) above, (C) the holders of Series C Preferred Units pursuant to Section 4(g)(i) above, or (D) the holders of Series C-1 Preferred Units pursuant to Section 4(h)(i) above (subject in each case to obtaining any consent required by the provisions of Sections 4(e)(ii) and (iii), as applicable).

5. Limitations on Liability; Indemnification.

a. Liability of Members and Managers Generally. Except as otherwise provided in the Delaware Act, 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 no Member or Manager shall be personally liable for any debt, obligation or liability of the Company solely by reason of being a Member or Manager. Except as otherwise expressly required by law, the Member, in its capacity as such, shall have no liability to the Company in excess of the Member’s obligations to make payments required to be made by the Member under this Agreement.

b. Personal Liability of Managers; Exculpation. To the fullest extent permitted by law for a Delaware corporation with respect to its directors, a Manager shall not be personally liable to the Company or its members for monetary damages for breach of fiduciary duty as a Manager. Further, no Member, Manager or officer of the Company shall be liable to the Company or to any other Member, Manager or officer of the Company in damages for any action that such Member, Manager or officer of the Company takes or fails to take in such capacity, unless such action or failure to act (i) was undertaken in bad faith or involves intentional misconduct or a knowing violation of law, or (ii) in the case of a Manager or officer, involves a breach of such Person’s duty of loyalty to the Company or its Members.

c. Indemnification.

(i) Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a Manager or officer of the Company or, while a Manager or officer of the Company, is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to any subsidiary of the Company, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, the Company shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof) by the Indemnitee was authorized by the Board.

(ii) Advancement of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition, provided, however, that such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Section 5(c) or otherwise.

(iii) Claims. If a claim for indemnification or payment of expenses under this Section 5(c) is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Company, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of (including reasonable attorneys’ fees) prosecuting such claim. In any such action the Company shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.

(iv) Nonexclusivity of Rights; Indemnification Contracts. The rights conferred on any person in this Section 5(c) shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, agreement, vote or consent of members or disinterested directors, or otherwise. Additionally, nothing in this Section 5(c) shall limit the ability of the Company, in its discretion, to indemnify or advance expenses to persons whom the Company is not obligated to indemnify or advance expenses pursuant to this Section 5(c).

(v) Indemnification Contracts; Insurance. The Board is authorized to cause the Company to enter into indemnification contracts with any Manager, officer, employee or agent of the Company, or any person serving at the request of the Company as a Manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Section 5(c). To the fullest extent permitted by applicable law, the Company, upon approval by the Board of Managers, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section 5(c).

(vi) Priority. The Company shall be the indemnitor of first resort for any Manager who is entitled to indemnification and advancement pursuant to this Section 5(c) (i.e., the Company’s obligations to indemnify a Manager shall be primary and any obligation of a current or former third party employer or partnership of which such Manager is an employee or partner, limited liability company of which such Manager is a member, or another Affiliate of such Manager (any such person, an “Indemnitor”), to advance expenses or provide indemnification for the same expenses or liabilities incurred by such Manager are secondary) and it shall be required to advance the full amount of expenses incurred by such Manager and shall be liable for the full amount of expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this Agreement (or any other agreement between the Company and such Manager), without regard to any rights such Manager may have against any Indemnitor. The Company shall have no right to seek contribution, subrogation or other reimbursement or recovery of any kind from any Indemnitor for any payments by the Company.

(vii) Amendments. The rights conferred upon Indemnitees in this Section 5(c) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a Manager, director, officer or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of this Section 5(c) shall only be prospective and shall not affect the rights under this Section 5(c) with respect to any action or omission to act that occurred prior to such repeal or modification.

(viii) Saving Clause. If this Section 5(c) or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Manager and officer to the full extent not prohibited by any applicable portion of this Section 5(c) that shall not have been invalidated, or by any other applicable law. If this Section 5(c) shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Company shall indemnify each manager and officer to the full extent under applicable law.

6. Distributions.

a. Tax Distributions. No later than ten (10) days prior to the tax payment due date for each Tax Estimation Period, the Company shall distribute to each Member in respect of Units held by such Member the Tax Distribution Amount for such Tax Estimation Period. The “Tax Distribution Amount” in respect of each Unit means an amount equal to the product of (i) the net taxable income of the Company expected to be allocated in respect of such Unit for the relevant Fiscal Year that is apportionable to the applicable Tax Estimation Period (as estimated by the Board), reduced (but not below zero) by the net taxable loss of the Company allocated in respect of such Unit through such Fiscal Year to the extent not previously taken into account under this clause “(i)” and (ii) the maximum combined effective federal and state income tax rate (expressed as a percentage) applicable to an individual who is resident in California for such Fiscal Year without taking into account deductibility of state taxes against federal income, and the

character of net taxable income allocated; provided, however, that for purposes of determining the Tax Distribution Amount, any allocation pursuant to Code § 704(c) and the Treasury Regulations promulgated thereunder shall be disregarded. “Tax Estimation Period” means (i) January, February and March, (ii) April and May, (iii) June, July and August, and (iv) September, October, November and December of each year during the term of the Company, or other periods for which estimates of individual federal income tax liability are required to be made under the Code. If available cash, as determined by the Board, is insufficient to pay all of the Tax Distribution Amounts due hereunder, then each Member’s share thereof shall be reduced by a pro rata amount based on the ratio of such Member’s Tax Distribution Amount to all Members’ Tax Distribution Amounts. Distributions to a Member under this Section 6(a) shall not be treated as advances against, nor reduce by any amount, any distributions that would otherwise be due such Member under the applicable provisions of Section 6(b) or other applicable provisions of this Agreement relating to distributions.

b. Operating Distributions; Distributions of Net Liquidation Proceeds.

