AMENDED AND RESTATED LIMITED LIABILITY 

COMPANY AGREEMENT 

OF

LMX LABS, LLC 

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of 

LMX LABS, LLC (such agreement, as amended from time to time, shall be referred to herein as this 

“Agreement”), effective as of February 26, 2020 (the “Effective Date”), is entered into by each of those 

Members (as hereinafter defined) executing this Agreement from time to time in accordance with the 

terms hereof. 

EXPLANATORY STATEMENT 

A. The Company was formed pursuant to a Certificate of Formation (the “Certificate”) filed

with the Secretary of State of Delaware on December 23, 2019, and has been operating pursuant to the 

provisions of the Company’s Limited Liability Company Agreement dated as of December 23, 2019 (the 

“Original LLC Agreement”). 

B. The Members have determined to amend and restate the Original LLC Agreement to,

among other things, establish a Board of Directors of the Company and otherwise govern the management 

and operation of the Company and the relationship of the parties in accordance with the terms and subject 

to the conditions set forth in this Agreement. 

AGREEMENT 

For good and valuable consideration, the parties, intending legally to be bound, agree as follows: 

Section I 

Defined Terms 

In addition to any terms that are defined in the text of this Agreement, capitalized terms shall have 

the meanings ascribed to them in Exhibit B of this Agreement. 

Section II 

Formation and Name; Office; Purpose; Term 

The Company was formed upon the execution and filing of the Certificate with the Secretary on 

December 23, 2019. The name of the Company shall be “LMX Labs, LLC.” The Company may do 

business under that name and under any other name or names upon which the Members may determine. 

The purposes of the Company shall be to engage in any lawful act or activity for which limited liability 

companies may be organized under the Act as determined by the Members. The term of the Company 

began upon the filing of the Certificate and shall continue in perpetual existence until dissolved pursuant 

to this Agreement. The registered office of the Company in the State of Delaware shall be as set forth in 

the Certificate. The principal office and place of business of the Company shall be located at 444 W. Lake 

Street, Suite 900, Chicago, IL 60606, or at such other place as the Members may designate from time to

time.

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The name and address of the Company’s registered agent in the State of Delaware shall be as set 

forth in the Certificate. The name, present mailing address, taxpayer identification number and Percentage 

Interest of each Member are set forth on Exhibit A. The Members shall have the right to admit additional 

Members from time to time as they determine in their sole discretion. If at any time the Members deem

it to be in the best interest of the Company to raise additional equity capital to properly carry out the 

Company’s business and operations, the Members shall have the right to (i) raise additional equity capital 

for infusion into the Company from Members or other Persons on terms that may be senior to, junior to,

or on parity with, the terms of the Interests held by then existing Members, and (ii) to admit the Persons 

investing such equity capital as additional Members. In addition, the Company may obtain funds through 

loans (which may be made by a Member) having such terms and conditions as the Members, in their 

reasonable discretion, deem to be in the best interest of the Company. The Members shall amend Exhibit 

A from time to time to reflect changes in the identity of the Members and changes in information set forth 

on Exhibit A. This Agreement is the limited liability company agreement of the Company within the 

meaning of the Act. 

Section III 

Capital

It is acknowledged that Holdings has made all capital contributions to the capital of the Company 

required to be made by Holdings as of the date hereof. From time to time the Members may, but shall not 

be obligated to, contribute additional capital or make loans to the Company, all at such times and upon 

such terms as the Members shall approve, acting in their sole discretion. No Member or Interest Holder 

shall be required to contribute any additional capital to the Company, and no Member or Interest Holder 

shall have any personal liability for any obligations of the Company. 

Section IV 

Profit, Loss and Distributions 

Cash Flow for each taxable year of the Company shall be distributed to the Interest Holders, at 

such time as determined by the Board, in proportion to the Interest Holders’ respective Percentage Interest. 

All Profit or Loss shall be allocated to the Interest Holders in proportion to their respective Percentage 

Interest. If the Company is dissolved, the assets of the Company shall be distributed as provided in Section 

VII.

