Exhibit A

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IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

THE JAMES STREIBICH REVOCABLE TRUST 

OF 2002, an Illinois Trust, individually, and 

derivatively, on behalf of FOLDING LIGHT, LLC, 

a Delaware Limited Liability Company, and 

CHANNEL CLARITY HOLDINGS, LLC, a 

Delaware Limited Liability Company,

Plaintiffs,

v.

BROCK H. FLAGSTAD, an individual; OXFORD 

MARKETING PARTNERS, LLC, a Delaware 

Limited Liability Company; OXFORD MEDIA, 

LLC, an Illinois Limited Liability Company; 

OXFORD TAX PARTNERS, LLC, an Illinois

Limited Liability Company; OXFORD FG, LLC, 

an Illinois Limited Liability Company; OXFORD

GP, LLC, an Illinois Limited Liability Company;

FINANCIAL FREEDOM ADVISORS, LLC, an 

Illinois Limited Liability Company; and 

CLOVERPOINT PARTNERS, LLC, an Illinois 

Limited Liability Company; 

Defendants.

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No. 20-cv-2242

Honorable Judge Manish S. Shah

SECOND AMENDED COMPLAINT FOR INJUNCTIVE RELIEF, DAMAGES, 

AND APPOINTMENT OF A RECEIVER

Plaintiff, THE JAMES STREIBICH REVOCABLE TRUST OF 2002, an Illinois Trust,

individually (“the Trust”), and derivatively, on behalf of FOLDING LIGHT, LLC, a Delaware 

Limited Liability Company (“Folding Light”) and CHANNEL CLARITY HOLDINGS, LLC, a 

Delaware Limited Liability Company (“Channel Clarity”) (hereinafter collectively the 

“Plaintiffs”), by its attorneys, Sheppard, Mullin, Richter & Hampton, LLP, for its Second 

Amended Complaint for Injunctive Relief, Damages and Appointment of a Receiver, against the 

Defendants BROCK H. FLAGSTAD (“Flagstad”), OXFORD MARKETING PARTNERS, LLC 

(“Oxford Marketing”), OXFORD MEDIA, LLC (“Oxford Media”), OXFORD TAX 

PARTNERS, LLC (“Oxford Tax”), OXFORD FG, LLC (“Oxford FG”), OXFORD GP, LLC

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(“Oxford GP”) (hereinafter collectively referred to herein as “Oxford”), FINANCIAL 

FREEDOM ADVISORS, LLC (“FFA”); and CLOVERPOINT PARTNERS, LLC 

(“Cloverpoint”) (collectively, “the Defendants”), allege as follows:

NATURE OF THE CASE

1. This action arises out of a scheme to defraud the Trust of over $2,000,000 by 

inducing the Trust to invest in Folding Light to provide it with trading capital for crypto currency 

and securities trading. In order to secure the monies from the Trust, Flagstad falsely represented 

that an investment from the Trust would be used as trading capital for Folding Light’s E-mini 

futures, U.S. Treasury and crypto currency trades. Flagstad represented engaging in “live”

trading was critical to Folding Light’s ability to demonstrate that its proprietary trading platform 

was viable and would generate actual returns. Without active trading, Folding Light would not 

be able to attract significant additional outside capital to build the business. However, with 

active trading, Flagstad represented it would be able to attain significant growth and returns. The 

Trust, based upon Flagstad’s representations, invested $2,000,000 into Folding Light. The 

Defendants, at Flagstad’s direction, however, ended up transferring trading capital the Trust 

invested with Folding Light to the Defendants’ bank accounts. Flagstad further induced the 

Trust to invest over $200,000 into Channel Clarity. Flagstad represented the Trust’s investment 

was to be used for business expansion and working capital. Instead, Trust funds were stolen and 

used to benefit the Defendants’. The Trust brings this action individually, and derivatively on 

behalf of Folding Light and Channel Clarity, both of whom have been irreparably damaged as a 

result of the Defendants’ unlawful conduct for violations of the Computer Fraud and Abuse Act 

(“CFAA”), 18 U.S.C. Sections 1030(a)(2)(c) and (a)(4) (Count I); Common Law Fraud 

(Count II), Conversion/Theft (Count III), Breach of Fiduciary Duty (Count IV), Breach of 

Contract (Count V), Civil Conspiracy (VI), and for an Accounting (VII). 