(i) In addition to any distributions required pursuant to Section 6(a), the Company may make distributions of Available Cash and Property at such times and in such amounts as are from time to time determined by the Board, including the Requisite Investor Managers (such distributions “Operating Distributions”). Furthermore, upon a Liquidation or a Deemed Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Company, including the expenses of its liquidation and dissolution or other transaction expenses, the Company shall distribute the net proceeds or assets available for distribution, whether in cash or in other property (“Net Liquidation Proceeds”), to the holders of Preferred Units and Common Units in accordance with the provisions of this Section 6(b) as promptly as reasonably practicable, and in any event within thirty days of the consummation of such Liquidation or Deemed Liquidation Event.

(ii) All Operating Distributions and distributions of Net Liquidation Proceeds shall be made in the following order of priority:

(1) First, to the Members holding Preferred Units in proportion to and to the extent of their Unreturned Original Purchase Price per Preferred Unit, until each Member holding Preferred Units has received distributions in an amount equal to the Unreturned Original Purchase Price for each of such Member’s Preferred Units.

(2) Second, to the Members holding Common Units and Preferred Units pro rata based on the number of Units held by each such holder, assuming for this purpose that all Preferred Units have been converted into Common Units as provided in Exhibit B as of the date of such Operating Distribution or distribution of Net Liquidation Proceeds.

(iii) However, and notwithstanding the foregoing, the following additional provisions shall apply when calculating the amount of Operating Distributions and distributions of Net Liquidation Proceeds to be made under Section 6(b)(ii):

(1) Adjustment to Participating Distributions for Unconverted Preferred Units. Amounts that would otherwise be distributed to any Preferred Unit pursuant to Section 6(b)(ii)(2) shall be reduced by an amount equal to the remaining Preferred Participation Threshold Amount for such Preferred Unit, and the amount by which the distribution to such Preferred Unit is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii)(2). For clarity, it is intended that the distribution provisions in Section 6(b)(ii), this Section 6(b)(iii)(1) and the following Section 6(b)(iii)(2) will operate together to provide the holders of Preferred Units with rights to receive distributions that are equivalent to holding corporation stock with a “non-participating liquidation preference” with the aggregate amount of all prior distributions pursuant to Section 6(b)(ii) taken into account as if they were a single distribution for purposes of determining the amount to be distributed to the holders of Units in a particular distribution.

(2) Adjustments to Participating Distributions for Common Units Issued On Conversion of Preferred Units. Amounts that would otherwise be distributed to any Common Unit that has been issued as the result of the conversion of a Preferred Unit (such Preferred Unit, a “Converted Preferred Unit”) pursuant to Section 6(b)(ii)(2) shall be reduced by a cumulative amount, if any, equal to the aggregate amount of all prior distributions that were made by the Company in respect of such Converted Preferred Unit pursuant to Section 6(b)(ii)(1), and the amount by which the distribution to such Common Unit is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii)(2).

(3) Adjustment to Distributions for Profits Interests. Amounts that would otherwise be distributed to any Common Unit that was issued as a Profits Interest pursuant to Section 6(b)(ii) shall be reduced by an amount equal to the remaining Profits Interest Threshold Amount for such Common Unit, and the amount by which the distribution to such Profits Interest is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii).

(4) Treatment of Distributions to Unvested Common Units. To the extent a Member holds Common Units that are not vested as of the date of a distribution under Section 6(b)(ii) (“Unvested Common Units”), any amounts payable in respect of such Unvested Common Units pursuant to Section 6(b)(ii) (the “Escrowed Amounts”), shall not be distributed to the Member and instead shall be placed into escrow and held by the Company for such Member, and shall only be released and paid to such Member upon the vesting of such Common Units (“Vested Common Units”). Such Member shall be treated as the owner of the Escrowed Amounts for all tax purposes, except as otherwise required by any applicable law. With respect to any Unvested Common Units that are unable to become Vested Common Units or are otherwise redeemed or repurchased by the Company prior to becoming Vested Common Units, the Escrowed Amounts shall, upon determination that such Unvested Common Units will not become Vested Common Units, be released from escrow and returned to the Company, and the Company shall make appropriate allocations of Profit and Loss in accordance with the principles of Section 7(a) herein to reflect the release and return of the Escrowed Amounts.

c. Amount Deemed Paid or Distributed. The funds and assets deemed paid or distributed to the holders of capital equity of the Company upon any such Liquidation or Deemed Liquidation Event shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring person, firm or other entity. If the amount deemed paid or distributed under Section 6(b) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, as determined in good faith by the Board, including the Requisite Investor Managers.

d. Merger Agreement. Without the consent of the Requisite Holders, the Company shall not effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the Members shall be allocated among the Members in accordance with the provisions of Section 6.

