Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM PAGE * 1 2He first State X, JEFFREY W. BOLLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "HAMILTON PLACE STRATEGIES LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTEENTH DAY OF DECEMBER, A.D. 2009. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID LIMITED LIABILITY COMPANY IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "HAMILTON PLACE STRATEGIES LLC" WAS FORMED ON THE TWENTY-FIRST DAY OF OCTOBER, A.D. 2009. 4744219 8300 091105480 You may verify this certificate online ■ at cozp.delawara.gov/authver.shp9l Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM EXECUTION COPY SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HAMILTON PLACE STRATEGIES LLC j Dated as of January 1, 2015 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Definitions................................. ...................................... SECTION 1.02 Terms Generally........................ .... ......................... ...........5 ARTICLE II GENERAL PROVISIONS---------- ------- ..................----------SECTION 2.01 Formation and Limited Liability Company Agreement............. .v..v.v.v.v.v.v.v.v.v.-...5 SECTION 2.02 Name..................................................................................................................6 SECTION 2.03 Term ..................... .v,;....,........................ .......v.......^........6 SECTION 2.04 Registered Agent and Registered Office...................................... ...................6 SECTION 2.05 Purposes.................................. ........................... ..................... ....................... .6 SECTION 2.06 Partnership Classification..................................................................................6 ... ARTICLE III ^tlFj^^IBIC^^S. ....6 SECTION 3.01 Capitalization; Admission of Members............................................................ 6 SECTION 3.02 Limitation on Liability................ ......................... .............. ....... 7 ARTICLE IV CAPITAL CONTRIBUTIONS8 SECTION 4.01 Loans by Members............................................................................................ 8 SECTION 4.02 Negative Balances; Withdrawal of Capital; Interest......... ..... 8 ARTICLE V COMPENSATION AND DISTRIBUTIONS9 SECTION 5.01 Guaranteed Payments........................................................... ............................ 9 SECTION 5.02 Distributions ........................................................................................ .............9 SECTION 5.03 Other....................... ................. ............................................... ......................... 9 ARTICLE VI ALLOCATIONS AND OTHER TAX MATTERS10 SECTION 6.01 Capital Accounts............................................................................................. 10 SECTION 6.02 General Allocations......... ........................... ............................................. 10 SECTION 6.03 Special Allocations.......................................................................................... 11 SECTION 6.04 Tax Allocations...............;^.v.v^,.v.v,.v.v.v.v.v^v.v.v.,,.,............... 1 SECTION 6.05 Distribution in Kind.............................................. 12 SECTION 6.06 Elections ,................................................................ 12 SECTION 6.07 Fiscal Year........................................................................ 12 SECTION 6.08 Withholding Requirements...-......v.....;..v.-...v............................ 12 SECTION 6.09 Tax Matters Partner......................................................................................... 12 ARTICLE VII BOOKS AND RECORDSi...vv;^ .....,..^^^>>,>>>,.13 SECTION 7.01 Books and Records................ ..... ..... ....................... .-.v.-.-.-.v.-.v.-.v..-.......13 SECTION 7.02 Confidentiality..................................................................................................13 ARTICLE VIII MANAGEMENT OF THE COMPANY________________ ___ .-..13 SECTION 8.01 Authority of Board...................................... ......... :.................... .................... 13 i 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:5.6 PM SECTION 8.02 SECTION 8.03 SECTION 8.04 SECTION 8.05 SECTION 8.06 Actions of the Board........................................................................................ 14 Composition ....................—...............................................-....>...14 Proxies .v,....v,,................................................ ......................................... 14 Meetings, etc...................................... 14 FoimdOTW.y«.v»v.v..v.v.............. ..................................................................... ,16 ARTICLE IX RIGHTS AND OBLIGATIONS OF MEMBERS.............................................16 16 SECTION 9.01 Lack of Authority........................................................... SECTION 9.02 No Right of Partition................................................ 16 SECTION 9.03 Members Right to Act...................................................... ..,...,..,.,,16 SECTION 9.04 Reliance by Third Parties................................................................. 17 ARTICLE X TRANSFERS OF INTERESTS; TERMINATION OF MEMBERSHIPS ;.»»!$ SECTION 10.01 Restrictions on Transfers..................................................................................18 SECTION 10.02 Allocations.......... .................................................................................,,,..,,,,,,18 SECTION 10.03 Removal and Resignation of Founders ,.„„„„„.v.v............... ... ... . . . . . . . . . . . .18 SECTION 10.04 Removal and Resignation of Class A Members Who are Not Founders..... 19 SECTION 10.05 Removal and Resignation of Class B Members............................ ................19 SECTION 10.06 Repurchase of Class A Units........................................................................... 20 SECTION 10.07 Repurchase of Class A Units upon Death.................. SECTION 10.08 Sale of the Company.................... ....................... ...............21 SECTION 10.09 Drag-Along Rights......................... ................................... 22 SECTION 10.10 Exercise of DragrAlong Rights; Notices; Certain Conditions of DragAlong Sales......................................................................................................22 SECTION 10.11 Closing of Drag-Along Sale.......... .................................................,.,.,.,.,,,,,,,.23 SECTION 10.12 Custody Agreement and Power of Attorney.................................................. 23 SECTION 10.13 Restrictive Covenants.,................................................... ,.,,,,,,,,,,,,,,24 SECTION 10.14 Spousal Consent.................................................................................. 24 ARTICLE XI EXCULPATION AND INDEMNIFICATION .................„,»y.>,24 SECTION 11.01 Exculpation and Indemnification .....v..v.v.v.-.v.v.-.-.v.v.v.-.-..v.......................... .,,,.,,,.24 ARTICLE XII DISSOLUTION AND TERMINATION.................... .................... ;.............. . 26 SECTION 12.01 Dissolution.,.,,,,,,....,........................ 26 SECTION 12.02 Winding Up of Company................ .,,,,,,,,,,,26 SECTION 12.03 Distribution of Property............... 26 SECTION 12.04 Time Limitation........................................................... .,....,,,,.,,,27 ARTICLE Xm MISCELLANEOUS._________________________ 27 SECTION 13.01 Amendments and Consents............................................................................. 27 SECTION 13.02 Notices....,....v.,.............................. .........27 SECTION 13.03 Power of Attorney.................................................... 27 SECTION 13.04 Creditors.,.,.,,,,,,,,,,...................;........................................................ ..,...,....,,,28 SECTION 13.05 Waiver................... .......28 SECTION 13.06 No Bill for Accounting......................................... 28 SECTION 13.07 Goodwill....................................................................... ..........28 SECTION 13.08 Integration............................................................ 29 ii 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION SECTION SECTION SECTION SECTION SECTION 13.09 13.10 13.11 13.12 13.13 13.14 Headings........................................................................................................... 29 Counterparts................................... 29 Severability........................ 29 Waiver of Partition...................... 29 Applicable Law..... ................................................................................... 29 Waiver of Jury Trial............................. 29 Schedules Schedule A Schedule B Names, Addresses and Units of Members Strategic Decisions Exhibits Exhibit A Exhibit B Exhibit C Spousal Consent Purchase Price of Class A Units and Payment Terms Certificate of Value in 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”! of Hamilton Place Strategies LLC (the “Company”! is entered into effective as of January 1, 2015 (the “Effective Date”!, by and among die Company, Salvatore Antonio Fratto (“Fratto”), Stuart Westlake Siciliano (“Siciliano”), Matthew Thomas McDonald (“McDonald”!, Kevin Madden (“Madden”!, Stuart Tucker Warren (“Warren”! and such other Members as may from time to time he admitted to the Company in accordance with this Agreement. Preliminary Statement WHEREAS, the Company was formed as a Delaware limited liability company on October 21, 2009; and WHEREAS, on March 1, 2010, Fratto, McDonald and Siciliano entered into that certain LLC Operating Agreement (the “Original Agreement”!: and WHEREAS, on April 2, 2014, Fratto, McDonald and Siciliano entered into that certain Amended and Restated Limited Liability Company Agreement (the “First Amended Agreement”!, which amended and restated the Original Agreement; and WHEREAS, following the execution of the First Amended Agreement, Madden and Warren have been admitted as Class A Members of the Company effective as of January 1, 2015; and WHEREAS, Fratto, McDonald, Siciliano, Madden and Warren desire to amend and restate the First Amended Agreement in its entirety and each such person and the Company desires to enter into this Second Amended and Restated Limited Liability Company Agreement of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, each intending to be legally bound, agree that during the term of the Company, the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act, and further agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. The following terms shall have the following meanings for the purposes of this Agreement. “Affiliate” means, with respect to any Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM “Agreement"’ means this Second Amended and Restated Limited Liability Company Agreement, as the same may be amended from time to time, “Authorized Representative” has the meaning set forth in Section 7.02. “Board” has the meaning set forth in Section 8.01. “Book Value” means the net value of the Company’s assets and liabilities (without including any value for good will or going concern) as reflected in the Company’s books and records. The Founders shall determine the Book Value in good faith, with such determination being final and conclusive absent manifest error. “Business Day” means any day other than a Saturday, a Sunday or a Federal holiday. “Capital Account” means the capital account established and maintained for each Member pursuant to Section 6.01. “Capital Contribution” means, with respect to any Member, any capital contributions of cash or property made by such Member . “Class A Member” means any Member holding Class A Units, in its capacity as a holder of Class A Units. “Class A