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PARTIES

2. Plaintiff, The James Streibich Revocable Trust of 2002 (“the Trust”), is an Illinois 

Trust, with its principal office located in Chicago, Illinois. The Trust maintains a membership 

interest in Folding Light and Channel Clarity. 

3. Plaintiff Folding Light, LLC, (“Folding Light”) is a Delaware Limited Liability 

Company, with its principal place of business located in Chicago, Illinois at 215 W. Ohio Street. 

4. Plaintiff Channel Clarity Holdings, LLC (“Channel Clarity”) is a Delaware 

Limited Liability Company, with its principal place of business located in Chicago, Illinois at 

215 W. Ohio Street. 

5. Defendant Brock Flagstad (“Flagstad”) is an individual domiciled in Sea Island, 

Georgia. Flagstad maintains a membership in Folding Light and acts as its Lead Manager.

Flagstad moreover maintains an interest in Channel Clarity and holds himself out as its Chief 

Executive Officer. 

6. Defendant Oxford Marketing Partners, LLC (“Oxford Marketing”) is a limited 

liability company organized under the laws of the state of Delaware with its principal place of 

business located in Chicago, Illinois at 215 W. Ohio Street. Flagstad is a member of and controls 

Oxford Marketing Partners, LLC.

7. Oxford Media Group, LLC (“Oxford Media”) is a limited liability company 

organized under the laws of the state of Illinois with its principal place of business located in 

Chicago, Illinois at 215 W. Ohio Street. Flagstad is a member of and controls Oxford Media, 

LLC.

8. Oxford Tax Partners, LLC (“Oxford Tax”) is a limited liability company 

organized under the laws of the state of Illinois with its principal place of business located in 

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Chicago, Illinois at 215 W. Ohio Street. Flagstad is a member of and controls Oxford Tax 

Partners, LLC.

9. Oxford FG, LLC (“Oxford FG”) is a limited liability company organized under 

the laws of the state of Illinois with its principal place of business located in Chicago, Illinois at 

215 W. Ohio Street. Flagstad is a member of and controls Oxford FG, LLC. 

10. Oxford GP, LLC (“Oxford GP”) is a limited liability company organized under 

the laws of the state of Illinois with its principal place of business located in Chicago, Illinois at 

215 W. Ohio Street. Flagstad is a member of and controls Oxford GP, LLC. 

11. Financial Freedom Advisors, LLC (“FFA”) is a limited liability company 

organized under the laws of the state of Illinois with its principal place of business located in 

Chicago, Illinois at 215 W. Ohio Street. Flagstad is a member of and controls Financial Freedom 

Advisors, LLC. 

12. Cloverpoint Partners, LLC (“Cloverpoint”) is a limited liability company 

organized under the laws of the state of Illinois with its principal place of business located in 

Chicago, Illinois at 215 W. Ohio Street. Flagstad is a member of and controls Cloverpoint 

Partners, LLC. 

JURISDICTION AND VENUE

13. Original jurisdiction over this matter exists pursuant to 28 U.S.C. § 1331 and 18 

U.S.C. § 1030, et seq. The Court also has supplemental jurisdiction over Plaintiffs’ claims 

arising under state law pursuant to 28 U.S.C. § 1367.

14. Venue of this action is proper in this District pursuant to 28 U.S.C. § 1391(b)(2) 

because a substantial part of the events or omissions giving rise to the claims alleged herein 

occurred in this District.

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FACTUAL ALLEGATIONS COMMON TO ALL COUNTS

15. Flagstad has started numerous limited liability companies (“Flagstad Companies”) 

in Chicago – most, if not all, of which are located at the same address of 215 West Ohio Street. 