e. Allocation of Escrow. In the event of a Deemed Liquidation Event structured as a reorganization, merger or consolidation in which the Company is a constituent party, if any portion of the consideration payable to the Members is placed into escrow and/or is payable to the Members subject to contingencies (including, but not limited to, earn-outs), the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial

Consideration”) shall be allocated among the Members in accordance with the provisions of Section 6(b) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the Members upon release from escrow or satisfaction of contingencies shall be allocated among the Members in accordance with the provisions of Section 6(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

f. Withholding. If any federal, foreign, state or local jurisdiction requires the Company to withhold and/or pay taxes or other amounts with respect to any Member’s allocable share of taxable income or any items thereof, or with respect to distributions to such Member, or which are otherwise attributable to such Member in the good faith determination of the Board (any such amount, with interest and penalties, a “Tax Liability”), or if the amount of cash or other property to which the Company otherwise would be entitled is reduced as a result of withholding or payments by other parties (including entities in which the Company directly or indirectly holds an interest) on account of a Tax Liability with respect to such Member, the Company shall withhold and/or deduct from distributions or other amounts then or subsequently due to such Member an amount necessary to satisfy the Tax Liability and shall pay any amounts withheld to the appropriate taxing authorities. For purposes of this Agreement, all withholdings and payments in satisfaction of a Tax Liability and all reductions in the amount of cash or fair market value of property to which, but for a Tax Liability, the Company would have been entitled shall be treated as distributed to the Member to whom the Manager determines in its sole discretion such amount is allocable or attributable.

7. Allocations; Certain Tax Matters.

a. Allocation of Profits and Losses.

(i) After taking account of the special allocations of Exhibit C to this Agreement, Profits and Losses for each fiscal year or portion thereof shall be allocated among the Members so as to, as nearly as possible, increase or decrease, as the case may be, each Member’s Capital Account to the extent necessary such that each Member’s Capital Account is equal to the amount that would be made as a distribution to such Member pursuant to Section 6(b)(ii) if the Company were dissolved, its assets sold for cash equal to their Book Value, its liabilities satisfied in accordance with their terms (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability) and all remaining amounts distributed to the Members in accordance with Section 6(b)(ii) of this Agreement immediately after making such allocation, minus the sum of (1) such Member’s share of Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, and (2) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company; computed immediately prior to the hypothetical sale of Company assets.

(ii) The intent of the foregoing allocation is to comply with Treasury Regulations Section 1.704-1(b) and ensure that the Members receive allocations of Profits and Losses pursuant to this Section 7(a) in accordance with their relative interests in the Company, with the interest of each Member in the Company determined by reference to such Member’s relative rights to receive distributions from the Company pursuant to Section 6(b)(ii). If the Capital Accounts of the Members are in such ratios or balances that distributions in the manner set forth in Section 6(b)(ii) would not be in accordance with the positive Capital Accounts of the Members, such failure shall not affect or alter the distributions set forth in Section 6(b)(ii). Instead, the officers of the Company will have the authority to make other allocations of Profits and Losses, or items of income, gain, loss or deduction, among the Members which will result to the extent possible in the Capital Accounts of each Member having a balance prior to such distributions equal to the amount of distributions to be received by such Member in accordance with Section 6(b)(ii).

b. Additional Allocation Provisions. Exhibit C sets forth certain additional allocation and other provisions that shall apply as set forth therein.

c. Transfer of Units During Taxable Year. In the case of the transfer of a Member’s Units or the addition of an additional Member or issuance of Units at any time other than the end of a Fiscal Year, the distributive share of the various items of income, gain, loss, deduction, credit or allowance in respect of the Units so transferred shall be allocated between the transferor and the transferee to take into account the varying interests of the Members during the taxable year in accordance with Code Section 706, using a convention permitted by law and selected by the officers of the Company. Notwithstanding the foregoing, with respect to acquisitions of Units at each Closing (as defined in the Purchase Agreement) an interim closing of the books method as of the end of the date of the relevant closing shall be used.

d. Unvested Common Units. Upon any redemption or repurchase by the Company, or forfeiture to the Company, of any Unvested Common Unit pursuant to the applicable restricted unit purchase agreement or other arrangement or agreement between the holder of such Common Units, the Board may specially allocate any item of Company income, gain, deduction or loss to the Members to, as closely as possible, achieve the results that would have been achieved had such Unvested Common Unit never existed.

e. Tax Matters Member. ▇▇▇▇▇ ▇▇▇▇▇▇ shall be the “tax matters partner” of the Company within the meaning of Code Section 6231(a)(7) and the “partnership representative” of the Company, as defined in Section 6223, and any analogous provisions of state law (in either such capacity, (the “Tax Matters Member”), and shall serve as the Tax Matters Member of the Company until its successor is duly designated by the Board. The Tax Matter Member shall at all times act in a manner consistent with the direction of the Board. The Tax Matters Member shall cause all other Members to be a “Notice Partner” within the meaning of Section 6231(a)(8) of the Code. The Tax Matters Member and the Company shall promptly notify the Members if the Company is subject to an audit or proceeding by the Internal Revenue Service or any taxing authority, shall keep the Members reasonably informed regarding the progress of any such audit or proceeding, and shall notify the Members in writing of all other material matters that come to the attention of the Tax Matters Member in its capacity as Tax Matters Member. The Tax Matters Member and the Company will give the other Members not less than fifteen (15) days’ prior written notice as to any action to be taken or of any decision not to take action with respect to any such material matter. The Tax Matters Member shall act in any similar capacity under applicable state, local or foreign law, subject to similar restrictions and obligations. The Tax Matters Member shall fully cooperate with the Board in taking any actions requested by the Board in connection with any determination of the Board to replace the Tax Matters Member for any period. The Company shall reimburse the Tax Matters Member for its reasonable expenses in connection with the performance of his duties hereunder.