Units” means Units designated as Class A Units of the Company or any other Units of any series of Class A Units established by the Board in accordance with this Agreement. “Class B Member” means any Member holding Class B Units, in its capacity as a holder of Class B Units. “Class B Units” means Units designated as Class B Units of the Company Or any other Units of any series of Class B Units established by the Board in accordance with this Agreement. “Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference in this Agreement to a particular provision Of the Code shall be interpreted to include a reference to any corresponding provision of any successor statute. “Company” has the meaning set forth in the preamble hereto. “Competitive Activity” means directly or indirectly owning any interest in, managing, controlling, participating in, being employed by, consulting with, rendering services for or in any manner engaging in any business anywhere in the world which competes directly or indirectly with any businesses of the Company or its subsidiaries or Affiliates, as such businesses exist or are conceived of; provided that the passive ownership of not more than two percent (2%) of the outstanding equity securities of any class of a corporation which is publicly traded will not 2 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM be deemed to be a Competitive Activity, so long as such Member has no active participation in the business of such corporation. “Default” has the meaning set forth in Section 10.03(c). “Delaware. Act” means the Delaware Limited Liability Company Law, 6 Del. C. § § 18-101 et seq., as amended from time to time. “Drag-Along Costs” has the meaning set forth in Section 10.10(d). “Drag-Alone Custody Agreement and Power of Attorney” has the meaning set forth in Section 10.12. “Drag-Along Members” has the meaning set forth in Section 10.09. “Drag-Along Notice” has the meaning set forth in Section.10.10(a). “Drag-Along Sale” has the meaning set forth in Section 10.08. “Effective Date” has the meaning set forth in the preamble hereto. “Equity Securities” means, as applicable, (a) any capital stock, partnership or membership interests or other share capital, (b) any securities directly or indirectly convertible into Or exchangeable for any capital stock, partnership or membership interests or other share capital or containing any profit participation features, (c) any rights or options directly or indirectly to subscribe for, to purchase or to otherwise receive any capital stock, partnership or membership interests, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock-, partnership or membership interests, other share capital or securities containing any profit participation features, (d) any share appreciation rights, phantom share rights or other similar rights, or (e) any Equity Securities issued or issuable with respect to the securities referred to in clauses (a) through (d) above in connection with a combination of shares, recapitalization, merger, consolidation of other reorganization, “First Amended Agreement” has the meaning set.forth in the recitals hereto. “Fiscal Year” means each Fiscal Year referred to in Section 6.07. “Fratto” has the meaning set forth in the preamble hereto. “Founders” means Fratto, Siciliano and McDonald. “Founder Units” means Class A Units designated as “Founder Units” as described in Schedule A. “Madden” has the meaning set forth in the preamble hereto. “Manager” has the meaning set forth in Section 8.01. 3 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM “McDonald” has the meaning set forth in the preamble hereto. “Member** means any Class A Member, Class B Member and any other Person who is admitted as a member of the Company pursuant to this Agreement for so long as such Person continues to be a member of the Company. “Member Nonrecourse Liability” means any “partner nonrecourse liability” of the Company as defined in Treasury Regulation Section 1.704-2(b)(4). “Net Income” or “Net Loss”, as appropriate, means for any period, the taxable income or tax loss of the Company for such period for Federal income tax purposes, as determined taking into account any separately stated items, increased by the amount of any taxexempt income of the Company during such period and decreased by the amount of any Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulation Section 1.704l(b)(2)(iv)(i)) of the Company; provided, however, that Net Income or Net Loss of the Company shall be computed without regard to the amount of any items of gross income, gain, loss or deduction that are specially allocated pursuant to Section 6.03. In the event that the Capital Accounts are adjusted pursuant to Section 6.01(b). the Net Income or Net Loss of the Company shall be computed in accordance with the principles of Treasury Regulation Section 1.704l(b)(2)(iv)(g). “Nonwithdrawing Member” has the meaning set forth in Section 10.06(a)(ii). “Operating Income” means income that the Founders determine is from the ordinary course operations and business of the Company and shall not include income or proceeds from any other source, including without limitation, distribution of Company assets, income from die sale of assets or equity interests or income from any other extraordinary event. “Original Agreement” has die meaning set forth in the recitals hereto. “Passive.Interest” has the meaning set forth in Section 10.06(b). “Percentage Interest*’ means for each Member (with respect to the Members as a whole or such smaller group or Class of Members as applicable), at the time of determination, (i) the number of Units held by such Member as of such time divided by (ii) the aggregate number of Units held Outstanding as of- such time by the Members (or such smaller group or class), expressed as a percentage. “Permanent Disability” (and the corollary term, “Permanently Disabled”) means that, solely due to an accident, illness or disease, a Member is not able to perform the substantial and material duties assigned to him or her by the Company, or required under this Agreement, for period of 12 months or more and, in the opinion of a competent medical authority, recovery from such disability is not expected. “Person” means any individual, partnership, corporation, limited liability company, trust or other entity. 4 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM “Prime Rate’" means the rate of interest publicly announced from time to time by J.P. Morgan Chase & Co. as its prime rate. “Section 704(c) Property” means any Company property that is revalued pursuant to Section 6.01(b) if the fair market value of such property differs from its adjusted tax basis as of the date of such revaluation. “Siciliano” has the meaning set forth in die preamble hereto. “Strategic Decisions” means the matters described on Schedule B with respect to which only the Founders may approve. “Tax Matters Partner” has the meaning set forth in Section 6.09. “Third Party” means the buyer, assignee, transferee, investor or other “acquiring party” in any Drag-Along Sale. “Transfer” means a sale, exchange, transfer, assignment, pledge, hypothecation or other disposition of one or more Units, either directly or indirectly, to another Person. When used as a verb, the term “Transfer” shall have a correlative meaning. “Unit” has the meaning set forth in Section 3.01(a). “Warren” has the meaning set forth in the preamble hereto. “Withdrawal.Amount” has.the meaning set forth in Section 10.06(b). “Withdrawing Member” has the meaning set forth in Section 10.06(al. SECTION 1.02 Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Schedules and Exhibits shall be deemed to be references to Articles and Sections of, and Schedules and Exhibits to, this Agreement unless the context shall otherwise require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. ARTICLE II GENERAL PROVISIONS SECTION 2.01 (a) Formation and Limited Liability Company Agreement. The Company has previously been formed pursuant to the Delaware Act. (b) The Members hereby execute this Agreement to provide for the management of the Company and the conduct of its business in accordance with the provisions of the Delaware Act and to set forth each Member’s respective rights and obligations. The rights 5 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM and liabilities of the Members shall be as provided for in the Delaware Act if not otherwise expressly provided for in this Agreement. The Members hereby agree that during the term of the Company set forth in Section 2.03 hereof the rights and obligations of the Members with respect to die Company will be determined in accordance with the terms and conditions of this Agreement. The Board shall file and record any amendments to the certificate of formation of the Company and such other documents as may be required or appropriate under the laws of the State of Delaware and of any other jurisdiction in which the Company may conduct business. The Board shall, on request, provide the Members with copies of each such document as filed and recorded. SECTION 2.02 Name. The name of the Company is Hamilton Place Strategies LLC. The Board may change the name of die Company or adopt such trade or fictitious names as it may determine in its sole and absolute discretion and shall notify the Members of any change in the name of the Company. SECTION 2.03 Term. The term of the Company began on October 21, 2009, the date the certificate of formation of the Company was filed, and shall continue until terminated as provided in Article XII. SECTION 2.04 Registered Agent and Registered Office. The name of the registered agent for service of process shall be Harvard Business Services, Inc., and the address of the registered agent and the address of the registered office in the State of Delaware shall be 16192 Coastal Highway, Lewes, DE 19958. The Board may change such office and such agent from time to time in its sole and absolute discretion. SECTION 2.05 Purposes. The Company has been organized (a) to directly or indirectly provide consulting, public relations and financial services for compensation and (b) to engage in any other business which may lawfully be conducted by a iimited liability company formed pursuant to the Delaware Act. SECTION 2.06 Partnership Classification. The Members intend that the Company be treated as a partnership for U.S. Federal, state and local income tax purposes. Neither the Company nor any Member shall file any tax return, make any election or take any other action or position inconsistent with this treatment. ARTICLE III MEMBERS SECTION 3.01 Capitalization: Admission of Members. (a) Initial Capitalization. Each Member’s interest in die Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement shall be represented by membership units (each, a “Unit”). The Company shall initially have two (2) authorized types of Units, consisting of (i) Units designated as Class A Units and (ii) Units designated as Class B Units. A portion of the Class A Units issued to the 6 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Founders are designated as Founder Units as specified in Schedule A, For purposes of this Agreement, Units held by the Company shall be deemed not to be outstanding. Issuance of Additional Units. The Founders shall have the right to cause (b) the Company to issue at any time after the Effective Date, arid for such amount and form of consideration as the Founders may determine, (i) additional Units (of existing classes or new classes) or other Equity Securities of the Company (including creating other classes or series thereof having such powers, designations, preferences and rights as may be determined by the Founders in their sole arid absolute discretion), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other Equity Securities of the Company (other than indebtedness that is recourse to any Member without such Member’s