Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM EXHIBIT C TO REGISTRATION STATEMENT OF THE LAW OFFICE OF DAVID B. KULTGEN, PLLC PURSUANT TO THE FOREIGN AGENTS REGISTRATION ACT OF 1938, AS AMENDED Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Rolando B. Pablos Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Secretary of Slate Office of the Secretary of State June OK 2017 Law Offices of David B. Kultgen 11841 Overlook Pass Austin- TX 78738 USA RE: The Law Office of David B. Kultgen, PLLG File Number: 802735782 It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing evidencing the existence of the newly created domestic limited liability company (lie). Unless exempted, the entity formed is subject to state tax laws, including franchise tax laws. Shortly, the Comptroller of Public Accounts will be contacting the entity at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the entity. Information about franchise tax, and contact information for the Comptroller’s office, is available on their web site at http://window.state.tx.us/taxinfo/franchise/index.html. The entity formed does not file annual reports with the Secretary of State. Documents will be filed with the Secretary of State if the entity needs to amend one of the provisions in its certificate of formation. It is important for the entity to continuously maintain a registered agent and office in Texas. Failure to maintain an agent or office or file a change to the information in Texas may result in the involuntary termination of the entity. If we can be of further serviceat any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512)463-5555 Enclosure Phone: (512)463-5555 Prepared by: William Johnson Come visit us on the internet at hitp://w\viv.sos.state.tx.us/ Fax: (512)463-5709 Dial: 7-1-1 for Relay Services T1D:10285 Document: 740324030002 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM THE LAW OFFICE OF DAVID B. KULTGEN, PLLC A PROFESSIONAL LIMITED LIABILITY COMPANY LIST OF MEMBERS Mcwlwir David B. Kultgen 11841 Overlook Pass Austin, TX 78738 InlcrcBl Dnlr Acqnlrcd Acquired From 100% 05/24/17 Upon formation Certified: D.B. K , Secretary Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018,2:38:48 PM Corporations Seaton P.O.Box 13697 Austin. Texas 78711-3697 Rolando B. Pablos OF Secretary of State 'x\ Office of the Secretary of State CERTIFICATE OF FILING OF The Law Office of David B. Kultgen, PLLC File Number: 802735782 The undersigned, as Secretary of Slate of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company (LLC) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the dale shown below. The. issuance of this certificate does not authorize the use of a name in this slate in violation of the rights of another under the federal Trademark Act of 1946, the Texas-trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 05/24/2017 Effective: 05/24/2017 X a: s: Co Rolando B. Pablos Secretary of State Phone:(512)463-5555 Prepared by: William Johnson Come visit us on the internet at http://mm.sos.suue.tx.us/ Fax: (512)463-5709 Dial: 7-1-1 for Relay Services T1D: 10306 Document: 740324030002 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM This space reserved for office use. Form 206 (Revised 06/11) Submit in duplicate to: Secretary of State P.O.Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 Certificate of Formation Professional Limited Liability Company Corporati°™ Section Article 1 - Entity Name and Type The filing entity being formed is a professional limited liability company. The name of the entity is: The Law Office of David B. Kultgen, PLLC______________________________________ . The name must contain the phrase “professional limited liability company," or an abbreviation of this phrase. Article 2 -Registered Agent and Registered Office (Sec instructions. Select and complete cither A or B and complete C.) O A. The initial registered agent is an organization (cannot be entity named above) by the name of: OR £3 B. The initial registered agent is an individual resident of the state whose name is set forth below: David . • ; First Nome __________ B.RuTtagg M. I. Last Name Suffix C. The business address of the registered agent and the registered office address is: 11841 Overlook PassAustin____________ TX Street Address City Article 78738 State 'Zip Code Governing Authority (Select and complete cither A or B and provide the name and address of each governing person.) □ A. The professional limited liability company will have managers. The name and address of each initial manager are set forth below. E3 B. The professional limited liability company will not have managers.. The company will be governed by its members, and the name and address of each initial member are set forth below. GOVERNING PERSON 1 NAME (Enter the name of either an' individual or an organization, but not both.) IF INDIVIDUAL David B. Kultgen First iVaoie OR Last Name Suffix IF ORGANIZATION Organization Name ADDRESS 11841 Overlook Pass Austin TX USA 78738 Street or Mailing Address City State' Coutrtn1 Zip Code' Form 206 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Business Filings - Status Page 1 of2 Texas Secretary of Stale • Main Silo • News • Site Index • Help. • Cortiaels Business Fifing Tracker (submitted last 30 days) turnaround Times Documents will appear on the filing status list once they have been entered into the system. For documents submitted by mail, fax, or personal delivery, it generally takes at least one.business day from the time a document has been submitted to the office for the document to be entered into the system and show a status of Received. ^tityNamc^ !