f. Tax Liabilities. The Company shall use commercially reasonable efforts to reduce the Tax Liability that would otherwise be required to be withheld or paid (or that another entity would be required to withhold or pay) to the extent possible after taking into account the tax status or characteristics of each Member (including the direct and indirect beneficial owners of each such Member). In connection with any tax audit or proceeding of the Company the Tax Matters Member, under direction from the Board, shall use reasonable best efforts to apply the rules and elections under Chapter 63C of the Code, or any successor provision thereto (the “BBA Rules”) in a manner that minimizes the economic burden that the Members bear as a result of any adjustment pursuant to the audit or proceeding, or pursuant to an administrative adjustment request filed pursuant to Section 6227 of the Code after taking into account the tax status or characteristics of each Member (including the direct and indirect beneficial owners of each such Member), including, to the extent applicable, by using reasonable best efforts to seek any available modifications under Section 6225(c)(3), (4), and (5) of the Code (whether or not a “push-out election” under Section 6226 of the Code is made), to allocate the benefit of such modification to the applicable

Member whose tax status or characteristics give rise to such reduction, and to ensure that a Member does not bear any material tax attributable to another Member. Each of the Members agree to cooperate as reasonably requested by the Tax Matters Member in its conduct of any audit or other Tax proceeding, including with the Tax Matters Member’s application of the rules and elections under the BBA Rules pursuant to the preceding sentence of this Section 7(f); provided, however, that the Tax Matters Member and the Company shall have no right by reason of any provision of this Agreement to require any Member to file any amended tax return; and provided, further, that no Member shall be required to incur any out of pocket expenses in connection with such cooperation. To the extent that any audit or proceeding relates to an item or matter that could affect the rights or obligations (including the obligation to pay Taxes and the amount of such Taxes owed) of the holders of the Series B Preferred Units in an adverse manner without similarly and proportionately affecting the rights or obligations of the holders of other Preferred Units and the Tax Matters Member, the Series B Preferred Managers shall have the right to participate actively (at their own expense) in any such proceeding and to review and approve in advance any submissions made to a tax authority in connection with such proceedings. The Tax Matters Member shall not settle or compromise any such audit or proceeding without the prior express written consent of the Series B Preferred Majority (not to be unreasonably withheld, conditioned or delayed). To the extent that any audit or proceeding relates to an item or matter that could affect the rights or obligations (including the obligation to pay Taxes and the amount of such Taxes owed) of the holders of the Series C Preferred Units in an adverse manner without similarly and proportionately affecting the rights or obligations of the holders of other Preferred Units and the Tax Matters Member, the Series C Preferred Manager shall have the right to participate actively (at his or her own expense) in any such proceeding and to review and approve in advance any submissions made to a tax authority in connection with such proceedings. The Tax Matters Member shall not settle or compromise any such audit or proceeding without the prior express written consent of the Series C Preferred Majority (not to be unreasonably withheld, conditioned or delayed). To the extent that any audit or proceeding relates to an item or matter that could affect the rights or obligations (including the obligation to pay Taxes and the amount of such Taxes owed) of the holders of the Series C-1 Preferred Units in an adverse manner without similarly and proportionately affecting the rights or obligations of the holders of other Preferred Units and the Tax Matters Member, the Series C-1 Preferred Manager shall have the right to participate actively (at his or her own expense) in any such proceeding and to review and approve in advance any submissions made to a tax authority in connection with such proceedings. The Tax Matters Member shall not settle or compromise any such audit or proceeding without the prior express written consent of the Series C-1 Preferred Majority (not to be unreasonably withheld, conditioned or delayed). In addition, the Tax Matters Member shall not settle or compromise any audit or proceeding that involves an assertion or agreement that any income of the Company is “effectively connected income,” “unrelated business taxable income,” or “commercial activity income” within the meaning of the Code without the express prior written consent of the Requisite Investor Managers. The provisions of Section 7(e) and this Section 7(f) shall survive termination of this Agreement or a Member’s sale of its Units.

g. Unrelated Business Taxable Income. Unless otherwise agreed to by the Requisite Investor Managers, the Company shall conduct its affairs so that all of its gross income is from dividends, interest, and capital gains and losses from the disposition of property, and rents and royalties to ensure that (a) the Company will not constitute a “business enterprise” for purposes of the excess business holdings provisions of Section 4943 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) any Tax-Exempt Member shall not be deemed to have unrelated business taxable income within the meaning of Section 512 or Section 514 of the Code. As used herein, “Tax-Exempt Member” shall mean a Member that is generally exempt from United States federal income tax pursuant to Section 501 of the Code or a limited partnership or other entity taxed as a partnership for United States income tax purposes that has one or more direct or indirect limited partners or equity owners that are generally exempt from United States federal income tax pursuant to Section 501 of the Code.

