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4833-6565-4408, v. 2

AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY AGREEMENT 

OF 

KALSHIEX LLC 

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING

AGREEMENT (this “Agreement”) of KalshiEX LLC, a Delaware limited liability company (the

“Company”) is entered into as of the date set forth below by Kalshi Inc. (the “Member”) and the Company.

WHEREAS, the Company was formed as a limited liability company on December 10, 2019 by

the filing of a Certificate of Formation (the “Certificate”) with the Secretary of State of the State of

Delaware, pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended

from time to time (the “Act”); and 

WHEREAS, the Member and the Company hereby agree that the membership in and management

of the Company shall be governed by the terms set forth herein.

NOW, THEREFORE, the Member agrees as follows: 

1. Name. The name of the Company shall be KalshiEX LLC. 

2. Member. The name and the business address of the Member is as follows: 

Name Address 

Kalshi Inc. 350 Third Street, 

Cambridge, MA 02142 

3. Registered Office/Registered Agent. The address of the registered office of the Company

in the State of Delaware, and the name and address of the registered agent of the Company for service of

process on the Company in the State of Delaware, is The Corporation Trust Company, 1209 Orange Street,

Wilmington, Delaware 19801, County of New Castle. 

4. Certificate. The Member and any person designated by the Member shall be an authorized

person within the meaning of the Act to execute, deliver and file the Certificate, and to execute, deliver and

file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate. 

5. Purpose/Powers. The Company is formed for the object and purpose of engaging in any

lawful act or activity for which limited liability companies may be formed under the Act and engaging in

any and all activities necessary or incidental to the foregoing. The Company shall have the power and

authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all 

power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability

companies under the laws of the State of Delaware.

6. Management. 

(a) Management of Company by Board of Directors. The Management of the Company shall

be vested in a Board of Directors (collectively, the “Board”), the members of which shall be natural persons

(the “Directors”) appointed in accordance with clause “(b)” below. The business and affairs of the

Company shall be managed, operated and controlled by or under the direction of the Board, and the Board
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shall have, and is hereby granted, the full, complete and exclusive power, authority and discretion for, on

behalf of and in the name of the Company, to take such actions as it may in its sole discretion deem

necessary or advisable to carry out any and all of the objectives and purposes of the Company, subject only

to the terms of this Agreement. Except as otherwise provided in this Agreement, no Director, acting alone

or with any other Director(s), shall have the right, power or authority to bind the Company with respect to

any matter except pursuant to a resolution authorizing such action that is duly adopted by the Board by the

affirmative vote required with respect to such matter pursuant to this Agreement. Except as otherwise

provided in this Agreement or by applicable law, no Member, in its capacity as a Member, shall have any

power or authority over the business and affairs of the Company or any power or authority to act for or on

behalf of, or to bind, the Company. Each Director shall enter into a Director Services Agreement with the

Company, which is incorporated into this Agreement by reference. 

(b) Matters for Which Member Approval is Required. In addition to approval of the Board,

the following matters shall require approval of the Member. The Company shall not, and shall not enter

into any commitment to (and the Board shall not authorize the Company to or to enter into any commitment

to) do any of the following without the prior approval of the Member: 

i. amend, modify or waive the Certificate of Formation or this Agreement; 

ii. make any material change to the nature of the business conducted by the Company; 

iii. issue or redeem any membership interest or admit additional Members to the

Company; 

iv. issue or incur any material indebtedness or pledge or grant liens or encumbrances 

on any material assets, except in the ordinary course of business consistent with past practice; 

v. make any loan, advance, capital contribution or other investment in or to any

Person, other than loans, including relocation or travel advances, to Officers and employees for

amounts incurred in the ordinary course of business consistent with past practice; 

vi. enter into or effect any transaction or series of related transactions involving the

purchase, lease, license, exchange or other acquisition (including by merger, consolidation,

acquisition of stock or acquisition of assets) by the Company of any assets and/or equity interests

of any Person, other than in the ordinary course of business consistent with past practice; 

vii. enter into or effect any transaction or series of related transactions involving the

sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock

or sale of assets) by the Company of any material assets, other than in the ordinary course of

business consistent with past practice; 

viii. approve any merger, consolidation or combination of the Company with or into

any other Person; 

ix. establish a subsidiary or enter into any joint venture or similar business

arrangement;

x. settle any material lawsuit, action, dispute or other proceeding or otherwise assume

any material liability or agree to the provision of any equitable relief by the Company; 
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xi. initiate or consummate an initial public offering or make a public offering and sale

of any membership interests or any other securities of the Company or any successor entity; 

xii. initiate a bankruptcy proceeding (or consent to any involuntary bankruptcy

proceeding) involving the Company 

xiii. hire or terminate the Chief Executive Officer or other executive officer, change

any compensation policies applicable to any such Officer, or enter into any material agreement with

respect to employment, severance, consultancy or any similar agreement with any such Officer; 

xiv. modify in any material respect the role or authority of, or change the composition

of, the ROC; or 

xv. dissolve, liquidate or terminate the Company. 