Flagstad Companies also share the same accountant and law firm for advisory services.

16. Flagstad has solicited millions of dollars in private equity funds for Flagstad 

Companies from numerous prominent Chicago-area investors. Flagstad’s common business 

model is to start a company that purportedly develops a revenue stream through the collection 

and/or sale of data. Flagstad Companies include a variety of industry sectors, including, 

marketing/advertising, healthcare, and tax. Once formed, Flagstad then seeks out millions of 

dollars in investment capital with the promise of rapid growth and above market returns to 

investors. Flagstad’s Companies all take the form of either Delaware or Illinois limited liability 

companies. 

17. On or about May 2018, Flagstad approached the Trust through its Trustee James 

Streibich (“Streibich”) to solicit an investment in Folding Light. Flagstad represented that 

Folding Light had developed a proprietary financial trading platform to trade securities and

bitcoin and other crypto-based currencies. Flagstad represented that Folding Light’s proprietary 

trading platform for block chain currency trading was unique in the Financial Technology 

industry. He further represented to the Trust that Folding Light was looking for trading capital in 

order to activate its trading strategies. With trading capital, it could validate its business model 

and build Folding Light into a significant market participant. Flagstad represented that trading 

platform “back testing” had demonstrated significant financial returns. And, with the trading 

capital from the Trust, Folding Light could demonstrate actual returns which would allow it to: 

1) attract significant additional outside private equity investment, and 2) be able to leverage the 

trading capital at multiple times its value. 

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18. Flagstad represented and warranted to the Trust that, in exchange for an 

investment of $2,000,000 to be used for trading capital, the Trust would acquire a preferred

interest in Folding Light. Flagstad further represented and warranted that the Trust funds 

received would be used only for Folding Light trading capital. Flagstad confirmed this during a

January 29, 2020 conference call with Streibich and attorney Stan Sneeringer. Flagstad and 

Sneeringer during the conference call explained that a promissory note would be established 

between the Trust and Folding Light.

19. Streibich told Flagstad that the Trust was interested in investing in Folding Light 

to provide trading capital in response to Flagstad’s representations. Flagstad reaffirmed his 

promise that the Trust’s funds would only be used for trading capital – not to fund Folding Light 

business expenses – and that business expenses were the responsibility of Flagstad and Folding 

Light Member, Kasey Klaas. In May 2018, the Trust, in reliance upon Flagstad’s representations 

and warranties, invested $2,000,000 into Folding Light. In exchange, the Trust received a 

membership interest in the form of preferred capital in Folding Light. 

20. Only a matter of weeks after the Trust’s investment, Folding Light, at Flagstad’s 

direction and control, began electronically transferring money from Folding Light’s bank 

account to Flagstad and Defendant FFA. Between June 1 and July 24, 2018, $340,000 of 

Folding Light cash was transferred to Flagstad and FFA. In the Fall of 2018, the Folding Light 

trading team and other members departed to start a competing trading company. Folding Light 

thereafter filed suit against former Folding Light Members and employees alleging, inter alia, 

claims under the Computer Fraud and Abuse Act for misuse of Folding Light computers. See 

Folding Light, LLC v. Kasey Klaas, et al., Case No. 1:19-cv-03949 (N.D. Ill. filed June 12, 

2019). The Defendants responded with counterclaims against Flagstad for conversion and 

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breach of fiduciary duty to Folding Light. The counterclaims allege that Flagstad through 

unlawful bank transfers from Folding Light accounts converted over $340,000 from Folding 

Light and electronically transferred the funds to Flagstad Company FFA.

21. Upon learning of the counterclaim against Flagstad, the Trust inquired of the 

claim. Flagstad denied converting funds and represented that the counter claimants did not 

understand accounting. With financial trading on hold due to the abrupt departure of Folding 

Light’s trading team and funds in Folding’s Light’s account, Flagstad approached Streibich 

regarding establishing a Revolving Credit Line of $200,000 between Folding Light and 

Defendant Oxford Marketing. Streibich agreed to this loan to Oxford Marketing as long as 

Oxford Marketing made interest payments on a monthly basis to Folding Light. Oxford 

Marketing made the first four interest payments and then stopped. 