h. Effectively Connected Income. Unless otherwise agreed to by the Requisite Investor Managers, the Company shall conduct its affairs so as to (i) avoid having the Company be treated as engaged in a trade or business within the United States for purposes of Sections 875, 882, 884 and 1446 of the Code and (ii) conduct its affairs so that the Company does not invest in United States real property interests as that term is defined in Section 897 of the Code.

i. Commercial Activity Income. The Company will conduct its affairs so as to avoid having any Member treated as engaging in a commercial activity or recognize income from the conduct of commercial activities, all within the meaning of Section 892 of the Code.

j. Notwithstanding the generality of the foregoing Sections 7(g) through 7(i), the Members acknowledge and agree that the Company shall be permitted to acquire, hold, or dispose of equity investments in one or more subsidiaries that are classified as associations taxable as corporations for U.S. federal income tax purposes (other than U.S. real property holding corporations within the meaning of Section 897(c)(2) of the Code).

8. Dissolution, Winding Up and Liquidating Distributions.

a. Dissolution Triggers. The Company shall dissolve upon the first occurrence of the following events:

(i) The determination by a Unitholder Majority that the Company should be dissolved (subject to obtaining all other approvals required pursuant to Section 4 hereof); or

(ii) The entry of a decree of judicial dissolution or the administrative dissolution of the Company as provided in the Delaware Act.

b. Winding Up; Termination. Upon a dissolution of the Company, the Board, or, if there are no members of the Board, a court appointed liquidating trustee, shall take full account of the Company’s assets and liabilities and wind up the affairs of the Company. The Persons charged with winding up the Company shall settle and close the Company’s business, and dispose of and convey the Company’s non-cash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Company’s assets.

c. Liquidating Distributions. Any distribution in connection with the dissolution and winding up of the Company pursuant to this Section 8 shall be made in accordance with Section 6(b)(ii).

9. Transfer Restrictions; Right of First Refusal;Conversion to Corporation.

a. Restrictions on Transfer.

(i) No holder of any of the units of the Company may sell, transfer, assign, pledge, or otherwise dispose of or encumber any of the units of the Company or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”) without the prior written consent of the Company, upon duly authorized action of the Board. The Company may withhold consent for any legitimate company purpose, as determined by the Board; provided, however, that in the case of a Transfer of Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units, the Company may only withhold consent if the Board, in its good-faith, reasonable discretion, determines that the Transfer is to a Person who is (or who is an Affiliate of) an actual or potential competitor of the Company; provided further that no institutional financial investment firm or collective investment vehicle or entity shall be deemed a competitor of the Company for this purpose solely by virtue of its ownership

(and/or its Affiliates’ ownership) of an equity interest in any competitor. Examples of the basis for the Company to withhold its consent include, without limitation, (i) if such Transfer is to individuals, companies or any other form of entity identified by the Company as a potential competitor or considered by the Company to be unfriendly; or (ii) if such Transfer increases the risk of the Company becoming required to register a class of securities under Section 12(g) of the Securities Exchange Act of 1934 and any related regulations; or (iii) if such Transfer would result in the loss of any federal or state securities law exemption relied upon by the Company in connection with the initial issuance of such units or the issuance of any other securities; or (iv) if such Transfer is facilitated in any manner by any public posting, message board, trading portal, internet site, or similar method of communication, including without limitation any trading portal or internet site intended to facilitate secondary transfers of securities; or (v) if such Transfer is to be effected in a brokered transaction; or (vi) if such Transfer represents a Transfer of less than all of the units then held by the Member and its Affiliates or is to be made to more than a single transferee; or (vii) if such Transfer could result in the Company being taxed as a corporation for U.S. federal income tax purposes or units being traded on an established securities market or readily tradable on a secondary market (or substantial equivalent thereof) for purposes of Section 7704 of the Code and the regulations thereunder.

(ii) If a Member desires to Transfer any units, then the Member shall first give written notice thereof to the Company. The notice shall name the proposed transferee and state the number of units to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer. Any units proposed to be transferred to which Transfer the Company has consented pursuant to Section 9(a)(i) will first be subject to the Company’s right of first refusal located in Section 9(b) hereof.

(iii) Any Transfer, or purported Transfer, of units not made in strict compliance with this Section 9(a) shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company.

(iv) The foregoing restriction on Transfer shall terminate upon the date securities of the Company are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

b. Right of First Refusal. No Member shall Transfer any of the units of the Company or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this Section 9(b):

(i) If the Member desires to sell or otherwise Transfer any of his units, then the Member shall first give written notice thereof to the Company. The notice shall name the proposed transferee and state the number of units to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer.

(ii) For thirty (30) days following receipt of such notice, the Company shall have the option to purchase all (but not less than all) of the units specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the Member, the Company shall have the option to purchase a lesser portion of the units specified in said notice at the price and upon the terms set forth therein. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the units, and that is not otherwise exempted from the provisions of this Section 9(b), the price shall be deemed to be the fair market value of the units at such time as determined in good faith by the Board. In the event the Company elects to purchase all of the units or, with consent of the Member, a lesser portion of the units, it shall give written notice to the transferring Member of its election and settlement for said units shall be made as provided below in clause (iv).