(c) Board Composition. The Board shall consist of five Directors. The Board shall be

comprised as follows: 

i. three individuals designated by the Member in the Member’s sole and absolute

discretion; and 

ii. two individuals designated by the Member in the Member’s sole and absolute

discretion, provided that each such individual shall be a “public director” as defined in the

applicable guidance by the U.S. Commodity Futures Trading Commission (“CFTC”) for the

governance of a designated contract market (the “Public Directors”). 

(d) Removal; Resignation; Vacancies. 

i. The Member may remove any Director at any time with or without cause, for any

reason or no reason, effective upon written notice to the Chairperson. 

ii. A Director may resign at any time from the Board by delivering his written

resignation to the Chairperson. Any such resignation shall be effective upon receipt thereof unless

it is specified to be effective at some other time or upon the occurrence of some other event. The

Board’s or Company’s acceptance of a resignation shall not be necessary to make it effective. 

iii. Any vacancy on the Board resulting from the resignation, removal, death or

disability of a Director shall be filled by the Member, with such appointment to become effective

immediately upon delivery of written notice of such appointment to the Chairperson. 

(e) Board Meetings. 

i. Regular meetings of the Board shall be held when and as determined by the Board,

at such dates and times as the Board may designate. Special meetings of the Board may be called

at any time by the Chairperson and shall be called by the Chairperson at the written request of any

Director who makes such request in good faith. Meetings of the Board may be held either in person

or by telephone or video conference or other communication device that permits all Directors

participating in the meeting to hear each other. 

ii. Written notice of a meeting of the Board or any Committee stating the place, date

and hour of the meeting and the purpose or purposes for which the meeting is called shall be given
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to each Director by telephone, electronic mail or facsimile no fewer than three business days before

the date of the meeting. Notice of any meeting may be waived in writing by any Director. Presence

at a meeting shall constitute waiver of any deficiency of notice, except when a Director attends a

meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of

any business because the meeting was not called or convened in accordance with this Agreement

and does not otherwise attend the meeting. 

iii. The Secretary of the Company (or the Chairperson, if there is no Secretary) shall

circulate to each Director an agenda for each regular meeting not less than three business days in

advance of such meeting. In the case of a regular meeting, such agenda shall include a discussion

of the financial reports and any other matters that a Director may reasonably request to be included

on such agenda. In the case of a special meeting, the agenda for such meeting shall be established

by the Chairperson and shall, if applicable, include any matters specified by the Director requesting

such meeting, and shall be provided to each Director at the time such special meeting is called. 

iv. The decisions and resolutions of the Board and each Committee shall be recorded

in minutes, which shall state the date, time and place of the meeting (or the date of any written

consent in lieu of a meeting), the Directors present at the meeting, the resolutions put to a vote (or

the subject of a written consent) and the results of such voting or written consent. The minutes shall 

be entered in a minute book kept at the principal office of the Company and a copy of the minutes 

of each Board and Committee meeting shall be provided to each Director and the Member. 

(f) Quorum; Manner of Acting; Majority Approval. 

i. The presence in person of a number of Directors equal to a majority of the total

number of Directors serving on the Board shall constitute a quorum for the conduct of business at

any meeting of the Board; provided, however, that, in order to constitute a quorum, at least one of

the Directors present in person must be a Public Director. 

ii. Participation by a Director in a meeting of the Board or any Committee may be

conducted by telephone or video conference or other communications device that permits all

Directors participating in the meeting to hear each other, and participation in a meeting by such

means shall constitute presence in person at such meeting. 

iii. Each Director shall have one vote on all matters submitted to the Board or any

Committee of which such Director is a member. Except as otherwise set forth in this Agreement,

the affirmative vote of a majority of the Directors in attendance at any meeting of the Board or any

Committee at which a quorum is present shall be required to authorize any action by the Board or

Committee and shall constitute the action of the Board or Committee for all purposes. 

(g) Action by Written Consent. Any action of the Board or any Committee may be taken

without a meeting if a consent in writing, setting forth the action to be taken, is signed unanimously by all

the Directors (or all the Directors comprising the Committee, as applicable). Such consent shall have the

same force and effect as a vote at a meeting where a quorum was present and may be stated as such in any

document or instrument filed with the Secretary of State. 