written consent) arid (iii) warrants, options Or other rights tp purchase Or otherwise acquire Units or other Equity Securities of the Company, and in connection therewith, and subject to Section 13.01 hereto, the Founders shall have the power to make amendments to this Agreement as the Founders in their discretion deem necessary or appropriate to give effect to such additional issuance. Any additional Units issued hereunder shall be subject to such vesting schedules arid other conditions as may be determined by the Founders in their sole discretion. The Members acknowledge and agree that, except with respect to the Founder Units, the Members’ Percentage Interests in distributions are subject to dilution by virtue of the issuance of additional Units to new or existing Members. (c) Admission of Members. Each of the Persons listed on Schedule A attached hereto has been or is hereby admitted as a Member of the Company. The Company shall maintain a copy of Schedule A which shall set forth the name and addresses of the Members arid the aggregate number of Units of each class issued to each Member. (d) Adriiission of Additional Members. Following the execution and delivery of this Agreement, no Person shall be admitted as a Member and no additional Units shall be issued (whether by transfer, sale, grant or otherwise) without the written consent of the Founders. Subject to obtaining the consent pf the Founders, a Person may be admitted to the Company as an additional Member upon furnishing to the Board (i) a joinder agreement, in a form satisfactory to the Board, pursuant to which such Person agrees to be bound by all the terms arid conditions of this Agreement and (ii) such other documents or instruments as the Board deems necessary or appropriate in its sole and absolute discretion to effectuate the admission of such Person as a Member and to confirm the agreement of such Person to be bound by all the terms and provisions of the Agreement with respect to the Uriits acquired by such Person. Such admission shall become effective on the date on which the Board determines that such conditions have been satisfied and when any such admission is shown on the books and records of the Company. Upon the admission of an additional Member, Schedule A attached hereto shall be airiended to reflect the name, address and Units in the Company of such additional Member. SECTION 3.02 Limitation on Liability. (a) Except as otherwise expressly 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 shall be obligated 7 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (b) None of the Board, any Manager or any Founder shall be deemed to have any fiduciary or other duties to any Member, and, except to the extent otherwise provided by applicable law, none of the Members (other than the Founders) shall be beneficiaries of, or have the right to enforce, any terms or provisions of this Agreement (including any provisions setting forth any duties, covenants or undertakings on the part of the Board, any Manager or any Founder, all of which duties, covenants and undertakings are set forth herein for the sole benefit of the Founders). (c) Except to the extent otherwise provided by applicable law, no Member (other than the Founder) shall have any right to bring any derivative or other actions on behalf of the Company. Except to the extent otherwise provided by applicable law, only the (d) Company and the Founders shall have the right to enforce the restrictive covenants set forth in Section 10.12. In the event any Member (other than a Founder) shall assert any claim or take any other action which is inconsistent with the foregoing provisions, such Member shall indemnify, defend and hold harmless the Company and die other Members against any losses, claims, damages or liabilities (including legal fees and expenses) to which any of them may become subject as a result of such assertion or action. ARTICLE IV CAPITAL CONTRIBUTIONS SECTION 4.01 Loans by Members. No Member will be required to make loans to the Company by virtue of being a Member in the Company. Loans may be made, however, by any Member to the Company if approved by the Board and will not be considered Capital Contributions. The amount of any such loan will be a debt due from the Company to such lending Member, and will be made upon such terms and conditions as may be approved by the Board in its sole and absolute discretion. SECTION 4.02 Negative Balances: Withdrawal of Capital: Interest. A Member shall not have any obligation to the Company or to any other Member to restore any negative balance in the Capital Account of such Member. No Member may withdraw capital or receive any distributions except as specifically provided herein. No interest shall be paid by the Company on any Capital Contributions. 8 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM ARTICLE V COMPENSATION AND DISTRIBUTIONS SECTION 5.01 Guaranteed Payments. In consideration of their performance of services on behalf of the Company, the Members may receive, as guaranteed payments within the meaning of Section 707(c) of the Code, management fees or other compensation in such amounts and at such times as may be determined by the Founders in their sole discretion, in addition to the distributions of cash or property and allocations of Net Income, Net Losses, and other items provided for in this Agreement. Guaranteed payments shall not be deemed to be distributions to the Members on account of their Units, and shall not be charged to the Members’ Capital Accounts. SECTION 5.02 Distributions. (a) In General. The Company shall make distributions of available cash net of reasonable reserves at such times and in such amounts as determined by the Founders in their sole and absolute discretion. Unless otherwise determined by the Founders in their sole and absolution discretion, or as required by mandatory provisions of applicable law, all distributions shall be made as follows: (i) 50% of such available net Cash shall be distributed to the Founders with respect to the Founder Units held by them (ratably among the Founders based upon the number of Founder Units held by each Founder as of the time of such distribution); and (ii) 50% of such available net cash shall be distributed to all of the Members, including the Founders (ratably among such Members based upon the number of Units (including Founder Units) held by each Member as of the time of such distribution); provided, however, that unless otherwise determined by the Founders, Class B Units shall participate only in distributions of Operating Income and shall not participate in distributions of amounts attributable to non-Operating Income. Notwithstanding anything in this Agreement to the contrary, if any Unit is subject to vesting and is unvested as of the date of any distribution, such Unit shall not participate in such distribution. (b) Distributions.in.Kind. If any assets of the Company are distributed in kind, such assets will be distributed on the basis of their fair market value at the effective time of the distribution and in accordance with Section 5.02(a). SECTION 5.03 Other. (a) Notwithstanding anything in this Agreement to the Contrary, the Company shall not make any distribution that is prohibited under the Delaware Act. (b) Notwithstanding any other provision of this Article V. all amounts distributed in connection with a liquidation of the Company or the sale or other disposition of all or substantially all the assets of the Company that leads to a liquidation of the Company shall be distributed to the Class A Members in accordance with their respective Capital Account % 9 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM balances, as adjusted for all Company operations up to and including the date of such distribution; provided, however, that any unvested Units shall not participate in such distribution. ARTICLE VI ALLOCATIONS AND OTHER TAX MATTERS SECTION 6.01 Capital Accounts. (a) There shall be established for each Member on the books of die Company a capital account (a “Capital Account”), which shall be maintained and adjusted as provided in this Article VI. The Capital Account of a Member shall be credited with (i) the amount of all cash Capital Contributions by such Member to the Company and (ii) the fair market value of any property contributed by such Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code). The Capital Account of a Member shall be increased by the amount of any Net Income (or items of gross income) allocated to such Member pursuant to this Article VI, and decreased by (i) the amount of any Net Loss (or items of loss or deduction) allocated to such Member pursuant to this Article VI. (ii) the amount of any cash distributed to such Member pursuant to Article V and (iii) the fair market value of any asset distributed in kind to such Member pursuant to Article V (net of any liabilities secured by such asset that such Member is considered to assume or take subject to under Section 752 of the Code). The Capital Account of the Member also shall be adjusted appropriately to reflect any other adjustment required pursuant to Treasury Regulation Section 1.704-1 or 1.7b4-2> (b) Upon the occurrence of any event specified in Treasury Regulation Section 1.704-l(b)(2)(iv)(f), the Board may cause die Capital Accounts of the Members to be adjusted to reflect the fair market value of the Company’s assets at such time (as determined by the Board in its sole and absolute discretion) in accordance with such Regulation. (c) In the event that any interest in the Company is transferred, the transferee of such interest shall succeed to the portion of the transferor’s Capital Account attributable to such interest. SECTION 6.02 General Allocations. Subject to Section 6.03. any Other Net Income or Net Loss of the Company for each Fiscal Year (or other period) shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Section 5.02 if the Company were to liquidate its assets and distribute the proceeds of such liquidation in accordance with Section 6.03(b) to the Members immediately after making such allocations (assuming for this purpose that all Units subject to vesting restrictions are fully vested), minus (ii) such Member’s share of Member Nonrecourse Liability, computed immediately prior to the hypothetical sale of the assets. 