(iii) The Company may assign its rights hereunder

(iv) In the event the Company and/or its assignee(s) elect to acquire any of the units of the transferring Member as specified in said transferring Member’s notice, the Secretary of the Company shall so notify the transferring Member and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the Company receives said transferring Member’s notice; provided that if the terms of payment set forth in said transferring Member’s notice were other than cash against delivery, the Company and/or its assignee(s) shall pay for said units on the same terms and conditions set forth in said transferring Member’s notice

(v) In the event the Company and/or its assignees(s) do not elect to acquire all of the units specified in the transferring Member’s notice, said transferring Member may, within the sixty (60) day period following the expiration or waiver of the option rights granted to the Company and/or its assignees(s) herein, transfer the units specified in said transferring Member’s notice which were not acquired by the Company and/or its assignees(s) as specified in said transferring Member’s notice. All units so sold by said transferring Member shall continue to be subject to the provisions of this Section 9(b) in the same manner as before said transfer.

(vi) Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the foregoing provisions of this Section 9(b):

(1) A Member’s Transfer of any or all units held either during such Member’s lifetime or on death by will or intestacy to such Member’s Immediate Family or to any custodian or trustee for the account of such Member or such Member’s Immediate Family or to any limited partnership of which the Member, members of such Member’s Immediate Family or any trust for the account of such Member or such Member’s Immediate Family will be the general or limited partner(s) of such partnership.

(2) A Member’s bona fide pledge or mortgage of any units with a commercial lending institution, provided that any subsequent transfer of said units by said institution shall be conducted in the manner set forth in this Section 9(b).

(3) A Member’s transfer of any or all of such Member’s units to the Company.

(4) A corporate Member’s transfer of any or all of its units pursuant to and in accordance with the terms of any merger, consolidation, reclassification of units or capital reorganization of the corporate Member, or pursuant to a sale of all or substantially all of the stock or assets of a corporate Member.

(5) A transfer by a Member that is a limited or general partnership to any or all of its partners or former partners.

(6) A transfer by a Member that is an entity to an Affiliate of such Member.

(7) A Member’s transfer of Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units, or Common Units issued upon conversion of Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units, provided that such Transfer is not to a Person who the Board in its reasonable discretion determines is (or is an Affiliate of) an actual or potential competitor of the Company; provided that no institutional financial investment firm or collective investment vehicle or entity shall be deemed an actual or potential competitor of the Company solely by virtue of its ownership (and/or its Affiliates’ ownership) of an equity interest in any competitor for this purpose.

In any such case, the transferee, assignee, or other recipient shall receive and hold such units subject to the provisions of this Section 9(b), and there shall be no further transfer of such units except in accord with this Section 9(b).

(vii) The provisions of this Section 9(b) may be waived with respect to any Transfer either by the Company, upon duly authorized action of its Board, or by the Members, upon the express written consent of the Unitholder Majority (excluding the votes represented by those units to be transferred by the transferring Member).

(viii) Any sale or Transfer, or purported sale or Transfer, of securities of the Company shall be null and void unless the terms, conditions, and provisions of this Section 9(b) are strictly observed and followed.

(ix) Notwithstanding anything in this Agreement to the contrary, in the event that a Member is subject to that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date of this Agreement, as the same may be amended or restated from time to time (the “ROFR Agreement”), and in the event of a conflict between the provisions of this Section 9(b) and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Agreement shall control and the terms of this Section 9(b) shall be deemed satisfied by compliance with the ROFR Agreement.

(x) The foregoing right of first refusal shall terminate upon the date securities of the Company are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act.

c. Conversion to Corporation. The Members acknowledge that the Company may need to convert into a corporation organized under the Delaware General Corporation Law at some future date in connection with preparation for an IPO or in order to facilitate a financing or for tax purposes or for some other reason. If both the Board (including the Requisite Investor Managers) and a Unitholder Majority determine that the conversion of the Company from a limited liability company to a corporation would be advantageous to the Company and its Members, the Members agree to take all actions, including approving or consenting to such transaction(s) necessary to effect such conversion, that the Board determines in good faith to be necessary to effect such conversion, whether pursuant to a statutory conversion, a merger of the Company with a newly formed corporation, if applicable, or the contribution of all Units to a newly formed corporation (a “Corporate Conversion”), in each case in exchange for shares of stock in such corporation on terms that provide to all Members substantially equivalent ownership interests, economic rights (including liquidation preferences, to the extent then applicable), voting rights and investor protections, if any, as existed immediately prior to such Corporate Conversion, as well as provides for the automatic conversion of the preferred stock of such corporation into common stock upon a Qualified IPO (as defined in Exhibit B); provided, however, that if such Corporate Conversion adversely affects the holders of the Series B Preferred Units without similarly and proportionately affecting the holders of other Preferred Units and Common Units, such Corporate Conversion shall not be permitted without the prior express written consent of the Series B Preferred Majority; provided, further, that if such Corporate Conversion adversely affects the holders of the Series C Preferred Units without similarly and proportionately affecting the holders of other Preferred Units and Common Units, such Corporate Conversion shall not be permitted without the prior express written consent of the Series C Preferred Majority; provided, further, that if such Corporate Conversion adversely affects the holders of the Series C-1 Preferred Units without similarly and proportionately affecting the holders of other Preferred Units and Common Units, such Corporate Conversion shall not be permitted without the prior express written consent of the Series C-1 Preferred