™e Law Office ofDavid B. Kt; j Searchj Click the View link to see the certificate or rejection notice. Please note that some documents may riot yet be available for viewing. Clicking on a 'VIEW* link will open a new window that displays a PDF document. View Document Number Entity Name The Law Office of 740324030002 David B. Kullgen, PLLC Delivery Expedited? Received Method Mail Document Type Legal entity 05/24/2017 filing document Status Filing Number Received • Main Site • Texas, eov • Trail I file:///K;/DBK%20Files/Professional/PLLC%20Formation/Formation/Busine'ss%20Filings... Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 6/2/2017 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM QF Corporations Section P.O-Box 13697 Austin. Texns'78711 -3697 Rolando B. Pablos Secretary of State Office of the Secretary of State Packing Slip June I, 2017 Page 1 ofl Law Offices of David B. Kultgcn ] 1841 Overlook Pass Austin, TX 78738 J3atch Number: 74032403 Batch Date: 05-24-2017 Client ID: 610619548 Return Method: Mail Document Number Document Detail Number/Name Page Count 740324030002 Certificate of Formation The Law Office of David B. Kultgcn, PLLC fee 0 S300.00 Total Fees; S300.00 Payment Type Payment Status Payment Reference Amount Check Received 1160 $300.00 Total: Total Amount Charged to Client Account: (Applies to documents or orders where Client Account is the payment method) 5300.00 S0.00 Note to Customers-Paying by Client Account: This is not a bid. Payments to your client account should be based on the monthly statement and not this packing slip. Amounts credited to your client account may be refunded upon request. Refunds (if applicable) will be processed within 10 business days. User ID: WJOHNSON Coma visit us on t/ia Internet @ luip.'Anvw.sos.siate.lxitst Phone: (512)463-5555 PAX: (512)463-5709 Dial: 7-1-1 for RelayServices Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM OPERATING AGREEMENT FOR THE LAW OFFICE OF DAVID B. KULTGEN, PLLC A PROFESSIONAL LIMITED LIABILITY COMPANY This Operating Agreement {the "Agreement") is entered into this 1st day of June, 2017 (the "Effective Date") by Dayid B. Kultgen (herein, the ''Member"). WITNESSETH: WHEREAS, the Members desire to form a Professional Limited Liability Company under the laws of the State of Texas; WHEREAS, the Members have, for mutual covenants exchanged and the consideration herein listed, have entered into this operating agreement; NOW THEREFORE, it is agreed: 1. 2. The name of the Professional Limited Liability Company shall be The Law Office of David B. Kultgen, PLLC (the "Company" or "Professional Limited Liability Company*, herein). The principal office of the Company shall be at 11841 Overtook Pass, Austin, Texas 78738. The business of the Company shall be as follows: 1.1 The Company has been formed to provide legal counsel and consulting services to its clients in the areas of business, commercial, securities and international law; legal and regulatory compliance; and dispute resolution. 1.2 The Company shall transact such other lawful purposes in furtherance of the business described herein as may be performed by a professional limited liability company organized under the Texas Business Organizations Code. It's business shall also be subject to the Texas Disciplinary Rules of Professional Conduct. The Professional Limited Liability Company shall keep at its principal place of business the.following:. 2.1. A current list in alphabetical order of the full name and last known business street address of each Member; Member: Page 1 of 12 L Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 2.2. A copy of the filed Certificate of Formation and all Certificates of Amendment to it, collectively referred to as the "Certificate of Organization," together with executed copies of any powers of attorney pursuant to which any Certificate of Amendment has been executed; 2.3. Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years; 2.4. Copies of any financial statements of the Company, if any, for the three most recent years; and 2.5. Unless otherwise set forth in the Certificate of Organization, a written statement setting forth: 2.5.1. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute; 2.5.2. The times at which, or events on the happening of which, any additional contributions agreed to be made by each Member are to be made; 2.5.3. Any right of a Member to receive distributions which include a return of all or any of the Member's contributions; and 2.5.4. Any event upon the happening of which the Company is to be dissolved and its affairs wound up. 2.5.5. Any event upon the happening of which the Company is to be dissolved and its affairs wound up. Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any Member during ordinary business hours. Page 2 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM S. 4. Except as may be required by Section 704(c) of the Internal Revenue Code and Treasury Regulation § 1.704-l(b)(2)(iv)(f)(4), all items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members on the following basis: Member Percentage David B. Kultgen 100% Transfer of PLLC Interest of Members 4.1. General Prohibitions. No Member shall sell, mortgage, transfer, pledge, make subject to an option, create a security interest in or lien upon, encumber, hypothecate, donate, place in trust (voting or other), or otherwise dispose of all or any portion of its Professional Limited Liability Company interest (the "PLLC Interest") now owned or hereafter acquired, except as hereinafter provided. 4.1.1. Third Party Offers. 