(h) Chairperson of the Board. The Board may appoint any Director to act as Chairperson of

the Board (”Chairperson”) and preside at all meetings of the Board at which such Director is present,

subject to the ultimate authority of the Board to appoint an alternate presiding chairperson at any meeting.

For the avoidance of doubt, a Chairperson or presiding chairperson shall not have any rights or powers
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different from any other Director other than with respect to any procedural matters to the extent delegated

by the Board or as expressly set forth in this Agreement. 

(i) Board Committees. 

i. The Board may, by resolution, designate from among the Directors one or more

committees of the Board (each, a “Committee”), each of which shall be comprised of one or more

Directors. Any such Committee, to the extent provided in the resolution forming such Committee,

shall have and may exercise the authority of the Board. The Board may dissolve any Committee at

any time. 

ii. Except as otherwise provided in the resolution initially establishing such

Committee, the presence in person of a number of Directors equal to a majority of the total number

of Directors comprising the applicable Committee shall constitute a quorum for the conduct of

business at any meeting of such Committee. Except as otherwise provided in the resolution

adopting such Committee, actions of any Committee shall be made and determined in accordance

with the provisions set forth above for actions of the Board, mutatis mutandis. Notice of Committee

meetings shall be given to each member of the Committee in the manner provided above for 

meetings of the Board, mutatis mutandis. 

iii. Notwithstanding anything to the contrary set forth in the preceding clauses “(i)”

and “(ii),” the Board shall at all times have a Regulatory Oversight Committee (“ROC”) which

shall have the powers and responsibilities set forth for a ROC provided by the applicable CFTC 

Guidance for ROCs governing designated contract markets. The ROC shall consist exclusively of

all of the Public Directors. 

7. Officers. The Board may appoint such individuals as officers of the Company (the 

“Officers”) as it deems necessary or desirable to carry on the business of the Company. The Board may 

delegate to such Officers such powers and authorities as the Board deems advisable. No Officer need be a

Member or Director. Any individual may hold two or more offices of the Company. Each Officer shall hold

office until his successor is designated by the Board or until his earlier death, resignation or removal. Any

Officer may resign at any time on written notice to the Board. Any Officer may be removed by the Board

with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal

or otherwise, may, but need not, be filled by the Board. The initial officers of the Company shall be a Chief

Executive Officer (Tarek Mansour) and Chief Operating Officer (Luana Lopes Lara), which shall have the

powers and responsibilities typical of a CEO and COO, respectively. 

8. Capital Contributions. The Member shall contribute, as its initial capital contribution to

the Company, cash in the amount set forth opposite the Member’s name on Exhibit A hereto. The Member

may make, but shall not be required to make, additional capital contributions to the Company. 

9. Tax Status; Income and Deductions. 

(a) Tax Status. As long as the Company has only one member, it is the intention of the

Company and the Member that the Company be treated as a disregarded entity for federal and all relevant

state tax purposes and neither the Company nor the Member shall take any action or make any election

which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to

preserve the Company's tax status as a disregarded entity. 

(b) Income and Deductions. All items of income, gain, loss, deduction and credit of

the Company (including, without limitation, items not subject to federal or state income tax) shall be treated
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for federal and all relevant state income tax purposes as items of income, gain, loss, deduction and credit

of the Member. 

10. Distributions. Distributions shall be made to the Member at the times and in the aggregate

amounts determined by the Board. 

11. Dissolution. The Company shall have perpetual existence unless it shall be dissolved, and 

its affairs shall have been wound up upon (a) the written consent of the Board or (b) the entry of a decree

of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal

entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events

described in Section 18-304 of the Act shall cause the Member to cease to be the Member of the Company.

12. Assignments. The Member may assign its limited liability company interest, to any person,

which person shall become a Member upon the filing of the instrument of assignment with the records of

the Company. 

13. Amendments. This Agreement may be amended or restated from time to time by the

Board, with the written consent of the Member, or by the Member. 

14. Liability; Exculpation; Indemnification. 

(a) Covered Persons. As used herein, the term “Covered Person” shall mean (i) each

Member; (ii) each officer, director, shareholder, partner, member, affiliate, employee, agent or 

representative of each Member, and each of their affiliates; and (iii) each Director, Officer, employee, agent

or representative of the Company.

(b) Exculpation of Covered Persons. No Covered Person shall be liable to the

Company or any Member or any affiliate of a Member for any loss, damage or claim incurred by reason of

any action taken or omitted to be taken by such Covered Person in his or its capacity as a Covered Person,

so long as such action or omission does not constitute fraud, gross negligence, willful misconduct or a

breach or violation of this Agreement or any Director Services Agreement by such Covered Person. 