Section V 

Management of the Company 

(a) Management by the Members. Subject to Section V(b), the Company shall be managed 

by and all decisions regarding the Company shall be made by the Members. An act of a Majority-inInterest of the Members shall be the act of the Members hereunder. 

(b) Delegation of Authority to the Board of Directors. Notwithstanding Section V(a) above, 

except as otherwise set forth herein, including, but not limited to, Section V(h), the Members hereby 

delegate authority over the business and affairs of the Company to a Board of Directors of the Company

(the “Board”). Except as otherwise specifically provided herein, the Board shall have full, exclusive and 

complete discretion to manage and control the business and affairs of the Company, to make all decisions 

affecting the business and affairs of the Company and to take all such actions as it deems necessary or 

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appropriate to accomplish the purposes of the Company as set forth herein. Except as otherwise provided 

herein or expressly authorized by the Board, no Member of the Company, and no other Person, shall have

the authority or power, directly or indirectly, to act as agent of the Company for any purpose, engage in 

any transaction, make any commitment, enter into any contract or incur any obligation (whether as 

principal, surety or agent) in the name of the Company or in any other way bind the Company or hold 

itself out as acting for or on behalf of the Company. Any attempted action in contravention of Sections 

V(a)-(g), shall be null, void ab initio and not binding upon the Company, unless ratified or authorized in 

writing by the Board. 

(c) Number; Election; Tenure; Compensation; Reimbursement. Commencing on the date of 

this Agreement, the Board shall consist of five (5) directors (the “Directors”). The Directors shall be 

appointed by a Majority-in-Interest of the Members: provided, however, that at all times that not fewer 

than thirty-five percent (35%) of the Directors shall be “public directors”, as such term is defined by 

applicable CFTC regulation (“Public Directors”), as determined by a Majority-in-Interest of the 

Members. Subject to applicable law, the number of Directors constituting the Board may be increased or 

decreased from time to time by a Majority-in-Interest of the Members; provided that the Board shall 

consist of not fewer than five (5) Directors. No Director shall be entitled to be compensated for any

services provided to the Company, except as authorized in writing by the Board. The Company shall 

reimburse each of the Directors for reasonable business expenses incurred by any such Director on behalf 

of the Company, which expenses will be treated as expenses of the Company. 

(d) Resignation. Each Director shall hold office until his or her successor is appointed and has 

qualified, or until his or her earlier resignation or removal. A Director may resign at any time by giving 

written notice to the Board. A resignation shall be effective upon receipt thereof by the Board unless the 

notice specifies a future date. The acceptance of a resignation shall not be necessary to make it effective. 

Any one or more of the Directors (i) shall automatically, without any further action by the Board or the 

Members, be removed from such position due to such Director’s death, and (ii) may be removed from 

such position, either with or without cause, at any time by the consent of a Majority-in-Interest of 

Members. Following the resignation of any Director, such Director and the Persons described in Section 

VIII shall remain entitled to indemnification from the Company to the extent available under such Section 

with respect to any matter arising prior to its or their resignation. 

(e) Vacancy. Any vacancies occurring on the Board shall be filled by a Majority-in- Interest 

of the Members; provided that at all times at least thirty-five percent (35%) of the Directors shall be Public 

Directors and any vacancies with respect to Public Directors shall be filled by the Board. 

(f) Meetings of the Board. 

(i) Time and Place. Meetings of the Board shall be held at the principal place of 

business of the Company or at any other place that at least two-thirds (2/3) of the Directors 

determine. At any meeting, any Director may participate by telephone or similar 

communication equipment, provided each Director who is participating in the meeting can 

hear each of the other Directors who are participating in the meeting. Persons present by 

telephone or similar communication equipment shall be deemed to be present “in person”

for the purposes of the meeting. Meetings shall be held in accordance with a schedule 

established by the Board. In addition, at any time two-thirds (2/3) of the Directors may 

call a meeting of the Board upon at least one (1) Business Day’s prior notice to the other 

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Directors, provided such notice may be waived by all of the Directors for any individual 

meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of the 

meeting, except where such Director attends for the express purpose of objecting to the 

transaction of any business because the meeting is not lawfully called or convened and 

notes such objection on the record. If a Director is unable to attend a meeting of the Board, 

such Director shall have the right to designate another Person to attend such meeting of the 

Board in a non-participating, non-voting observer capacity. Notwithstanding any other 

provision of this Agreement to the contrary, a notice pursuant to this Section may be given 

orally or otherwise as set forth in Section X of this Agreement. 