4.1.1.1. If a Member (the "Selling Member") shall at any time or times receive a bona fide non-collusive offer (the "Offer") from any person or entity (the "Third Party") to purchase any of the PPLLC Interest owned by the Selling Member, the Selling Member, shall either refuse the Offer or shall first provide to each non-selling Member, (the "Other Member") written notice setting forth the full details of the Offer, including the name of the Third Party, the purchase price offered, the terms of payment (including, if the Offer is other than for cash, the terms of any proposed credit relating to such proposed purchase), any and all other consideration to be received in connection with the proposed transaction, and ail other terms, conditions arid details of such Offer (the "Offer Notice"). 4.1.1.2, For a period of thirty (BO) days after receipt of the Offer Notice, the Other Member shall have the exclusive right and option to purchase the PLLC Interest subject . to the Offer at the price and on the terms and conditions set forth therein. If the Other Member Member Page 3 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM determines to exercise his/her option, in whole or in part, he/she shall give written notice to the Selling Member. If the Other Member fails to give such notice, he/she shall be deemed to have declined to exercise the option to purchase the Pile Interest. 4.1-1.3. In the event that the Other Member elects to purchase . the PLLC Interest offered by the Selling Member pursuant to the Offer, the Closing of such sale and purchase shall occur on or before the expiration of thirty (30) days after the last notice is given by the Other Member of this election. At such Closing, the Selling Member shall execute and deliver such documents or instruments as may be reasonably necessary to evidence the transfer and/or sale of such PLLC Interest to the Other Member and the Other Member shall likewise pay for the shares pursuant to the terms of the Offer. 4.1.1.4. In the event that the Other Member does not purchase the PLLC Interest offered by the Selling Member pursuant to the Offer within the periods described above then, the Selling Member who received the Offer may during the succeeding sixty (60) day period sell all but not less than all of the PLLC Interest covered by the Offer to the Third Party who made the Offer on terms no less favorable than those contained in the Offer, Promptly after such sale, the Selling Member shall notify the Other Member of the consummation thereof and shall furnish such evidence of the completion and the time of completion of such sale and of the terms thereof as may reasonably be requested by the Other Member. If, at’the end of the sixty (60) day period, the Third Party who made the Offer and the Selling Member have not completed the sale of such PLLC Interest as aforesaid, the Other Member's rights to purchase the PLLC Interest covered by an Offer under this Section 4.1.1 shall again be in effect with respect to such PLLC Interest. M Member; Page 4 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 5. 4.2. Notwithstanding the provisions of Paragraphs 4.1 above, a Member shall not have the right to purchase a Member's interest when a Member transfers, sells, assigns or otherwise disposes of its interest to a member of the Member's Immediate family or to a trust established for the benefit of the Member's immediate family. 4.3. Any purported transfer, sale, assignment or other disposition of a Member's interest in the Company other than in accordance with this Section 4.1 shall be void, and the transferee, purchaser or assignee thereunder shall have no rights whatsoever under this PILC Operating Agreement. Management by Managing Member(s) 5.1. The business and affairs of the Professional Limited Liability Company shall be vested in a single Managing Member. 5.2. Managing Member 5.2.1. The name of the initial Managing Member of the Professional Limited Liability Company shall be David B. Kultgen. Such Managing Member shall serve until the first annual meeting of Members or until his successor is elected and qualified. 5.2.2. The number of Managing Members shall be from one (1) (initially) to nine (9) as determined initially by the Certificate of Formation and thereafter from time to time by the Members of the Professional Limited Liability Company. 5.2.3. Vacancies and newly created Managing Member positions resulting from any increase in the authorized number of Managing Members may be filled by a vote of a majority of the . Members. 5.2.4. A Managing Member of the Company who is either present at a meeting of the Managing Members at which action bn any Company matter is taken, or who is absent but has notice of such action by certified mail, shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting, or unless he/she shall file his/her written dissent to such action with the person acting as Page 5 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified mail to the Secretary of the Gompa/iy immediately after the adjournment of the meeting or within seven (7) days after written notification of such action by certified mail. The objection shall be deemed made when mailed by certified mail. Such right to dissent shall not apply to a Managing Member who voted in favor of such action. Member \ 5.2.5. the first meeting of each newly elected Board of Managing Members shall be held at such time and place as shall be fixed by the vote of the Members at the annual meeting and no notice of such meeting to the newly elected Managing Members shall be necessary in order (legally) to constitute the meeting, provided a quorum shall be present. In the event of the failure of the Members to fix the time or place of such first meeting of the newly elected Board of Managing Members, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Managing Members, or as shall be specified in a written waiver signed by all of the Managing Members. 