10 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION 6.03 Special Allocations. (a) Section 704(b) Allocation Limitations. Notwithstanding Section 6.02. special allocations of Net Income, Net Loss or specific items of income, gain, loss or deduction may be required for any Fiscal Year (or other period) as follows: (i) Minimum Gain Chargeback. The Company shall allocate items of income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Treasury Regulation Sections 1.704-2(f) and l,704-2(i)(4). (ii) Allocation of Deductions Attributable to Member Nonrecourse Liabilities. Any nonrecourse deductions attributable to a Member Nonrecourse Liability shall be allocated among the Members that bear the economic risk of loss for such Member Nonrecourse Liability in accordance with the ratios in which such Members share such economic risk of loss and in a manner consistent with the requirements of Treasury Regulation Sections 1.704-2(c), 1.704-2(i)(2) and 1.704-2(j)(l). (iii) Qualified Income Offset. The Company shall specially allocate items of income and gain when and to the extent required to satisfy the “qualified income offset” requirement within the meaning of Treasury Regulation Section 1.704-l(b)(2)(ii)(d). (b) Allocations in Liquidation. Notwithstanding any provision in Section 6.02 or Section 6.03(a) to die contrary, in the event that the Company sells or otherwise disposes of all its noncash assets or any other event occurs that will lead to a liquidation of the Company, then Net Income and Net Loss (and, if necessary, the constituent items of income, gain, loss and deduction) shall be specially allocated among the Members as required to cause liquidating distributions pursuant to Section 5.03(b) to be equivalent to the distributions that would have occurred had Section 5.02 been the operative provisions. (c) Adjustment of Allocations. In the event that the Board determines in its sole and absolute discretion that the allocations otherwise required pursuant to Section 6.02 or this Section 6.03 would not properly reflect the economic arrangement of the Members or would otherwise cause any inequitable or onerous result for any Member (including any Founder, whether or not any other Member is similarly affected), then, notwithstanding any provision in this Agreement to the contrary, the Board may adjust such allocations in whatever manner it may, in its sole and absolute discretion, deem appropriate to prevent or mitigate such result; SECTION 6.04 Tax Allocations. The Company’s ordinary income and losses, capital gains and losses arid other items as determined for Federal income tax purposes (and each item of income, gain, loss or deduction entering into the computation thereof) shall be allocated to the Members in the same proportions as the corresponding “book” items are allocated pursuant to Sections 6.02 and 6.03 of this Agreement, Notwithstanding the foregoing sentence, Federal income tax items relating to any Section 704(c) Property shall be allocated among the Members in accordance with Section 704(c) of the Code and Treasury Regulation Section 1.704-l(b)(2)(iv)(g) to take into account the difference between the fair market value and the tax basis of such Section 704(c) Property as of the date of its revaluation pursuant to 11 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:-56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Section 6.01(b). Items described in this Section 6.04 shall neither be credited nor charged to the Members’ Capital Accounts. SECTION 6.05 Distribution in Kind. If any assets of the Company are distributed in kind pursuant to this Agreement, the amount of Net Income or Net Loss that would have been realized had such assets been sold at their fair market value shall be allocated to the Capital Accounts of the Members pursuant to Sections 6.02 and 6.03 immediately prior to such distribution. $ECTION 6.06 Elections. Except as otherwise expressly provided herein, all elections required or permitted to be made by the Company under the Code or other applicable tax law, and all material decisions with respect to the calculation of its taxable income or tax loss for tax purposes under the Code or other applicable tax law or any other matter encompassed by this Article VI. shall be made in such manner as may be determined by the Board in its sole and absolute discretion, and such determinations shall be conclusive and binding on all Members. SECTION 6.07 Fiscal Year. Except as otherwise required by die Code, the Fiscal Year of the Company for tax and accounting purposes shall be the 12 month (or shorter) period ending on December 31st of each year, unless otherwise determined by the Board in accordance with this Agreement. SECTION 6.08 Withholding Requirements. Notwithstanding any provision herein to the contrary, the Board is authorized to take any and all actions that it determines to be necessary or appropriate to ensure that the Company satisfies any and all withholding and tax payment obligations under Section 1441, 1445, 1446 or any other provision of die Code or other applicable law. Without limiting the generality of the foregoing, the Board may cause the Company to withhold any amount that it determines is required to be withheld from any amounts otherwise distributable to any Member pursuant to Article V: provided, however, that such amount shall be deemed to have been distributed to such Member for purposes of applying Article V and this Article VI. In the event that the Board causes the Company to withhold or pay tax in respect of any Member for any period in excess of the amount otherwise distributable to such Member for such period (or there is a determination by any taxing authority that the Company should have withheld or paid any tax for any period in excess of the tax, if any, that it actually withheld Or paid for such period), such excess amount (or such additional amount) shall be treated as a recourse loan to such Member that, shall bear interest at a variable rate equal to the Prime Rate plus 3% per annum (but in no event more than the highest lawful rate) and be payable on demand. SECTION 6.09 Tax.Matters Partner. Siciliano is hereby designated the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code and designated to act in any similar capacity under applicable state or local tax law (the “Tax Matters Partner”). The Founder designated to be such “Tax Matters Partner” may be changed from time to time by the Board. The designated Tax Matters Partner shall keep the other Class A Members fully informed regarding matters for which he is responsible while acting in such capacity and shall not take any material action in such capacity without the consent of the Board. All expenses 12 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM incurred by the designated Tax Matters Partner while acting in such capacity shall be paid or reimbursed by the Company. ARTICLE VII BOOKS AND RECORDS Books and Records. The Board shall keep or cause to be SECTION 7.01 kept such books of account and records with respect to die Company’s business as it may deem appropriate in its sole and absolute discretion. Each of the Managers and their’duly authorized representatives shall have the right at any time to examine the Company’s books, records and documents. Except to the extent otherwise provided byapplicable law, no Member shall have the right to access of examine the Company’s books and records without the consent of the Board (which consent may be withheld for any reason). SECTION 7.02 Confidentiality. Each Member agrees to keep confidential, and not to disclose to any Person or use, any information Or matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Member’s legal and tax advisors responsible for matters relating to die Company who need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Member or any of its Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is required by law or regulation to be disclosed in connection with such Member’s tax returns, (ii) the information being disclosed is otherwise generally available to the public, other than as a result of a breach of such Member’s obligations hereunder, (iii) such disclosure, based upon the advice Of legal counsel Of such Member or Authorized Representative, is required by law Or regulation, or (iv) the Board has authorized in writing such disclosure. To the extent permitted under applicable law, prior to making any permitted disclosure described in the foregoing sentence, such Member shall notify the Board of such disclosure Mid shall cooperate with the Company, at the Company’s expense, in seeking any protective Order or other appropriate arrangement as the Board may request. Each of the Members shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Member under this Section 7.02. ARTICLE VIII MANAGEMENT OF THE COMPANY Authority of Board. Except for Strategic Decisions or SECTION 8.01 situations in which the approval of the Founders is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the “Board”) and (ii) the Board shall conduct, direct and exercise full control over all activities of.the Company. Each member of the Board is referred to herein as a “Manager.” The Managers shall be the “managers” of the Company for the purposes of the Delaware Act. 13 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION S.02 Actions of the Board. The Board may act (i) through meetings and written consents pursuant to Section 8.05 and (ii) through any Person or Persons to whom authority and duties have been delegated pursuant to Section 8.05. SECTION 8.03 Composition. (a) The Board shall initially consist of three Managers, which shall be the Founders. , The number of Managers serving on the Board may be increased at the election of the Board. A Manager who no longer holds any Class A Unit or who resigns or is removed pursuant to Article X shall immediately cease to serve as Manager. (b) Subject to Section 8.03(c). in the event of a vacancy on the Board, the vacancy shall be filled by a Manager appointed by the Board. (c) Each Manager shall serve for a term designated by the Board. At the end of such term, the Class A Members shall elect a Class A Member (who may be the Manager whose term has ended) to fill the vacancy on the Board, SECTION 8.04 Proxies. A Manager may vote at a meeting of the Board or any committee thereof either in person Or by proxy executed in writing by such Manager. A telegram, telex, cablegram or similar transmission by the Manager, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Manager shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 8.04. Proxies for use at any meeting of the Board or any committee thereof or in connection with the taking of any action by written consent shall be filed with die Board, before or at the time of die meeting or execution of the written consent as the case may be. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the majority of the Board who shall decide all questions concerning the qualification of voters, the validity of the proxies and the acceptance or rejection Of votes. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; Or, if ail even number attend and a majority do not agree On any particular issue, die Company shall not be required to recognize such proxy with respect to such issue if such proxy doe's not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. SECTION 8.05 Meetings, etc. (a) Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee, A majority of the Managers, present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted only once a quorum is present. Regular meetings of the Board shall be held On such 14 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM dates and at such times as shall be determined by the Board. Special meetings of the Board may be called by a majority of all of the Managers (or, in the case of a special meeting of any committee of the Board, by a majority of all of the members thereof) on at least 24 hours’ prior written notice to the other Managers, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Manager as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting of the Managers thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Managers that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all members thereof were present. Prompt notice of the action so taken without a meeting shall be given to those Managers who have not consented in writing. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. (b) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). The affirmative vote (whether by proxy or otherwise) of a majority of the Managers shall be the act of the Board. Except as otherwise provided by the Board when establishing any committee, the affirmative vote (whether by proxy or otherwise) of a majority of the members of such committee shall be the act of such committee. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each Manager in connection with attending the meetings of the Board and any committee thereof (unless such expenses shall have been paid or are required to be paid by any other Person). Except as otherwise provided in the immediately preceding sentence or elsewhere in this Agreement, the Managers shall not be compensated for their services as Managers. (d) The Board may, from time to time, delegate to one or more Persons (including any Manager or other Person, and including through the creation and establishment of one or more committees) such authority and duties as the Board may deem advisable. In addition, the Board may, from time to time, designate one or more such Persons to be officers of the Company, and the Board may assign titles to such Persons (including, without limitation, chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer or assistant treasurer). Unless the Board otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such Person of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board. Any number of titles may be held by the same Manager, officer or other individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board. Any delegation pursuant to this Section 8.05(d) may be revoked at any time by the Board in its sole discretion. 15 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION 8.06 Founders. (a) The Founders shall be solely responsible for making all Strategic Decisions and none of the Board, the Company or any other Member shall have the authority to make or execute Strategic Decisions without the consent of the Founders in accordance with the' terms of this Section 8.06. The Founders may act through meetings and written consents pursuant to Section.8.66(bT Each Founder shall have one vote on all matters submitted to the Founders (whether the consideration of such matter is taken at a meeting, by written consent or otherwise) and the unanimous vote or consent (whether by proxy or otherwise) of the Founders shall be required to approve any matter considered by the Founders. Meetings of the Founders shall be held at such place as may be determined (b) by the Founders. The presence of each of the Founders, in person or by proxy (given in accordance with Section 8.04), shall constitute a quorum at any meeting of the Founders. Business may be conducted only once a quorum is present. Meetings of die Founders may be called by a majority of all of the Founders on at least 24 hours’ prior written notice to the other Founders, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Founders at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Founder as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by die Founders may be taken by vote of the Founders at a meeting or by written consent (without a meeting, without notice and without a vote) so long as such consent was circulated to all Founders at least 24 hours before any Founder signed such consent and is signed by each of the Founders. A meeting of the Founders may be held by conference. telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. ARTICLE IX RIGHTS AND OBLIGATIONS OF MEMBERS SECTION 9.01 Lack of Authority. No Member in his, her or its capacity as such (other than in his or her capacity as a Manager) has the authority dr power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company. Each of the Members hereby consent to the exercise by die Board and the Managers of the powers conferred on diem by law and this Agreement. SECTION 9.02 No Right of Partition. Except as explicitly set forth in Article X. no Member shall have the right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own of use particular or individual assets of the Company, and each Member hereby waives any and all rights that it may have to maintain an action for partition of the Company’s property. SECTION 9.03 Members Right to Act. For matters for which the Delaware Act requires the approval of the Members (rather than the approval of the Board on behalf of the 16 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Members), if any, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below: (a) Except as otherwise expressly provided by this Agreement or as required by the Delaware Act, acts by the Members holding a majority of the Units entitled to vote, voting as a single class, shall be the act of the Members, and no class or series of Units shall be entitled to separately approve any action that requires a vote of the Members pursuant to the Delaware Act. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for it by proxy. A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 9.03. No proxy shall be voted or acted upon after eleven months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the; contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only One be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue. •(b) The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding a majority of the Class A Units on at least twenty-four hours’ prior written notice to the other Class A Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or ah approval of the minutes thereof. The actions by the Members entitled to vote or consent on such matter may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent (without a meeting, without notice, and without a vote) so long as such consent is signed by the Members having not less than the minimum number of Units that Would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken Without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof. A meeting of the Members may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. SECTION 9.04 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Members herein set forth. 17 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM ARTICLE X TRANSFERS OF INTERESTS; TERMINATION OF MEMBERSHIPS SECTION 10.01 Restrictions on Transfers. (a) No Member shall Transfer any of his, her or its Units, except (i) pursuant to this Article X. or (ii) if such Transfer is approved in writing in advance by the Founders (which approval may be granted or denied in their sole and absolute discretion). (b) Subject to the Delaware Act, no Transfer shall relieve the transferor of any of his obligations under this Agreement without the written consent of the Board. SECTION 10.02 Allocations. Subject to applicable Treasury Regulations, upon the Transfer of any Unit of a Member as herein provided, the Net Income of Net Loss of the Company attributable to die Units so transferred for the Fiscal Year during which such Transfer occurs shall be allocated between the transferor and transferee as of the date set forth on the written assignment, and such allocation shall be based upon the number of days during the applicable Fiscal Year of the Company that the Units so transferred were held by each of them, without regard to the results of activities during the period in which each was the holder. Distributions shall be made to the holder of record of such Units on the date of distribution. SECTION 10.03 Removal and Resignation of Founders. (a) With respect to any Founder, upon the death, resignation in accordance with Section 10.03(b). removal in accordance with Section 10.3(c). or Permanent Disability of, any such Founder, (i) such Founder shall immediately and automatically cease to be a Founder, (ii) such Founder shall immediately and automatically cease to have any further rights to or interests in distributions of Operating Income under this Agreement and (iii) the Units held by such Founder shall be subject to Section 10.06 (except- that, upon the death or Permanent Disability of a Founder, the Units held by such Founder shall be subject to Section 10.07). (b) notice to the Board. A Founder may resign from the Company at any time by giving written (c) The Founders may remove any Founder and/or terminate the employment of such Founder with the Company upon a unanimous determination of the other Founders that such Founder has Defaulted. A “Default” shall occur with respect to any Founder (i) if such Founding Member shall breach Section 10.01. (ii) upon the bankruptcy of such Founder, (iii) if such Founder shall have engaged in gross negligence or willful misconduct that results in material harm to the Company, (iv) if such Founder continues to fail to substantially perform his duties with the Company after written notice from the other Founders or (v) if the other Founders unanimously determine that such Founder has conducted himself in such a way as to meaningfully impair the ability to cooperate in good faith and harmony with the other Founders. 18 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION 10.04 Removal and Resignation of Class A Members Who are Not Founders. (a) With respect to any Class A Member who is not a Founder, upon the death, resignation in accordance with Section 10.04(b); removal in accordance with Section 10.04(c). bankruptcy, or Permanent Disability of, any such Member, (i) such Member shall immediately aid automatically cease to have any farther rights to or interests in distributions of Operating Income under this Agreement and (ii) the Units held by such Member shall be subject to Section 10.06 (except that, upon the death or Permanent Disability of a Class A Member who is not a Founder, the Units held by such Member shall be subject to Section 10.07). (b) Any Class A Member who is not a Founder may resign from the Company at any time by giving written notice to the Board. (c) The Founders may remove any Class A Member who is not a Founder and/or terminate the employment of such Class A Member with the Company, in each case, at any time with or without cause, by giving written notice of such removal or termination to such Class A Member. In addition, the Founders may, at any time, with or without cause, increase or decrease the number of Units held by a Class A Member who is not a Founder by written notice to such Class A Member. In the event that the number of Units held by a Class A Member is decreased in accordance with this section, such Class A Member shall immediately and automatically cease to have any further rights or interests under this Agreement with respect to such forfeited Units and such Units shall be cancelled arid no payment shall be made therefor. SECTION 10.05 Removal and Resignation of Class B Members. (a) With respect to any Class B Member, upon the death, resignation in accordance with Section 10.05(b). retirement, removal in accordance with Section 10.05(c). bankruptcy, or Permanent Disability of, any such Member, (i) such Member shall immediately and automatically cease to be a Member, (ii) such Member shall immediately and automatically cease to have any further rights or interests under this Agreement and (iii) the Units held by such Member shall be cancelled and no payment shall be made therefor. (b) Any Class B Member may resign from the Company at any time by giving written notice to the Board. (c) The Board of the Founders may remove any Class B Member and/or terminate the employment of such Class B Member with the Company, in each case, at any time with or without cause, by giving written notice of such removal or termination to such Class B Member. (d) Subject to Section 3.01(b). the Founders may at any time, with or without cause, increase or decrease the number of Units held by a Class B Member by a written notice to such Class B Member. In the event that the number of Units held by a Class B Member are decreased in accordance with this section, such Class B Member shall immediately and automatically cease to have any further rights Or interests under this Agreement with respect to such Units.and such Units shall be cancelled and no payment shall be made therefor. 