(ii) Quorum and Voting. Each Director shall have one (1) vote in all matters requiring 

a vote of the Board. A majority of the entire Board shall constitute a quorum at any meeting 

of the Board. The act of a majority of the Directors at any duly constituted meeting, if a 

quorum is present, shall be the act of the Board. If at any meeting of the Board there shall 

be less than a quorum present, the Director(s) present thereat may adjourn the meeting, 

without notice other than announcement at the meeting, until a quorum shall have been 

obtained. Any meeting not resumed, or if resumed not completed, during the originally 

scheduled time for such meeting, shall be deemed concluded at the end of such scheduled 

time; provided that this provision may be waived by all of the Directors present at any such 

meeting. Subject to Section V(h), all actions and decisions of the Board, once approved 

in accordance herewith, shall be binding on the Company and Member. 

(iii) Written Consents in Lieu of a Meeting. Any action required or permitted to be 

taken at any meeting of the Board may be taken without a meeting, without prior notice 

and without a vote, if a consent or consents in writing, setting forth the action(s) so taken, 

shall be signed by a majority of the Directors. 

(g) Committees. 

(i) Designations and Powers. The Board may in its sole discretion, but subject to any 

requirements under applicable law, including, but not limited to, the CEA and CFTC 

regulations promulgated thereunder, (x) appoint one or more committees of the Board 

consisting of one or more of the Directors of the Company or other individuals and 

authorize and adopt a charter for such committee setting forth such committee’s powers, 

authorities and responsibilities (a “Charter”), (y) designate one or more Directors or other 

individuals as alternate members of any committee, who may replace any absent or 

disqualified member at any meeting of the committee, and (z) appoint a chairperson of any 

such committee. The number of Directors or other individuals serving on any committee 

may, subject to any requirements under applicable law, including, but not limited to, the 

CEA and CFTC regulations promulgated thereunder, be increased or decreased from time 

to time by the Board. Any such committee, to the extent provided in a resolution of the 

Board or in this Agreement, shall have and may exercise all the powers and authority of 

the Board in the management of the business and affairs of the Company. 

(ii) Exchange Participant Committee. The Board shall appoint an Exchange Participant 

Committee (the “Exchange Participant Committee”) which will consist of such number 

of Directors as established by resolution adopted by the Board, provided that the Exchange 

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Participant Committee shall at all times consist of not less than thirty-five percent (35%) 

Public Directors. The Exchange Participant Committee shall have those powers, 

authorities, and responsibilities delegated to it by the Board in its Charter. 

(iii) Exchange Practices Committee. The Board shall appoint an Exchange Practices 

Committee (the “Exchange Practices Committee”) which shall consist of such number 

of Directors as established by resolution adopted by the Board, provided that the Exchange 

Practices Committee shall at all times consist of not less than thirty-five percent (35%) 

Public Directors. The Exchange Practices Committee shall have those powers, authorities, 

and responsibilities delegated to it by the Board in its Charter. 

(iv) Nominating Committee. The Board shall appoint a Nominating Committee (the 

“Nominating Committee”) which shall consist of such number of Directors as established 

by resolution adopted by the Board; provided that the Nominating Committee shall at all 

times consist of not less than fifty-one percent (51%) Public Directors. The Nominating 

Committee shall have those powers, authorities, and responsibilities delegated to it by the 

Board in its Charter. 

(v) Regulatory Oversight Committee. The Board shall appoint a Regulatory Oversight 

Committee (the “Regulatory Oversight Committee”) which shall consist of such number 

of Directors as established by resolution adopted by the Board, provided that the 

Regulatory Oversight Committee shall at all times consist entirely (100%) of Public 

Directors. The Regulatory Oversight Committee shall have those powers, authorities, and 

responsibilities delegated to it by the Board in its Charter. 