5.2.6. Regular meetings of the Managing Members may be held without notice at such time and at such place asshall from time to time be determined by the Board of Managing Members. 5.2.7. Special meetings of the Managing Members may be called by any Managing Member with three day's notice to each Managing Member, either personally, by telephone or by mail. 5.2.8. At all meetings of the Board of Managing Members, a majority of the Managing Members shall constitute a quorum for the transaction of business. The act of a majority of the Managing Members present at any meeting at which there is a quorum shall be the act of the Managing Members, except as may be otherwise specifically provided. If a quorum shall not be present at any meeting of the Managing Members, the Managing Members present thereafter may adjourn the meeting from Page 6 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM time to time, without notice other than announcement at the meeting, until a quorum shall be present. Membe 5.2.9. Unless otherwise restricted by the Certificate of Formation or this Agreement, any action required or permitted to be taken at any meeting of the Managing Members or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Managing Members. 5.2.10. Managing Members may participate in a Board meeting by means of a telephone conference call or similar communications equipment which enables all participants in the meeting to hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 5.2.11. When called for by a vote of the Members, the Managing Members shall present at each annual meeting and at any special meeting of the Members a full and clear statement of the business and condition of the Company. 5.2.12. No loans shall be contracted on behalf of the Professional Limited Liability Company and.no evidence of indebtedness shall be issued in its name unless authorized by a resolution of all of the Managing Members. Such authority may be general or confined to specific instances. 5.2.13. The Board of Managing Members may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Professional Limited Liability Company, and such authority may be general or confined to specific Instances. 5.2.14. No contract or transaction between the Professional Limited Liability Company and one or more of its Managing Members or Officers, or between the Company and any other Professional Limited Liability company, partnership, association, or other organization in which one or more of its Managing Members or • Officers are managing members or officers, or have a financial interest, shall be void or voidable solely for this reason, of solely Page 7 of 12 Received by NSD/FARA Registration Unit 02/26/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM because the Managing Member or Officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because their votes are counted for such purpose, if: 5.2.14.1. The materia! facts regarding his/her relationship or interest and regarding the contract or transaction are disclosed or are known to the Managing Members and they in good faith authorize the contract or transaction by the affirmative votes of a majority of the disinterested Managing Members, even though the disinterested Managing Members be less than a quorum; or 5.2.14.2. The material fact's regarding his/her relationship or interest and regarding the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or 5.2.14.3, The contract or transaction is fair as to the Professional Limited Liability Company as of the time it is authorized, approved or ratified by the Managing Members or the Members. 5.2.15. 5.3. Common or interested Managing Members may be counted in determining the presence of a quorum at a meeting of the Managing Members which authorizes the contract or transaction. Election of Managing Member(s). At the first annual meeting of Members and at each annual meeting thereafter, the Members shall elect Managing Members to hold office until the next succeeding annual meeting, except if there has been a classification of Managing Members into classes. Each Managing Member shall hold office for the term for which he.is elected and until his successor has been elected and qualified. Page 8 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 5.4. Removal. At a meeting called expressly for that purpose, all Managing Members or any lesser number may be.removed, with or without cause, by a vote of the majority of the Members then entitled to vote. 5.5. Compensation. compensation. 5.6. Indemnification of Managing Member(s) The Managing Member(s) shall act without any 5.6.1. The Professional Limited Liability Company shall indemnify against liability incurred in any proceeding an individual made a party to the proceeding because the individual is or was a Managing Member if: (i) the individual conducted himself in good faith; (ii) the individual reasonably believed: (a) in the case of conduct in his official capacity, that his conduct was in the Company's best interests; or (b) in all other cases, that the individual's conduct was at least not opposed to the Companyls best interests; and (iii) In the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. 