19 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION 10.06 Repurchase of Class A Units. (a) Upon an event described in Section 10.03 with respect to a Founder or Section 10.04 with respect to a Class A Member that is not a Founder (other than the death or Permanent Disability of a Founder or other Class A Member), the Founders may take any of (or any combination of) the following actions with respect to the Class A Units held by such Member (such Member, a “Withdrawing Member”): (i) Repurchase all or a portion of such Withdrawing Member’s Class A Units for a per Unit amount equal to the amount that would be distributed in respect of such Unit if the Book Value was distributed ratably among all outstanding Class A Units (the “Purchase Amount”), with such aggregate Purchase Amount to be paid in cash or with an unsecured subordinated promissory note payable over no more than three years together with interest at the Prime Rate plus one percent per annum; (ii) Allow the other Class A Members (the “Nonwithdrawing Members”! to purchase the Withdrawing Member’s Class A Units in proportion with each Nonwithdrawing Member’s Percentage Interest in the Class A Units, in cash, at a price equal to the Purchase Amount; (iii) Convert such Withdrawing Member’s Class A Units into a Passive Interest with a value equal to the Purchase Amount and payable as described in paragraph (b) below; and/or (iv) Article XI. Cause the dissolution and liquidation of the Company pursuant to (b) Upon the election of the Founders to convert a Withdrawing Member’s Units into a Passive Interest pursuant to Section 10.06(a¥iii) above, all of such Withdrawing Member’s Class A Units shall be converted to non-voting, passive Units (such Units, a Withdrawing Member’s “Passive Interest”) with a value equal to the aggregate Purchase Amount for such Withdrawing Member’s Passive Interest (the “Withdrawal Amount”), in which event (i) the Withdrawing Member shall be entitled to continue to receive such Withdrawing Member’s Percentage Interest of non-Operating Income distributions made from time to time pursuant to Section 5^02 until such Withdrawing Member has received ah amount equal to the applicable Withdrawal Amount and (ii) the Passive Interest will be terminated upon the Withdrawing Member receiving aggregate distributions equal to the applicable Withdrawal Amount. (c) For the avoidance of doubt, the remaining Founders (other than a Founder who is a Withdrawing Member) may amend this Agreement, without the approval of ainy other Member, as appropriate to reflect the exercise of any rights or remedies pursuant to this Section 10.06. SECTION 10.07 Repurchase, of Class. A Units .upon Death or Permanent Disability. (a) Following the death or Permanent Disability of a Founder or other Class A Member, the Company shall purchase, and the Member or such Member’s heirs, successors or 20 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM legal representatives shall sell, all (but not less than all) of the Class A Units held by such Member, for the purchase price and on the terms set forth in Exhibit B. The purchase price shall be paid first from any proceeds received from any key man life or disability insurance policies with respect to the deceased or Permanently Disabled Member at the time that such proceeds are received by the Company as provided below. (b) To assure that all or a substantial part of the purchase price for the Class A Units of a deceased or Permanently Disabled Founder or other Class A Member will be available immediately in cash upon such Member’s death or Permanent Disability, the Company may procure and make subject to this Agreement key man life or disability insurance policies with respect to all or any of the Founders or other Class A Members. If the Company procures such life or disability insurance policies, the premiums for such policies shall be paid by the Company, and die Company shall be the beneficiary and sole owner of all such policies. So long as this Agreement is in effect and the Founder or other Class A Member remains a Founder or Class A Member, the Company agrees that, once such life or disability insurance policies are purchased, it will maintain such insurance in force and effect and pay all premiums falling due on all policies issued to it subject to this Agreement. (c) In the event that a Founder or other Class A Member ceases to be a Class. A Member, such Member shall have the right to purchase any life or disability insurance policies with respect to such Member from die Company for die cash surrender value, if any. In the event any such policies are not purchased by the Founder or Class A Member in such circumstance, the Company shall have the right to terminate the policy or allow the policy to lapse. (d) Upon the death or Permanent Disability of any Founder or other Class A Member, the Company agrees to collect the proceeds of the policy or policies payable to it by reason of the Member’s death or Permanent Disability, if any, and pay the proceeds to the Member or his or her estate, successor, or legal representative, as applicable, as necessary to purchase the Class A Units of such Member.. In the event the amount of insurance proceeds accruing to the Company is less than the purchase price as set forth in Exhibit B. the balance of the purchase price shall be paid pursuant to payment terms as stated in Exhibit B. In the event the amount of die insurance proceeds accruing to the Company is more than the purchase price as set forth in Exhibit B. then the Company shall split the excess proceeds on a 50/50 basis with the Member or the.Member’s estate, successor, or legal representative, as applicable. The parties hereto agree that the split of excess proceeds is made in order to provide the Member or his or her heirs additional funds to assist him or them in supplementing the loss of income due to the death or Permanent Disability of the Member and to provide the Company with additional funds to offset the costs of hiring a new employee to replace the deceased or Permanently Disabled Member and the loss of revenues due to restructuring of the Company’s ownership. SECTION 10.08 Sale of the Company. Notwithstanding any other provision in this Agreement to die contrary,'subject to the terms of Section 10,09, the Founders may, in their respective sole and complete discretion, enter into, approve and consummate any merger, consolidation, sale of all or any part of the Company’s assets, initial public offering, sale of the Company’s equity interests or other extraordinary business combination or divestiture transaction (each, a “Drag-Alone Sale”) with a Third Party, and execute and deliver on behalf of 21 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents), without the approval or consent of any Member that is not a Founder. SECTION 10.09 Drag-Along Rights. If (a) the Founders exercise their rights under Section 10.08, then in each case, each Member (the “Drag-Along Members”) hereby agrees that, if requested by the Founders, such Drag-Along Member will (ij waive any appraisal or dissenter’s rights that it would otherwise have in respect of such transaction, (ii) to the extent applicable, Transfer to the Third Party, subject to the other provisions of this Article X, on the terms of the offer so accepted by the Founders, including the same price to be received by the Founders, time-of payment, form and choice of consideration and adjustments to purchase price, a pro rata portion of such Drag-Along Member’s Units, based on the number of Units proposed to be sold in such transaction, and (iii) cooperate with the Founders and the Company in connection with the DragrAlong Sale, including, providing reasonable access to and answering reasonable questions of the Third Party and its representatives in connection with the DragAlong Sale, and executing any documents and taking any and all other action reasonably requested by the Founders to effectuate the Drag-Along Sale, including, executing and delivering agreements and instruments and providing representations, warranties, indemnities, covenants (including non-compete of other restrictive covenants), releases and escrow arrangements relating to such Drag-Along Sale. SECTION 10.10 Conditions of Drag-Along Sales. Exercise of Drag-Along Rights: Notices: Certain (a) The Founders must give notice (the “Drag-Along Notice”! to the DragAlong Members of any proposed Drag-Along Sale Within five Business Days after the Founders’ acceptance of the offer referred to in Section 10.09, or after the Board approved the Drag-Along Sale and, in any eveint, not less than ten Business Days prior to the proposed closing date for such Drag-Along Sale. The Drag-Along Notice must set forth, to the extent applicable, the number of Units proposed to be so Transferred, the name of the Third Party, the proposed amount and form of consideration, and the other terms and conditions of the offer. (b) If the Founders are given an option as to the form and amount of consideration to be received, all other holders of Units shall be given the same option. Each Drag-Along Member (i) shall agree to the same covenants as the Selling Group agrees to in connection with the Drag-Along Sale, (ii) shall be obligated to join on a pro rata basis (based on the proceeds received by each such Drag-Along Member in connection With the Drag-Along Sale) in any indemnification that the Founders agree to provide in connection with the DragAlong Sale (other than in connection with (A) obligations that relate to a particular Member such as representations, warranties aiid covenants concerning itself for which each Member shall agree to be solely responsible and (B) obligations of the Company to comply with pre-closing covenants, except to the extent that compliance with any such covenants is within the control of such Drag-Along Member (such as day-to-day operating covenants)) and (iii) shall make such representations and warranties concerning itself and, to the extent applicable, the Units to be sold by it in connection with such Drag-Along Sale as the Founders make with respect to themselves and their Units. 22 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM (c) Each Drag-Along Member will be responsible for funding its proportionate share of any adjustment in the purchase price or escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals from any such escrow, including any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties or other provisions relating to the DragAlong Sale. (d) Each Drag-Along Member will be responsible for its proportionate share of the fees, commissions and other out-of-pocket expenses, including any reasonable out-ofpocket expenses incurred by the Founders (collectively, “Drag-Along Costs”'), of the Drag-Along Sale to the extent not paid or reimbursed by the Company, the Third Party or another Person (other than the Founders); provided, that the liability for such Drag-Along Costs shall not exceed the total consideration received by such Drag-Along Member for its Units or interest in respect of such Drag-Along Sale. The Founders shall be entitled to estimate each Drag-Along Member’s proportionate share of such Drag-Along Costs and to withhold such amounts from payments to be made to each Drag-Along Member at the time of closing of the Drag-Along Sale; provided that (i) such estimate shall not preclude the Founders from recovering additional amounts from the Drag-Along Member in respect of each Drag-Along Member’s proportionate share of such Drag-Along Costs and (ii) the Founders shall promptly reimburse each Drag-Along Member to the extent actual amounts sue ultimately less than die estimated amounts or any such amounts are paid by the Company, the Third Party or another Person (other than the Founders). SECTION 10.11 Closing of Drag-Along Sale. (a) At the closing of such Drag-Along Sale, to the extent applicable, each of the Drag-Along Members shall deliver certificates or other documents evidencing the Units then held by it and to be sold or cancelled in connection with such sale, duly endorsed for transfer or accompanied by such documents, executed in blank, to accomplish such sale and transfer, against payment of die purchase price therefor by wire transfer to the account or accounts specified by such Drag-Along Member. (b) If die Drag-Along Sale is not consummated within 180 days from the date of the Drag Along Notice, the Founders must deliver another Drag-Along Notice in order to exercise their rights under Section 10.09. (c) For the sake of clarity, unless otherwise determined by the Founders, Class B Units shall not be entitled to receive any proceeds in