(vi) Meetings of Committees. Meetings of any committee may be held at any time or 

place as shall be determined by resolution of the committee, the chairperson of the 

committee or any two (2) members of the committee. Notice of any meeting of a 

committee shall be given in the same manner as notice of any meeting of the Board as 

provided in Section V(e)(i). A majority of the entire committee shall constitute a quorum 

at any meeting of a committee. The act of a majority of the members of a committee at 

any duly constituted meeting, if a quorum is present, shall be the act of the committee. Any 

action required or permitted to be taken at any meeting of a committee may be taken 

without a meeting, without prior notice and without a vote, if a consent or consents in 

writing, setting forth the action so taken, shall be signed the requisite number of members 

of such committee. Any member of a committee may participate by telephone or similar 

communications equipment, provided each member who is participating in the meeting can 

hear each of the other members who are participating in the meeting. Persons present by 

telephone or similar communications equipment shall be deemed to be present “in person”

for the purposes of the meeting. The foregoing shall be subject to the specific terms of 

each committee’s Charter and in the event of an inconsistency between a Charter and this 

Agreement, the terms of such Charter shall govern. 

(vii) Reports to the CFTC. In the event that the Board rejects any recommendation or 

supersedes any action of the Regulatory Oversight Committee or the Exchange Participant 

Committee, the Company shall prepare and submit to the CFTC a report detailing (w) the 

recommendation or action of the Regulatory Oversight Committee or the Exchange 

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Participant Committee, as applicable, (x) the rationale for such recommendation or action, 

(y) the rationale of the Board for rejecting such recommendation or superseding such 

action, and (z) the course of action the Board decided to take contrary to such 

recommendation or action. 

(h) Required Member Consent. Notwithstanding anything to the contrary contained herein, 

the Board shall not approve or undertake or authorize any other Person to approve or undertake, and shall 

not have the power or authority to approve or authorize any other Person to approve or undertake any of 

the following actions with respect to the Company without the prior written consent of a Majority-inInterest of the Members: 

(i) enter into or approve an equity incentive plan, option plan, appreciation plan, 

phantom plan, profit participation or similar rights plan with respect to the Company; 

(ii) make any loans or advances to any Person other than in the ordinary course of 

business; 

(iii) incur any capital expenditure or expense, or enter into any commitment for any 

such capital expenditure or expense (whether in cash, by check, or otherwise) in excess of 

$200,000;

(iv) permit any Member to voluntarily withdraw or otherwise resign as a Member from 

the Company; 

(v) sell, lease, encumber, transfer or otherwise dispose of any assets of the Company 

or any of its Subsidiaries, having a value in excess of $200,000; 

(vi) create, incur, assume or suffer to exist any indebtedness in respect of money 

borrowed (regardless of the time period for repayment of such indebtedness), in excess of 

$200,000;

(vii) redeem, repurchase or otherwise acquire any Interest or any other equity interests 

of the Company or any interests or instruments directly or indirectly convertible, excisable 

or exchangeable for Interest or other equity interests of the Company, or accept any 

additional capital contributions; 

(viii) acquire any securities, debt, or other assets of any party, other than in connection 

with the operation of the business of the Company in the ordinary course of business; 

(ix) change or expand the current business of the Company or enter into new or related 

lines of business; 

(x) offer, issue, or sell to any Person an Interest or other equity interest of the Company 

or any interest or other instruments directly or indirectly convertible, exercisable, or 

exchangeable for equity interests of the Company, or accept any additional capital 

contributions; 

(xi) admit new Members or substituted Members; 

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(xii) enter into (directly or indirectly) any transaction with any Member or affiliate of 

the Company or other affiliates, any of their respective affiliates, or any entity in which 

any Member or other affiliate of the Company or any of their respective affiliates may have 

an interest; 