5.6.2. The Professional Limited Liability Company shall indemnify a Managing Member of the'Company who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the Managing Member was a party, against reasonable expenses incurred by the Managing Member in connection with the proceeding. 5.6.3. A Managing Member who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. 5.6.4. The Professional Limited Liability Company shall pay for or reimburse the reasonable expenses incurred by a Managing Member who is a party to a proceeding in advance of the final disposition of. the proceeding if: (i) the Managing Member furnishes the Company a written affirmation of his good faith belief that he has met the standard of conduct required; (ii) the Managing Member furnishes the Company with a written undertaking, executed personally or on his behalf, to repay the advance if it is determined that he did not meet such standard of conduct; and (iii) a Page 9 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM determination is made that the facts then known to those making the determination would not preclude indemnification. 6. Amendment or Modification. This Agreement may be amended or modified only with a written Instrument executed by all of the Members. 7. General Provisions 7.1. Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. In the event there is only one Member, then references to Members in the plural should be construed as singular. 7.2. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment. 7.3. Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member, as reflected on a list to be maintained by the Company at its registered address. Any notice, request, or consent to the Company or the.Members must be given to the founding Members at the following address: David B, Kultgen 11841 Overlook Pass Austin, TX 78738 or such other address as may be notified to the Company from time to time Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Member: v Page 10 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 7.4. Entire Agreement; Supersedes Other Agreements. This Agreement includes the entire agreement of the Members and their Affiliates relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written. 7.5. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the applicable statute-of-limitations period has run. 7.6. Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and inure to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns. However, unless and until properly admitted as a Member, no Assignee will have any rights of a Member beyond those provided expressly set forth in this Agreement or granted by the TBOC to assignees. 7.7. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. 7.8. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law. 7.9. Further Assurances. In connection with this Agreement and transactions contemplated hereby, each Member shall execute deliver any additional documents and instruments and perform additional acts that may be necessary or appropriate to effectuate perform the provisions of this Agreement and those transactions. the and any and Page 11 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM 7.10. Waiver of Certain Rights. Each Member Irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company. 7.11. Indemnification. To the fullest extent permitted by law, each Member shall indemnify the Company, each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) they may incur on account of any breach by that Member of this Agreement. 7.12. Counterparts. This Agreement may be executed in any number of counterparts with the.same effect as if all signing parties had signed the same instrument. The Members have executed this PLLC Operating Agreement as of the Effective Date. MEMBER Member, Page 12 of 12 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM MINUTES OF THE ORGANIZATIONAL MEETING OF THE MEMBER OF THE LAW OFFICE OF DAVID B. KULTGEN, PLLG A PROFESSIONAL LIMITED LIABILITY COMPANY The organizational meeting of the Member of The Law Office of David B. Kultgen, PLLC (hereinafter the "Company") was held onjune t,2017. The following Member attended die meeting: David B. Kultgen. The undersigned waived notice of the meeting as evidenced by the attached Waiver of Notice signed and appended hereto. David B. Kultgen was designated chairman and secretary of the meeting. CERTIFICATE OF FORMATION The chairman then presented and read to the meeting a copy of the Certificate of Formation and reported that on May 24, 2017 the original thereof was filed in the office of the .Secretary of State of die State of Texas and that the Secretary of State issued a formal Acknowledgment of Filing to the Company on that date. Upon motion duly made, seconded and carried, it was: RESOLVED, that the Certificate of Formation be accepted and approved in all respects. COMPANY AGREEMENT The chairman then presented a proposed form of company agreement for regulating and managing Company affairs. The proposed company agreement was considered and upon motion duly made, seconded arid unanimously adopted, it was: RESOLVED, that the form of company agreement submitted and reviewed at this ‘ meeting is adopted as the Company Agreement. OFFICERS The chairman of the meeting then called for the election of Company officers. following persons were nominated to the office preceding their name: Office Officeholder President David B. Kultgen Secretary David B. Kultgen Treasurer David B. Kultgen Organizational Meeting The Page 1 of 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM No further nominations being made the nominations were closed and the nominees were elected to the offices set before their