22. In the summer of 2019, Flagstad moved his residence from Chicago to Sea Island, 

Georgia. Defendants have made cash payments for Flagstad’s living and home expenses in Sea 

Island, Georgia. Folding Light was no longer operational and remained embroiled in a dispute 

with its former trading team and Folding Light Members. With Flagstad’s move to Georgia, the 

Trust was finding it difficult to receive information from him regarding Folding Light’s finances.

Flagstad became increasingly unavailable to discuss Folding Light and repeatedly ignored the 

Trust’s requests for updated Company reports regarding its financial affairs. 

23. Flagstad has a rapacious personal need for cash to support his lavish lifestyle of 

private jets and expensive cars. His cash needs exceeded any compensation he received from 

Folding Light or Channel Clarity. As a result, he engaged in fraud in order to steal at least $1.5 

million in cash between January 2019 and August 2020 from the Plaintiffs. 

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24. Defendants have further created phony invoices and/or expense records to 

substantiate the hundreds of thousands of dollars transferred from Channel Clarity and Folding 

Light to Oxford Media, FFA, and the other Defendants. Flagstad and the Defendants have further 

deleted, altered, or permanently destroyed Channel Clarity and Folding Light confidential 

financial data on company computers to cover up the financial fraud alleged herein. 

25. In late 2019, the Trust persisted in seeking financial information regarding 

Folding Light, without success. With Flagstad’s failures to communicate to the Trust, its 

concern and suspicion increased. As a result, in February 2020 Streibich decided to go directly 

to one bank where he knew Folding Light maintained an account. He was able to obtain partial 

banking information that startingly revealed that Flagstad—beginning as early as January 2019 

and without notifying Folding Light Members, notifying the management committee, providing 

collateral, or requesting the Trust’s consent for a related party transaction as was done just one 

month prior for the Revolving Line of Credit Line—directed at least $849,000 in unauthorized 

secret cash wire transfers out of Folding Light to his personal bank accounts or to accounts of the 

other Defendants. 

26. The partial bank records that were recovered reveal Flagstad’s illegal cash wire 

transfers from Folding Light in the following stunning amounts:

Date Account Amount ($)

06-04-19 4494 50,000

06-05-19 4494 25,000

06-14-19 4494 125,000

06-24-19 4494 100,000

07-01-19 4494 100,000

08-15-19 4494 44,269

08-27-19 1146 50,000

09-17-19 4494 100,000

10-21-19 4494 25,000

11-13-19 1146 16,332

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11-18-19 4494 25,000

11-20-19 4494 15,000

12-02-19 4494 25,000

12-10-19 4494 15,000

12-16-19 4494 40,000

12-19-19 4494 7,500

01-09-20 4494 50,000

01-16-20 4494 21,000

02-07-20 4494 15,000

$849,100.73

27. Additionally, beginning at least as of January of 2019, and until at least August of 

2020, the Oxford Defendants have paid $5,290,780.72 to American Express for charges Flagstad 

incurred. Channel Clarity paid a stunning $625,762.87 to American Express for Flagstad credit 

card charges and cash transfers. These expenses, in whole or in part, are not legitimate business 

expenses. Flagstad unlawfully and without authority accessed Channel Clarity computers and 

financial accounts to make the illegal Channel Clarity fund transfers. These payments were not 

made with the knowledge, consent, or approval of the Channel Clarity Board or its other 

members including the Trust. Flagstad has altered, deleted, or permanently destroyed Channel 

Clarity and Folding Light confidential financial data on its computers to cover up the unlawful 

conduct alleged herein. Flagstad had no authority to access Channel Clarity financial accounts 

through its computers to make these fraudulent transfers or to alter, delete or destroy confidential 

financial data. The Plaintiffs learned of this illegal conduct and the cash transfers from Channel 

Clarity only through its own investigation including through documents obtained directly from 

American Express.