(xiii) become subject to any agreement or instrument which by its terms would (under 

any circumstances) restrict the Company’s or any of its Member’s right to carry on its 

business or perform any of its obligations under the Certificate or this Agreement; · 

(xiv) approve or take any action in connection with a conversion of the Company into 

one or more different entities or forms, including, but not limited to, a conversion into a 

corporation; 

(xv) change or amend the Company’s organizational documents (including the 

Certificate and this Agreement) or make any other change in the rights, preferences, or 

privileges of the Members, or any change in the capital structure of the Company, except 

as otherwise provided in this Agreement; 

(xvi) enter into an agreement regarding, or consummate, a Sale Transaction; 

(xvii) merge or consolidate the Company with any Person pursuant to a transaction that 

does not constitute a Sale Transaction; 

(xviii) take or effect any action that would render the Company bankrupt or insolvent or 

cause the termination, dissolution, liquidation or winding up of the Company; or 

(xix) take or effect any action that specifically requires the consent or approval of the 

Members pursuant to the terms of this Agreement. 

(i) Officers. Any Officer authorized and appointed to act by the Board shall have full power 

and authority to act for and bind the Company for the purposes so authorized or appointed and third parties 

may rely upon such authorization or appointment. The Officers of the Company may include a chief 

executive officer, a chief regulatory officer, and such other Officers as the Board may establish. Each 

Officer shall hold office until his or her successor is elected or appointed or until his or her earlier 

displacement from office by resignation, removal or otherwise; provided that if the term of office of any 

Officer elected or appointed pursuant to this Section V shall have been fixed by the Board, he or she shall 

cease to hold such office no later than the date of expiration of such term, regardless of whether any other 

person shall have been elected or appointed to succeed him or her. Any Officer may resign by written 

notice to the Company and may be removed with or without cause by the Board whenever in its judgment 

the best interests of the Company will be served thereby. 

(j) Disciplinary Panels. The Board may, in its sole discretion, but subject to any requirements 

under applicable law, including, but not limited to, the CEA and CFTC regulations promulgated 

thereunder, establish one or more disciplinary panels, including, but not limited to, a disciplinary panel 

for appeals (each a “Disciplinary Panel”), each of which generally shall be responsible for conducting 

hearings, rendering decisions, and imposing sanctions with respect to disciplinary matters as determined 

by the Board. Except as the Board may otherwise determine from time-to-time, each Disciplinary Panel 

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shall be comprised of three individuals, at least one of whom would qualify as a Public Director, and such 

person will chair the Disciplinary Panel. The number of individuals serving on any Disciplinary Panel

(each a “Disciplinary Panel Member”) may, subject to any requirements under applicable law, be 

increased or decreased from time to time by the Board. The Disciplinary Panel Members shall be 

appointed by the Board and may be removed from such position, either with or without cause, at any time 

by the Board. 

Section VI 

Transfer and Resignation 

Except as otherwise expressly permitted by this Agreement, no Member shall have the right, 

without the prior written consent of the Members, to Transfer all or any part of such Member’s

Membership Rights; provided, however, that if the Transfer is a transfer by operation of law by reason of 

the death of an individual Person, the dissolution of a non-individual Person or otherwise, and if the result 

of such Transfer would be the Resignation of the last remaining Member in the Company, then the 

transferee(s) will be automatically admitted as Member(s) in the Company (it being agreed that in the case 

of death of an individual Person, the estate of such Person shall automatically be admitted as a Member, 

subject to the remainder of this Section VI); provided further that any of such transferee(s) may elect, at 

any time on or before ninety (90) days after such Transfer to such transferee, to Resign as a Member in 

the Company, such Resignation to be effective retroactive to the date of such Transfer. Except as provided 

in the preceding sentence, no Member shall have the right to Resign without the prior written consent of 

a Majority-in-Interest of the Members. The Company shall not be obligated to purchase the Interests of 

any Person who has Resigned for its fair value or otherwise. 