(c) Liabilities and Duties of Covered Persons. This Agreement is not intended to, and

does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members

and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by

applicable law, and in doing so, acknowledges and agrees that the duties and obligations of each Covered

Person to each other and to the Company are only as expressly set forth in this Agreement, including, in

the case of Directors, the Director Services Agreements. The provisions of this Agreement, including any

Director Services Agreements, to the extent that they restrict the duties and liabilities of a Covered Person

otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities

of such Covered Person. 

(d) Indemnification. To the fullest extent permitted by the Act, as the same now exists

or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution

or replacement, only to the extent that such amendment, substitution or replacement permits the Company

to provide broader indemnification rights than the Act permitted the Company to provide prior to such

amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and

reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities,

including reasonable legal fees or other expenses incurred in investigating or defending against such losses,

claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims 

(other than in connection with any claims brought by the Company) (collectively, “Losses”) to which such
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Covered Person may become subject by reason of: any act or omission or alleged act or omission performed

or omitted to be performed on behalf of the Company in connection with the business of the Company; or

such Covered Person being or acting in connection with the business of the Company as a Member, a

Director or an Officer, or that such Covered Person is or was serving at the request of the Company as a

member, manager, partner, director, officer, employee or agent of any other Person, in each case, provided

that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be

in, or not opposed to, the best interests of the Company and within the scope of such Covered Person’s

authority conferred on him or it by the Company and, with respect to any criminal proceeding, had no 

reasonable cause to believe his or its conduct was unlawful, and (y) such Covered Person’s conduct did not 

constitute fraud, gross negligence, willful misconduct or a breach or violation of this Agreement, including

any Director Services Agreement, in each case, as determined by a final, non-appealable order of a court

of competent jurisdiction. In connection with the foregoing, the termination of any action, suit or proceeding

by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of

itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal

proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the 

Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a breach or violation 

of this Agreement, including any Director Services Agreement, by such Covered Person. The 

indemnification provided herein shall not be deemed exclusive of any other rights to indemnification to 

which those seeking indemnification may be entitled under any agreement or otherwise. The provisions 

hereof shall continue to afford protection to each Covered Person regardless of whether such Covered 

Person remains in the position or capacity pursuant to which such Covered Person became entitled to 

indemnification hereunder and shall inure to the benefit of the executors, administrators, legatees and 

distributees of such Covered Person. Notwithstanding anything contained herein to the contrary, any 

indemnity by the Company shall be provided out of and to the extent of Company assets only, and no 

Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof 

or shall be required to make additional capital contributions to help satisfy such indemnity by the Company. 

(e) D&O Insurance. To the extent available on commercially reasonable terms, the 

Company may (but shall not be required to) purchase, at its expense, insurance to cover Losses covered by

the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach

by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as the 

Board may determine. If any Covered Person recovers any amounts in respect of any Losses from any 

insurance coverage, then such Covered Person shall, to the extent that such recovery is duplicative,

reimburse the Company for any amounts previously paid to such Covered Person by the Company in respect 

of such Losses. 

15. Governing Law. This Agreement shall be governed by, and construed under, the laws of 

the State of Delaware, all rights and remedies being governed by said laws.

16. Entire Agreement. This Agreement, together with the Certificate of Formation, Director

Services Agreements and all Exhibits and Schedules, constitutes the sole and entire agreement of the parties

to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior

and contemporaneous understandings, agreements, representations and warranties, both written and oral,

with respect to such subject matter. 

17. Severability. If any term or provision of this Agreement is held to be invalid, illegal or

unenforceable under applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall

not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or

provision in any other jurisdiction. Upon such determination that any term or other provision is invalid,

illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to

effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that
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the transactions contemplated hereby be consummated as originally contemplated to the greatest extent

possible. 

[Signature Page Follows.]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly

executed this Limited Liability Company Operating Agreement as of the date listed below. 

MEMBER: 

KALSHI INC.

By: 

Name: Tarek Mansour 

Title: Chief Executive Officer 

Email: tarek@kalshi.com 

Date: 

COMPANY: 

KALSHIEX LLC

By: 

Name: Tarek Mansour 

Title: Chief Executive Officer 

Email: tarek@kalshi.com 

Date: 

12 / 15 / 2019

12 / 15 / 2019
EXHIBIT A 

CAPITAL CONTRIBUTIONS 

MEMBER INITIAL CAPITAL CONTRIBUTION

Kalshi Inc. $100.00