respect of a Drag-Along Sale and all Class B Units shall be terminated and canceled immediately prior to.such Drag-Along Sale. SECTION 10.12 Custody Agreement and Power of Attorney. Upon receiving a Drag-Along Notice, to the extent applicable in connection with such Drag-Along Sale, each Drag-Along Member will, if requested by the Founders, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Founders with respect to the Units that are to be sold by such Drag-Along Member pursuant thereto and with respect to any other Units subject to this Article X in respect of such Drag-Along Sale (a “Drag-Along Custody Agreement and Power of Attorney”). The Drag-Along Custody Agreement and Power of Attorney will provide, among other things, that each such Drag-Along 23 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Member will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates, or other such documents sufficient to represent the DragAlorig Member’s ownership of such Units (each duly endorsed in blank by the registered owner or owners thereof, along with such other documents as may be required to accomplish the sale and transfer of the Units), and irrevocably appoint said custodian and attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Drag-Along Custody Agreement and Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in this Article X. SECTION 10.13 Restrictive Covenants. In consideration of the issuance of Units, each Member agrees that, during the period that such Member is a Member or is otherwise employed or engaged by the Company or its Affiliates and for one year thereafter (the “Restricted Period”), such Member shall not, directly or indirectly through another Person, (i) induce or attempt to induce any Member or employee of the Company or any of its Affiliates to cease providing services to, or leave the employ of, the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any Member or employee thereof, (ii) hire any Person who was Member or employee of the Company or any of its Affiliates at any time during die Restricted Period, (iii) induce or attempt to induce any customer, client, vendor, supplier, licensee, licensor, franchisee, distributor, broker, regulator or other business relation of the Company of any of its Affiliates to cease doing or reduce its business with the Company or any of its Affiliates, or in any way interfere with the relationship between any such customer, client, vendor, supplier, licensee, distributor, broker, regulator or business relation of the Company or any of its Affiliates (including, for the purpose of discussing, recruiting or attempting to recruit them to another company), (iv) make any negative or disparaging statements or communications regarding the Founders, the Company or any of its Affiliates or any of their Members, employees, service providers, or services or (v) engage in Competitive Activity. SECTION 10.14 Spousal Consent. Each Member that is legally married shall cause, promptly after becoming party to this Agreement, his or her spouse to execute and deliver to the Company a consent in the form attached as Exhibit A hereto. ARTICLE XI EXCULPATION AND INDEMNIFICATION SECTION 11.01 Exculpation and Indemnification. (a) No Member shall be liable to the Company or to any other Member for monetary damages for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by it arising out of or in connection with this Agreement or the Company’s business or affairs, except for any such loss, claim, damage or liability primarily attributable to such Member’s gross negligence or willful misconduct which, in either case, causes material harm to the Company. (b) The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Member against any losses, claims, damages or 24 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM liabilities to which such Member may become subject in connection with any matter, arising out of or in connection with this Agreement or the Company’s business or affairs, except for any such loss, claim, damage or liability primarily attributable to such Member’s gross negligence or willful misconduct which, in either case, causes material harm to the Company; provided, however, that (i) the Company shall have the right to assume control of the defense against any claim covered by the foregoing indemnity, and the selection and supervision of counsel in connection therewith, and (ii) unless otherwise agreed in writing by the Board in any instance, no Member shall be entitled to indemnification under this Agreement for any .diminution in the value of his Units, any loss or reduction of distributions, income or other benefits, or any other loss or damage not involving ah actual or prospective out-of-pocket cost, expense or liability on part of such Member. If any Member becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Company’s business or affairs, the Company shall reimburse such Member for his legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that (i) such Member shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Member was not entitled to be indemnified by the Company in connection with such action, proceeding or investigation, (ii) the Company shall have the right to assume control of any such action, proceeding or investigation and the selection and supervision of counsel in connection therewith and (iii) the Company shall have no obligation to reimburse any expenses incurred by any Member in connection with any action, proceeding or investigation in which such Member is an adversary of the Company or any of the Founders. If for any reason (other than the gross negligence or willful misconduct of such Member) the foregoing indemnification is unavailable to such Member, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Member as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and such Member on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations. (c) The provisions of Section 11.01(b) shall survive for a period of four years from the date of dissolution of the Company; provided that if at the end of such period there are any actions, proceedings or investigations then pending, any Member shall so notify the Company and the other Members at such time (which notice shall include a brief description of each such action, proceeding or investigation and the liabilities asserted therein) and the provisions of Section 11.01(b) shall survive with respect to each such action, proceeding or investigation set forth in such notice (or any related action, proceeding or investigation based upon the same or similar claim) until such date that such action, proceeding or investigation is finally resolved; and provided, further, that the obligations of the Company under Section 11.01(b) shall be satisfied solely out of Company assets. (d) Each Member covenants for such Member and such Member’s successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after dissolution of the Company, on demand, whether before or after such Person’s withdrawal from the Company, pay to the Company or any Founder any amount which the Company or such Founder, as the case may be, is required to pay and pays in respect of taxes (including withholding taxes) imposed upon income of or distributions to such Member, . 25 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM (e) Notwithstanding anything else contained in this Agreement, the obligations of the Company or any Member under Section 11.01(b) and (d) shall: (i) be in addition to any liability which the Company or such Member may otherwise have; and (ii) inure to the benefit of such Member, his Affiliates and their respective members, directors, officers, employees, agents and Affiliates and any successors, assigns, heirs and personal representatives of such Persons. ARTICLE XII DISSOLUTION AND TERMINATION SECTION 12.01 Dissolution. Unless otherwise determined by the Board in its sole and absolute discretion, the Company shall be dissolved and its business wound up upon the earliest to occur of any of the following events: (a) the sale or other disposition of all or substantially all the property of the (b) the unanimous written consent of the Founders; or (c) the occurrence of an-event which causes there to be no Managers or Company; Founders, Notwithstanding the foregoing, the Company shall not dissolve upon the occurrence of any event specified in clause (c) above if, within 90 days after the date on which such event occurs, a majority in interest of the Members appoint at least one Manager and elect in writing to continue the business of the Company. The death, resignation, retirement, removal, bankruptcy, or Permanent Disability of a Member shall not dissolve or terminate the Company, and all remaining Members hereby agree that the business of the Company shall be continued, unless the Company is required to be dissolved pursuant to Section 12.01(a) or (b) (after giving effect to the preceding sentence). SECTION 12.02 Winding Up of Company. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. Each of the Founders who aire not Withdrawing Members shall act jointly as the liquidator (unless they determine to appoint a liquidator) to wind up the affairs of the Company pursuant to this Agreement. If there shall be no Founder who is not a Withdrawing Member, a Person selected by the affirmative vote of the holders of a majority of the Class A Units voting together as a single class may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, die liquidatoris authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidator shall determine to be in the best interest of the Members. SECTION 12.03 Distribution of Property. In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of property in kind, 26 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM such property shall be transferred and conveyed to the Members so as to vest in each of them as a tenant in common an undivided interest in the whole of such property equal to their interests in the property based upon the amount of cash that would be distributed to each Of the Members in accordance with Article V if such property were sold for an amount of cash equal to the fair market value of such property, as determined by the liquidator in good faith. SECTION 12.04 Time Limitation. Any liquidating distribution pursuant to this Article XII shall be made no later than the later of (a) the end of the taxable year during which such liquidation occurs and (b) 90 days after the date of such liquidation. ARTICLE XIII MISCELLANEOUS Amendments and Consents. This Agreement may be SECTION 13.01 amended, and any provision hereof may be waived, by written instrument executed by all of the Founders (other than Withdrawing Members) without the consent of any other Member-;provided, however, that, (a) any amendment to Section 3.02 that impairs the limited liability of any Member shall require such Member’s (or, in the case of a class of Members that would be similarly and adversely affected, the holders of a majority of the class of Units so affected) written consent; and (b) any update to Schedule A made by the Board pursuant to this Agreement shall not constitute an amendment to this Agreement for purposes of this Section 13.01. SECTION 13.02 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including a facsimile or similar writing) and shall be given to such party at the address or facsimile number of such party as set forth on Schedule A or otherwise specified in writing by such party to the Board. Each such notice, request or other communication shall be effective (i) if given by facsimile, at the time such facsimile is transmitted and the appropriate confirmation is received (of, if such time is not during a Business Day, at the beginning of the next such Business Day), (ii) if given by mail, three Business Days (or, if to an address outside the United States, seven calendar