Notwithstanding any provision contained in this Agreement to the contrary, Holdings shall have the right, 

without the consent of the Members, to Transfer all or any part of Holdings’ Membership Rights, and such 

transferees shall automatically be deemed to be admitted as a Member in the Company. For purposes of 

this Agreement, a Transfer of Interests and other Membership Rights shall include any Transfer of any 

direct or indirect ownership interests in a Member and any change in the power of a Person to direct the 

business and affairs of the Member by virtue of ownership of voting securities, contract or otherwise. The 

Interests and other Membership Rights are securities governed by Article 8 of the Uniform Commercial 

Code as in effect in the State of Delaware. Interests and Membership Rights shall not be certificated. The 

transferee of a Transfer for collateral purposes shall not be admitted as a Member in the Company until 

such time, if any, as the transferee has realized upon the Membership Rights pledged to it or has acquired 

such Membership Rights in lieu of such realization and such transferee expressly agrees in writing to be 

bound to the terms and conditions of this Agreement. 

Section VII 

Dissolution

The Company shall be dissolved only if a Majority-in-Interest of the Members determines to 

dissolve the Company or if the Company has no Members and no Interest Holder agrees in writing, within

thirty (30) days after the occurrence of the event pursuant to which the last Person ceased to be a Member, 

to become a Member and be bound by the terms and conditions of this Agreement. If the Company is 

dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of 

the Company shall be distributed, first, to non-Interest Holder creditors of the Company in satisfaction of 

the liabilities of the Company, second, to creditors of the Company who are also Interest Holders in 

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satisfaction of the liabilities of the Company but not including those liabilities to the Interest Holders in 

their capacity as Interest Holders, and then to the Interest Holders in proportion to their Percentage Interest. 

Section VIII 

Liability and Indemnification 

(a) Except as otherwise required by non-waivable provisions of applicable law or as expressly 

set forth in this Agreement, no Interest Holder shall have any personal liability whatsoever in such Interest 

Holder’s capacity as an Interest Holder in excess of its capital contribution, whether to the Company, to 

any of the other Interest Holders, to the creditors of the Company or to any other third party, for the debts, 

liabilities, commitments or any other obligations of the Company or for any losses of the Company, other 

than arising out of a breach of this Agreement by such Interest Holder, actions by such Interest Holder 

prohibited by this Agreement or as provided in any other written agreement between the Company and 

such Interest Holder. 

(b) None of the Members, the Directors, Disciplinary Panel Members or Officers shall be 

personally liable for the return of any portion of the capital contributions (or any return thereon) of the 

Interest Holders and the return, if any, of such capital contributions (or any return thereon) shall be made 

solely from assets of the Company. None of the Members or the Directors shall be required to pay to the 

Company or any Interest Holder any deficit in any Interest Holder’s capital account upon dissolution of 

the Company or otherwise. None of the Members, the Directors or Officers shall be liable, responsible or 

accountable, in damages or otherwise, to any Interest Holder or to the Company for any act performed by 

such Member, the Directors or Officer within the scope of the authority conferred on the Members and 

the Directors by this Agreement, except for gross negligence, fraud, bad faith or a material breach of this 

Agreement. 

(c) The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless 

the Interest Holders, Members, Disciplinary Panel Members, Directors and their respective partners, 

stockholders, members, Officers, trustees, advisory board members, directors, employees, attorneys and

agents and other affiliates (collectively, the “Indemnified Parties”) from and against any loss, expense, 

damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or 

omissions arising out of their activities on behalf of the Company or in furtherance of the interests of the 

Company or by reason of the fact that such Person is or was an Interest Holder, Member, Disciplinary 

Panel Member, Director, Officer, employee or agent of the Company, or is or was serving at the request

of the Company as a director, trustee, member, disciplinary panel member, manager, officer, employee or 

agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, 

including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs 

or expenses incurred in connection with the investigation and defense of any actual or threatened action, 

proceeding or claim, unless the acts, omissions or alleged acts or omissions upon which such actual or

threatened action, proceeding or claim is based arose out of such Indemnified Party’s gross negligence or 

were performed or omitted fraudulently or in bad faith by such Indemnified Party or constituted a material 

breach of this Agreement. If any claim for indemnification is based on a claim by a third party (a “Third 