Majority. Notwithstanding the foregoing, the Board of Directors of the converted corporation shall have discretion to modify the economic rights associated with any shares issued to holders of Profits Interests to preserve the status of such Units as “profits interests” within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and to reduce the absolute number of shares of common stock of the corporation issued in respect of such Profits Interests at the time of a Corporate Conversion, provided that the aggregate value of such shares of common equity, as reasonably determined by the Board of Directors in good faith, is equal in value to the amount of proceeds, if any, distributable to such Profits Interests in the event of a hypothetical liquidating distribution pursuant to this Agreement if the Company was sold for an aggregate purchase price equal to its then-current enterprise value. For the avoidance of doubt, it is the intention of the parties that any shares or the number of shares in the converted corporation to be received pursuant to this Section will afford to the receiving party the same economic interest, rights, benefits and obligations as were associated with the Units held by such party immediately prior to such reorganization, both generally and relative to the holders of other shares of the converted corporation (but subject to the terms hereof, including the proviso in the immediately preceding sentence). In addition, the consent to any Corporate Conversion pursuant to the terms of this Section shall be conclusive and binding on all Members, and the Members hereby waive any dissenters’ or appraisal rights that they may have pursuant to the Delaware Act, and agree to take any actions necessary (including voting Units) in order to facilitate and effect such Corporate Conversion. The Company and the Members agree to use commercially reasonable efforts to effect such Corporate Conversion in a manner intended to be tax-free for the holders of the Units to the extent permitted by any applicable law.

d. Effect of Member’s Death or Disability. Notwithstanding Section 9(a), 9(b) or 9(c), if a Member who is a natural person dies or is adjudged by a court of competent jurisdiction to be legally disabled or otherwise incompetent to manage such Member’s person or property, then Units held by such Member shall be assigned as determined by such Member’s executor, trustee, administrator, guardian, conservator or other legal representative (acting in accordance with such Member’s will or other applicable binding instructions), and no vote of the Board shall be required in order for the assignee of such Member’s Units to be admitted as a Member.

10. Books and Records; Confidentiality; Publicity.

a. Books and Records. The Company shall keep adequate books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Company as well as the other information required by the Delaware Act.

b. Absence of Inspection and Other Information Rights.

(i) The Members agree that disclosure of the Company’s books, records, accounts and assets is not in the best interest of the Company and could damage the Company or its business. Therefore, to better preserve the confidentiality of the Company’s books, records, accounts and assets, it is agreed that any Member that is a Limited Information Access Member shall not have the right to examine and audit the Company’s books, records, accounts and assets, including bank balances, except to the extent authorized by the Board in its sole discretion. Without limiting the generality of the foregoing, it is also agreed that any portion of books, records, accounts and assets of the Company that the Board (or its designated officers) determines constitute or contain confidential information of the Company may be withheld from a Limited Information Access Member to the extent reasonably necessary to protect Company interests, as determined by the Board (or its designated officers) in its (or their) discretion. The Board and its designated officers shall have the benefit of the confidential information provisions of Section 18-305(c) of the Delaware Act for all purposes under this Agreement.

(ii) Notwithstanding anything to the contrary in Section 10(b)(i), a Limited Information Access Member shall have access to the following information on such terms, and at such times, as reasonably determined by the Board:

(1) the Company’s federal, state and local tax returns for each year (excluding Schedule K-1s of individual Members);

(2) copy of this Agreement and all amendments thereto, subject, however, to the limitations regarding the Schedule of Members set forth in Section 2(b); and

(3) the name and contact information of each member of the Board.

c. Taxable Year; Accounting Methods. The Company’s taxable year shall be the calendar year, and, with respect to the last year of the Company, the period beginning on January 1 and ending with the date of the final liquidating distributions, in each case, unless otherwise required by the Code. The Company shall report its income for income tax purposes using such method of accounting selected by the Board and permitted by law. The Company shall allocate all items of taxable income, gain, loss, and deduction for each year that includes the date of each Closing (as defined in the Purchase Agreement) on an interim closing of the books basis by closing the books at the end of the day on the date of such Closing, as applicable. No items of income, gain, loss, or deduction attributable to the portion of the year prior to and including the applicable Closing shall be allocated to persons who did not hold Units prior to such Closing, or allocated in respect of Units which were acquired at such Closing.

d. Tax Information. Tax information necessary to enable each Member to prepare its state, federal, local and foreign income tax returns shall be delivered to each Member as soon as practicable after the end of each Fiscal Year, and in any event no later than within sixty (60) days after the end of such Fiscal Year. Tax information necessary for the Members to make their quarterly estimated tax payments shall be given to the Members as soon as practicable after reasonably requested by the Members.

e. Confidentiality. Each Member covenants and agrees that: (a) it will not disclose or make use of any Confidential Information of the Company; and (b) it shall not, directly or indirectly, transmit or disclose any Confidential Information of the Company to any Person and shall not make use of any such Confidential Information, directly or indirectly, for itself or others, without the prior written consent of the Company, except for a disclosure that is required by any law, order or legal process, in which case such Member shall provide the Company prior written notice of such requirement as promptly as practicable so that the Company may contest such disclosure. Notwithstanding anything else in this Agreement to the contrary, the Members may disclose to any and all persons, without limitation of any kind, information regarding the tax treatment, tax structure and tax strategies of the Company and its transactions all within the meaning of Treasury Regulation § 1.6011-4(b)(3).