28. The Trust also invested over $200,000 into Channel Clarity in response and in 

reliance upon false representations Flagstad made. Flagstad falsely represented that the Trust’s 

investment would be used to capitalize Channel Clarity for working capital and business 

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expansion. Instead, the Trust learned in October of 2020, that Flagstad lied to the Trust and took 

the Trust investment funds for his own personal use and benefit. The Trust has been defrauded 

and is continuing to be defrauded through the unlawful acts as alleged herein, including but not 

limited to, Flagstad’s theft of $625,762.87 in cash to pay illegitimate American Express credit 

card charges, unauthorized and illegal cash transfers from Channel Clarity totaling at least 

$69,967.22 both conducted through the unauthorized access of Channel Clarity computers and

confidential financial accounts maintained on its company computers. 

29. In order to obtain a Paycheck Protection Program (“PPP”) PPP loan, a business 

must submit a PPP loan application (SBA Form 2483), which is signed by an authorized business 

representative. The PPP loan application requires the business (through its authorized 

representative) to acknowledge the program rules and to make certain affirmative certifications 

regarding its eligibility. In the application, the small business’s authorized representative must 

also provide, among other things, the business’s: (a) average monthly payroll expenses; and (b) 

number of employees. These figures are used to calculate the business’s eligibility and the 

amount of money it may receive under the PPP. In addition, businesses applying for a PPP loan 

must provide documentation showing their payroll expenses. 

30. On April 4, 2020, Oxford Marketing submitted a Borrower Application Form 

(“Application”) for a $292,650 PPP loan to Wintrust Financial (“Wintrust”). Flagstad without 

authorization accessed and used a Channel Clarity computer and its e-mail accounts to submit 

the Application. He further unlawfully and without authorization communicated with Wintrust 

through a Channel Clarity computer and e-mail account to prepare and submit the Application. 

31. The Oxford Marketing Application represented that it had 56 employees and an 

average monthly payroll of $117,060. The Oxford Marketing Application represented that the 

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purpose of the loan was for payroll. The Application identified Flagstad as a 50% owner in 

Oxford Marketing. The other 50% owner in Oxford Marketing is an individual.

32. The primary contact in the Application was identified as Flagstad who could be 

contacted at Channel Clarity by telephone and through his Channel Clarity e-mail account of 

bflagstad@channelclarity.com. 

33. On April 17, 2020, a deposit in the amount of $292,650 with the description 

“Loan Proceeds SBA PPP” was made in Oxford Marketing’s Wintrust account ending in 4494.

34. Oxford Marketing in April 2020 did not have 56 employees and it does not today. 

In fact, at the time of the loan application, and receipt of SBA funds from Wintrust, Oxford 

Marketing had less than fifteen employees. Oxford Marketing fraudulently obtained $292,650 in 

SBA loan proceeds from Wintrust through the unlawful use of Channel Clarity computers and email account. 

35. On April 4, 2020, Oxford Tax submitted a Borrower Application Form 

(“Application”) for a $350,755 PPP loan to Wintrust. Flagstad without authorization used a 

Channel Clarity computer and e-mail account to submit the Application. He unlawfully further 

communicated with Wintrust through a Channel Clarity computer and e-mail account to prepare 

and submit the Application. 

36. The Oxford Tax Application represented that it had 50 employees and an average 

monthly payroll of $140,302. The Oxford Tax Application represented that the purpose of the 

loan was for payroll.

37. The primary contact in the Application was identified as Flagstad who could be 

contacted at Channel Clarity by telephone and through his Channel Clarity e-mail account of 

bflagstad@channelclarity.com. 

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38. In or around April 2020, a deposit in the amount of $350,755 with the description 

“Loan Proceeds SBA PPP” was made in Oxford Tax’s Wintrust account.

39. In April 2020, Oxford Tax did not have 50 employees and does not today. In fact, 

at the time of the loan application, and receipt of SBA funds from Wintrust, Oxford Tax had less 

than fifteen employees.