days) after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address specified pursuant to this Section 13.02. SECTION 13.03 Power of Attorney. Each Member (other than a .Founder) hereby constitutes and appoints each Manager and the liquidator, with unrestricted power of substitution and resubstitution, the true and lawful attorney for such Member, with power and authority to act in his name and on his behalf to make, execute, sign, acknowledge, deliver, swear to, file and record; (a) any certificate of formation, as well as any amendments thereto, which the Board or the liquidator may deem to be necessary, desirable or appropriate to evidence or effect the formation of the Company or to qualify and continue it as a limited liability company; 27 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM (b) any instrument or document which the Board or the liquidator may deem to be necessary, desirable or appropriate to effect the continuation of the Company, the admission of any substituted Member, the dissolution and termination of the Company; (c) any amendment or modification of this Agreement pursuant to Section 13.01 that does hot require such Member’s consent; * (d) any fictitious name or similar certificate required by law to be filed on behalf of the Company; and (e) all such other instruments, documents and certificates as may from time to time be required by the laws of any jurisdiction, domestic or foreign, to effect, implement, continue and defend the valid and subsisting existence of the Company and its power to carry out its purposes as set forth in this Agreement; provided, however, that no Manager shall knowingly take any action as attorney-in-fact for any Member which would (i) increase the liability of such.Member beyond the liability expressly set forth in this Agreement; (ii) increase the amount of the Capital Contributions payable by such Member; or (iii) cause such Member to lose his limited liability status. It is expressly acknowledged by each Member (other than the Founders) that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, resignation, retirement, removal, bankruptcy, insanity, incompetency or legal incapacity of such Member and. any assignment, transfer or other disposition, whether voluntary, by operation of law or otherwise, by such Member of all or any portion of his Units and shall extend to such Member’s successors, assigns and legal representatives. SECTION 13.04 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of any Member. SECTION 13.05 Waiver. No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy consequent upon a breach of such or any other covenant, agreement, term or condition shall operate as a waiver of such or any other covenant, agreement, term or condition of this Agreement. Any Member by notice given in accordance with Section 13.02 hereof may, but shall not be under any obligation to, waive any of his rights or conditions to his obligations hereunder, or any duty, obligation or covenant of any other Member. No waiver shall affect or alter the remainder of this Agreement but each and every covenant, agreement, term and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach. SECTION 13.06 No Bill for Accounting. In no event shall any Member (other than the Founders) have any right to file a bill for an accounting or any similar proceeding. SECTION 13.07 Goodwill. Solely for purposes of the books and records of die Company and as among the Company and the Members, no value shall be placed on the name or goodwill of the Company. 28 8S79577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM SECTION 13.08 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements arid understandings of the parties in connection therewith, including for the avoidance of doubt the Original Agreement and the First Amended Agreement. No oral covenant,.representation or condition shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement. SECTION 13.09 Headings. The titles of Articles and Sections of this Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement. Counterparts. This Agreement may be executed in multiple SECTION 13.10 counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by orie counterpart. SECTION 13.11 Severability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid, and contrary to any existing or fixture law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. SECTION 13.12 Waiver of Partition. Each Member hereby waives any right to partition of the Company property. SECTION 13.13 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof. Waiver of Jury Trial. EACH OF THE PARTIES HERETO SECTION 13.14 WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH OR INCIDENTAL TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, .DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ***** 29 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the day and year first above written. COMPANY: HAMILTON PLACE STRATEGIES LLC Name: jMMl CLASS A MEMBERS SALVATORE ANTONIO FRATTO MATTHEW THOMAS MCDONALD STUART WESTLAKE SICILIANO KEVIN MADDE CKER WARREN CLASS B MEMBERS: Signature page to Second Amended and Restated LLC Agreement 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Schedule A Names. Addresses and Units of Members Number of Class A Number of Founder Units (inclusive of Number of Class B Name_________________ Units______ Founder Units)_________ Units_____ Salvatore Fratto 6623 32nd Street NW Washington, DC 20015 240.74 387.84 0 Matthew McDonald 3139 Tennyson Street NW Washington, DC 20015 185.18 299.08 0 Stuart Siciliano 5205 Abingdon Road Bethesda, MD 20816 74.08 120.88 0 Kevin Madden 3604 Cardiff Road Chevy Chase, MD 20815 0 115.30 0 Stuart Tucker Warren 5333 16th Street NW Washington, DC 20011 0 76.90 0 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Schedule B Strategic Decisions The following matters shall be Strategic Decisions requiring the unanimous vote or consent of the Founders. 1. Any matter specifically reserved to the Founders in the Agreement 2. Issuance of Units 3. Removal of Class A Member who is not a Founder 4. Removal of Founder (requires unanimous consent of the other Founders) 5. Allocations and distributions of Operating Income 6. Sales of assets, mergers, consolidations and/or reorganizations of the Company and its affiliates i 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Exhibit A SPOUSAL CONSENT I, the spouse of tflWP , hereby acknowledge that I am aware that the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Hamilton Place Strategies LLC (the “Company”), dated as of January 1, 2015, provides for the cancellation, sale or repurchase of my spouse’s Units under certain ’ circumstances and/or imposes other restrictions on such Units (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these Units is subject to these restrictions and any interest that I may have in such Units shall be irrevocably bound by the LLC Agreement and further, that my community property interest, if any, shall be similarly bound by tihe LLC Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the LLC Agreement. For the benefit of the Company (which is relying hereon), I irrevocably constitute and appoint, oh behalf of myself and my heirs, legatees and assigns, my spouse as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient or otherwise), any and all Units in which 1 now have or hereafter acquire any interest and in any and all Units now or hereafter held of record by my spouse (including but not limited to the right, without my further signature, consent or knowledge and to exercise amendments and modifications of and to terminate the foregoing agreements and to dispose of any and all Units), with all powers I would possess if personally present, it being expressly understood and intended by the undersigned that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by the disability, incapacity or death of my spouse, or dissolution of our marriage, and this proxy will not terminate without the consent of my spouse and the Company. Spouse’s Name: Date: SiuiiaiA* Date :n Witness’ Name: 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Exhibit A SPOUSAL CONSENT am aware that the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Hamilton Place Strategies LLC (the “Company”), dated as of January 1, 2015, provides for the cancellation, sale or repurchase of my spouse’s Units under certain circumstances and/or imposes other restrictions on such Units (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these Units is subject to these restrictions and any interest that I may have in such Units shall be irrevocably bound by the LLC Agreement and further, that my community property interest, if any, shall be similarly bound by the LLC Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the LLC Agreement. For the benefit of the Company (which is relying hereon), 1 irrevocably constitute and appoint, on behalf of myself and my heirs, legatees and assigns, my spouse as my true and lawful attorney and proxy in my name, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient or otherwise), any and all Units in which I now have or hereafter acquire any interest and in any and all Units now or hereafter held of record by my spouse (including but not limited to the right, without my further signature, consent or knowledge and to exercise amendments and modifications of and to terminate the foregoing agreements and to dispose of any aind all Units), with all powers I would possess if personally present, it being expressly understood and intended by the undersigned that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by the disability, incapacity or death of my spouse, or. dissolution of our marriage, and this proxy will not terminate without the consent of my spouse and die Company. 8579577 Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Received by NSD/FARA Registration Unit 02/15/2018 2:06:56 PM Exhibit A SPOUSAL CONSENT I, the spouse of Sjaivtcfort Fhereby acknowledge that I am aware that the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Hamilton Place Strategies LLC (the “Company”), dated as of January 1, 2015, provides for the cancellation, sale or repurchase of my spouse’s Units under certain circumstances and/or imposes other restrictions on such Units (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these Units is subject to these restrictions and any interest that I may have in such Units shall be irrevocably bound by the LLC Agreement and further, that my community property interest, if any, shall be similarly bound by the LLC Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the LLC Agreement. For the benefit of the Company (which is relying hereon), I irrevocably constitute and appoint, on behalf of myself and my heirs, legatees and assigns, my spouse as my true and lawful attorney and proxy in my nanie, place and stead to sign, make, execute, acknowledge, deliver, file and record all documents which may be required, and to manage, vote, act and make all decisions with respect to (whether necessary, incidental, convenient or otherwise), any and all Units in which I now have or hereafter acquire any interest and in any and all Units now or hereafter held of record by my spouse (including but not limited to the right, without my further signature, consent or knowledge and to exercise amendments and modifications of and to terminate the foregoing agreements and to dispose of any and all Units), with all powers I would possess if personally present, it being expressly understood and intended by the undersigned that the foregoing power of attorney and proxy is coupled with an interest; and this power of attorney is a durable power of attorney and will not be affected by the disability, incapacity or death of my spouse, or dissolution of our marriage, and this proxy will not terminate without the consent of my spouse and the Company. Date: 9-cl*/ . Spouse’s Name:_ JudcUi L 7- ■*