Party Claim”), the Indemnified Party in question shall give prompt written notice thereof to the Company 

and shall permit the Company to defend and/or settle such Third Party Claim, so long as it does so 

diligently and in good faith; provided, however, that no compromise or settlement of any claim may be 

effected by the Company without the Indemnified Party’s consent (which will not be unreasonably 

withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full 

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by the Company. Any such indemnification shall only be from the assets or insurance of the Company 

and no Interest Holder shall be required to contribute capital to the Company to satisfy any such 

indemnification. Any such indemnification shall be paid by the Company in advance of the final 

disposition of any such action, proceeding or claim upon receipt of an undertaking by or on behalf of the 

Indemnified Party seeking advancement to repay the amount advanced should it ultimately be determined 

that the Indemnified Party was not entitled to be indemnified hereunder or under the Act. 

Section IX 

Books, Accounting, and Tax Matters Partner 

All funds of the Company shall be deposited in such bank or other investment accounts as the 

Board shall approve. All such accounts shall be in the Company’s name. The annual accounting period 

of the Company shall be the calendar year. Harsha Bhat shall be the “Partnership Representative” of 

the Company as such term is defined in Code Section 6223 (the “Code”), and such individual shall serve 

as such at the expense of the Company with all powers granted to a Partnership Representative partner 

under the Code; however, the Partnership Representative shall not make any election for the purposes of 

determining who should pay tax liabilities of an adjustment with respect to any taxable year without the 

prior approval of the Board. Each Member agrees that if the Company as provided in this section elects 

the alternative audit regime with respect to any such adjustment, such Member shall pay such Member’s

tax liabilities resulting from the Member’s applicable apportion share of the adjustment, even if such

Member is no longer a Member in the Company in the year of determination. The Company shall not be 

obligated to pay any fees or other compensation to the Partnership Representative in his capacity as such, 

provided that the Company shall reimburse the Partnership Representative for any and all reasonable outof-pocket costs and expenses (including reasonable attorneys’ and other professional fees) incurred by

him in his capacity as Partnership Representative. The Company shall indemnify, defend and hold the 

Partnership Representative harmless from and against any loss, liability, damage, cost or expenses 

(including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning 

Company tax matters and within the scope of its responsibilities as Partnership Representative, provided 

that the Partnership Representative shall have acted in good faith and shall not be guilty of willful 

misconduct or gross negligence. The Members’ obligations under this section shall survive the 

termination of this Agreement. 

Section X 

General Provisions 

(a) Any notice, demand, consent, election, offer, approval, request, or other communication 

(collectively, a “notice”) required or permitted under this Agreement must be in writing and either 

delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent 

by recognized overnight delivery service. A notice must be addressed to an Interest Holder or Member at 

the Interest Holder’s or Member’s last known address on the records of the Company. A notice to the 

Company must be addressed to the Company’s principal office. Notices shall be deemed given upon 

receipt or refusal to accept delivery. Any party may designate, by notice to all of the others, substitute 

addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses 

or addressees. 

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(b) This Agreement constitutes the complete and exclusive statement of the agreement among 

the Members and supersedes all prior written and oral statements, including any prior representation, 

statement, condition or warranty. 

(c) This Agreement may not be amended without the written consent of a Majority- in-Interest 

of the Members. 

(d) This Agreement shall be governed by the internal law, not the law of conflicts, of the State 

of Delaware. The headings herein are inserted as a matter of convenience only, and do not define, limit, 

or describe the scope of this Agreement or the intent of the provisions hereof. 

(e) This Agreement is binding upon, and inures to the benefit of, the parties hereto and their 

respective heirs, executors, administrators, personal and legal representatives, successors, and permitted 

assigns. 

(f) Nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular 

and plural, as the identity of the Person may in the context require. 

(g) Each provision of this Agreement shall be considered separable; and if, for any reason, any 

provision or provisions herein are determined to be invalid and contrary to any existing or future law, such 

invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. 

[Remainder of Page Intentionally Left Blank. 

Signature Page Follows.]