11. Miscellaneous.

a. Entire Agreement. This Agreement, including the exhibits hereto, together with the other documents and agreements referred to herein, is the entire, final and complete agreement and understanding of the parties hereto relating to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements and understandings, whether written and oral, by and among the parties or their representatives with respect thereto.

b. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding any conflict of laws rule or principles that might refer the governance or construction of this Agreement to the law of another jurisdiction, and all rights and remedies shall be governed by said laws.

c. Dispute Resolution. Each Member (a) agrees not to commence any suit, action or other proceeding arising out of or based upon this Agreement (an “Agreement Dispute”) except in the federal or state courts located in the Northern District of California, (b) hereby irrevocably and unconditionally submits to the jurisdiction of the federal or state courts located in the Northern District of California for the purpose of any such Agreement Dispute, and (c) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof and thereof may not be enforced in or by such court.

Notwithstanding the foregoing, (i) any dispute between a Company and a Member arising out of or relating to matters governed by the RUPA entered into between the Company and such Member (including without limitation any dispute relating to the Company’s repurchase of Units pursuant to the terms of the RUPA) shall be governed by the applicable arbitration and/or other dispute resolution provisions of the RUPA, and (ii) any dispute between the Company and a Member arising out of or relating to such Member’s employment or service relationship with the Company or any of its Affiliates, such dispute shall be governed by the applicable arbitration and/or other dispute resolution provisions of the offer letter, employment agreement and/or consulting or service agreements entered into between the Company (or its Affiliates) and such Member.

d. Benefits of Agreement; No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

e. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given upon the earlier of actual receipt or: (i) personal delivery when delivered personally; (ii) when sent, if sent by email or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after deposit with an internationally recognized overnight courier service, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be addressed (a) if to a Member, to the Member’s address or email, if such address or email is set forth on Exhibit A hereto (or to such other address or email as such Member may designate to the Company and all other Members in accordance with this Section 11(d)) or (b) if to the Company, at the Company’s principal place of business located at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, marked “Attention: Chief Executive Officer”, email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or, if later changed, as the Company may from time to time notify the Members in accordance with this Section 11(e)) and a copy (which shall not constitute notice), shall also be sent to Fenwick & West, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.

f. Counterparts; Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All fully executed counterparts, whether original executions or electronic executions or a combination, shall be construed together and shall constitute one and the same agreement.

g. Amendments. This Agreement may be amended, modified or terminated, and any provision hereof may be waived, by the written consent of Members holding at least a Unitholder Majority, subject to any additional approval of Members holding Preferred Units that may be required pursuant to Section 4(e), 4(f) or 4(g); provided, however, that (i) any amendment or modification to, or waiver or termination of, Section 3.1(a)(i)(1) or this Section 11(g)(i) shall require the written consent of the Series A-1 Preferred Majority, (ii) any amendment or modification to, or waiver or termination of, any of the provisions of Sections 3.1(a)(i)(2), 4(f), or this Section 11(g)(ii) shall require the written consent of a Series B Preferred Majority; (iii) any amendment or modification to, or waiver or termination of, Sections 3.1(a)(i)(3), 4(g) or this Section 11(g)(iii) shall require the written consent of the Series C Preferred Majority; (iv) any amendment or modification to, or waiver or termination of, Section 4(h) or this Section 11(g)(iv) shall require the written consent of the Series C-1 Preferred Majority; (v) any amendment or modification to, or waiver or termination of, Section 3.1(a)(i)(4) or this Section 11(g)(v) shall require the written consent of a Common Majority; and (vi) any amendment or modification to, or waiver or termination of, any of the provisions of Sections 2(g), 2(j) 7(f), 7(g), 7(h), 7(i), 7(j) or this Section 11(g)(vi) shall require the consent of Sands Capital, Northpond Ventures and the Series C Preferred Majority; and provided, further, that, without any requirement for written consent of the Members, this Agreement may be amended to admit additional persons or entities as Members and holders of Units as provided in Section 2. Any amendment effected in accordance with this Section 11(g) shall be binding upon each Member, each permitted successor or assignee of a Member, and the Company. Notwithstanding the foregoing, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any holder of Preferred Units without the written consent of such holder of Preferred Units, if such amendment, modification, termination or waiver would alter or change the rights or obligations of such holder of Preferred Units so as to affect such holder of Preferred Units in an adverse manner without similarly and proportionally affecting the rights or obligations of all other holders of Preferred Units under this Agreement.

h. Amendment of Prior Agreement. Effective and contingent upon execution of this Agreement by the Company, the Unitholder Majority and the Members holding a majority of the Preferred Units (as defined in the Prior LLC Agreement) consenting or voting together as a single class on an as-converted to Common Units basis, and any and all other Members required pursuant to the Prior LLC Agreement, the Prior LLC Agreement is hereby amended, restated and replaced in its entirety to read as set forth in this Agreement (which shall be the only Agreement to so amend and restate the Prior Agreement).

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