respective name. LIMITED LIABILITY COMPANY RECORD BOOK On motion duly made, seconded and unanimously adopted, it was: RESOLVED, that a record book be prepared and that the Secretary insert into the record book the Certificate of Formation, the Acknowledgment, of Filing, and the Company Agreement into the record book, and such action is hereby ratified and approved; and FURTHER RESOLVED, that the Secretary is instructed to authenticate the record book, to retain custody thereof, and to insert into the record book the minutes of this meeting and of other proceedings of the Members, and to keep records pertaining to the issuance and transfer of Membership Interest in the Membership Interest Certificate stubs and Membership Interest.transfer book respectively. MEMBERSHIP INTEREST ISSUED Upon motion duly made, seconded and carried, it was: RESOLVED, that the Members be, and hereby are, authorized to issue from time to time authorized Membership. Interests of the Company for money paid, labor done, promissory note, or personal property or real estate or leases thereof actually acquired and upon such terms as the Members in their discretion may determine. The chairman stated that an offer to purchase one hundred percent (100%) of the Membership Interest of the Company has been made and such shall be issued to the following in the percentage set opposite his/her name and for the consideration stated next thereto: Members Name Member’s Interest Consideration David B. Kultgcn 100% SI,000 RESOLVED, that die Members axe authorized to issue additional Membership Interests to appropriately qualified purchasers. COMMENCING BUSINESS The chairman announced that consideration had been received for the issuance of Membership Interest, and that die Company consequendy was able to commence and transact business and to incur indebtedness. Organizational Meeting Page 2 of 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM ORGANIZATIONAL EXPENSES Upon motion duly made, seconded and carricd, it was: RESOLVED, that the Company Treasurer be and hereby is authorized to pay all charges and expenses incident to or arising out of the organisation of and to reimburse any person who has made any disbursement therefore. BANK ACCOUNT The chairman then stated that it was desirable to maintain a depository for Company funds. Thereupon, on morion duly made, seconded and unanimously adopted, it was: RESOLVED, that the Treasurer be and hereby is authorized to open a bank account on the Company's behalf with any bank(s) the Members deem appropriate, and be it FURTHER RESOLVED, That if the bank the Members deem appropriate requires additional officers to open such bank account, the President is also so authorized. PRINCIPAL OFFICE Upon morion duly made, seconded and carried, it was: RESOLVED, that a Company office be established and maintained at 11841 Overlook Pass, Austin, Texas 78738 and that meetings of the Members from rime to rime may be held either at the principal office or at such other place as the Members shall from time to time order: LICENSES AND PERMITS Additionally, the Members were directed to obtain in the Company's name such other licenses and tax permits as may be required for the conduct of Company business by any federal, state, county, or municipal governmental statute, ordinance, or regulations, and to do all things necessary or convenient to qualify to transact Company business in compliance with the lav's and regulations of any appropriate federal, state, or municipal governmental authority. OTHER STATES Upon morion duly made, seconded and carried, it was: RESOLVED, that for the purpose of authorizing the Company to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the Members are hereby authorized to appoint and substitute all necessary agents or attorneys for sendee of process, to designate and change the location of all necessary statutory offices and to make Organizational Meeting Page 3 of 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein. , FISCAL YEAR On motion duly made, seconded and carried, it was: RESOLVED, that the Company fiscal year shall begin on January 1, and end on December 31, subject to change by resolution, as appropriate, at die discretion of the Members. CARRY ON BUSINESS Upon motion duly made, seconded and carried, it was: RESOLVED, that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of die holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of die meeting by the signatories. EFFECT OF MEETING Upon motion duly made, seconded and carried, it was: RESOLVED, that this written consent shall have die same force and effect as a formal Members' meeting for all purposes. ADJOURNMENT There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned. Dated: June 1, 2017, vid Organizational Meeting KuhgcnC Page 4 of 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM WAIVER OF NOTICE AND CONSENT The undersigned Member by approving the Minutes of the Organi2ationaI Meeting and by this Resolution, hereby waives notice of the time and place of the meeting, consent to the meeting and approves die contents of the Minutes of.the Organizational Meeting. Date: June 1,2017. By: David If. KJuitgcn Date Signed: Organizational Meeting £ ‘f • !7 Page S of 5 Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM THE LAW OFFICE OF DAVID B. KULTGEN, PLLC A PROFESSIONAL LIMITED LIABILITY COMPANY CERTIFICATE OF MEMBERSHIP David B. Kultgen 11841 Overlook Pass Austin, TX 78738 Certified: \ Infurewt Blalc Arquiirwl 100% 05/24/17 Hi Upon formation1 7 D,B. Kultgen,'“Secretary Received by NSD/FARA Registration Unit 02/20/2018 2:38:48 PM