DocuSign Envelope ID: 835D58F7-BA41-45F4-B564-84DC0C114412

LMX- DCM- 00079
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated 

Limited Liability Company Agreement as of the date first set forth above. 

MEMBER: 

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[REDACTED]

LMX- DCM- 00080
EXHIBIT A 

NAME, ADDRESS, TAXPAYER IDENTIFICATION NUMBER 

AND PERCENTAGE INTEREST 

Address and Taxpayer Identification Number Percentage Interest 

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EXHIBIT B 

Definitions 

For purposes of this Agreement, the following terms shall have the meanings set forth below (such 

meanings to be equally applicable to both the singular and plural forms of the terms so defined). 

“Act” means the Delaware Limited Liability Company Act, as amended from time to time. 

“Board” shall have the meaning set forth in Section V of this Agreement. 

“Business Day” means any day other than Saturday, Sunday, and a day on which the 

commercial banks are authorized or required to close in Chicago, Illinois. 

“Cash Flow” means the revenues and other cash receipts of the Company minus the 

expenditures of the Company. Cash Flow will not include reserves established by the Board from 

time to time except to the extent released from the reserves in question for distribution. 

“CEA” means the Commodity Exchange Act, as amended. 

“CFTC” means the U.S. Commodity Futures Trading Commission. 

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding 

provision of any succeeding law. 

“Company” means the limited liability company formed in accordance with the 

Certificate. 

“Disciplinary Panel” shall have the meaning set forth in Section V of this Agreement. 

“Disciplinary Panel Member” shall have the meaning set forth in Section V of this 

Agreement. 

“Interest” means a membership interest in the Company entitling the holder thereof to 

receive a share of the Profits and Losses of, and the right to receive distributions from, the 

Company in accordance with the terms of this Agreement. 

“Interest Holder” means any Person who holds an Interest, whether as a Member or as an 

unadmitted assignee of a Member. 

“Majority-in-Interest of the Members” means the Member or Members with a 

Percentage Interest exceeding fifty percent (50%). 

“Member” means each Person signing this Agreement and any Person who subsequently 

is admitted as a member in the Company. 

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“Membership Rights” means all of the rights of a Member in the Company, including a 

Member’s: (i) Interests; (ii) right to inspect the Company’s books and records; and (iii) right to 

vote on matters coming before the Members, if any. 

“Officer” means any individual from time to time authorized or appointed by the Board to 

act as an officer or representative of the Company on a general basis or for a specific purpose, 

which individual shall act for and bind the Company as authorized by the Board. 

“Percentage Interest” means, for any Interest Holder, the percentage interest of such 

Interest Holder in the Company as set forth on Exhibit A. 

“Person” means and includes an individual, corporation, partnership, association, limited 

liability company, trust, estate or other entity. 

“Profit” and “Loss” mean, for each taxable year of the Company (or other period for which 

Profit or Loss must be computed), the Company’s taxable income or loss determined in accordance 

with the Code. 

“Resignation” (including its correlative meanings, “Resign” or “Resigned”) means a 

Member’s resignation from the Company by any means.

“Sale Transaction” shall mean any transaction pursuant to which the Company sells its 

business by (i) a sale or conveyance of all or substantially all of the Company’s assets to any 

Person, (ii) a sale or conveyance of all or substantially all of the equity interest in the Company to

any Person, or (iii) a merger or consolidation of the Company with any Person pursuant to which 

the Members (and their affiliates) immediately prior to such merger or consolidation shall own, 

immediately after giving effect thereto, less than a majority of the equity interest of the surviving 

entity (or its parent) or the purchasing entity (or its parent), as the case may be. 

“Secretary” means the Secretary of State of the State of Delaware. 

“Transfer” means, when used as a noun, any direct or indirect sale, hypothecation, pledge, 

assignment, attachment, or other transfer, and, when used as a verb, means to, directly or 

indirectly, sell, hypothecate, pledge, assign, or otherwise transfer. 

DocuSign Envelope ID: 835D58F7-BA41-45F4-B564-84DC0C114412

LMX- DCM- 00083