40. It was the purpose of Oxford Tax in submitting a fraudulent PPP loan application 

to Wintrust, where it represented that Oxford Tax was a fully functional business with 50 

employees, and that the SBA loan proceeds were to be used for payroll, to obtain monies in 

furtherance of the Defendants ongoing fraud. 

41. Oxford Tax fraudulently obtained $350,755 in SBA loan proceeds from Wintrust 

to enrich Flagstad.

42. Flagstad breached his fiduciary duty to Channel Clarity and Folding Light and 

the Trust when he directed the transfer of assets from Channel Clarity and Folding Light to 

himself and the other Defendants. He furthermore, over the last two years has paid over $5 

million dollars in illegitimate American Express bills with cash proceeds taken from Channel 

Clarity and Folding Light.

COUNT I

(Violation of the Computer Fraud and Abuse Act)

(18 U.S.C. § 1030)

(Flagstad)

43. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein. 

44. The Computer Fraud and Abuse Act, 18 U.S.C. § 1030 (the “CFAA”) in relevant 

part provides that it is unlawful for a person to “(2) intentionally accesses a computer without 

authorization or exceeds authorized access, and thereby obtains – information from any protected 

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computer” and who “knowingly and with intent to defraud, accesses a protected computer 

without authorization, or exceeds authorized access, and by means of such conduct furthers the 

intended fraud and obtains anything of value, unless the object of the fraud and the thing 

obtained consists only of the use of the computer and the value of such use is not more than 

$5,000 in any 1-year period.” 18 U.S.C. § 1030(a)(2)(C), 18 U.S.C. § 1030(a)(4).

45. A protected computer under the CFAA is a computer that “. . . . is used in or 

affecting interstate or foreign commerce or communication, including a computer located outside 

the United States that is used in a manner that affects interstate or foreign commerce or 

communication of the United States; “18 U.S.C. § 1030(e)(2)(B).

46. The CFAA further provides that “Any person who suffers damage or loss by 

reason of a violation of this section may maintain a civil action against the violator to obtain 

compensatory damages and injunctive relief or other equitable relief.” 18 U.S.C. § 1030 

(e)(2)(B).

47. Folding Light and Channel Clarity computers were at all relevant times “protected 

computers” used in conjunction with their respective businesses’ platforms and activity to 

conduct transactions across state lines and provided access to worldwide communications 

through applications accessible through the internet. Thus, Folding Light and Channel Clarity 

computers were at all relevant times used in or affecting interstate or foreign commerce or 

communications and are protected computers pursuant to the CFAA, 18 U.S.C. § 1030(e)(2)(B).

48. Flagstad without authorization or exceeded his authority when he accessed and 

utilized Channel Clarity and Folding Light computers to improperly obtain confidential financial 

data belonging to Channel Clarity and Folding Light, including but not limited to, its statements 

of accounts, balance sheets, financial statements, cash report journals, account receivable and 

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account payable information, customer account information and banking account pass codes

(“confidential financial data”) and engaged in at least the following unlawful conduct which the 

Plaintiffs are aware of at this early stage in this proceeding: the outright theft of Channel Clarity 

and Folding Light assets, including cash; unlawful electronic transactions with banks and 

financial institutions; and fraudulently applied for and obtained PPP funds on behalf of Oxford 

Marketing and Oxford Tax through the use of Channel Clarity computers and e-mail accounts.

49. Furthermore, Flagstad without authorization or exceeded his authority when he 

accessed and utilized Channel Clarity and Folding Light computers to improperly alter, delete, 

and destroy confidential financial data belonging to Channel Clarity and Folding Light, to cover 

up his continuing fraudulent financial scheme, including but not limited to, altering and deleting 

statements of accounts, balance sheets, financial statements, cash report journals, account 

receivable and payable information, customer account information, invoices received from third 

parties, and banking account pass codes. Flagstad’s unlawful conduct has permanently impaired 

both Channel Clarity and Folding Light’s financial data. 

50. Flagstad was not authorized to access Channel Clarity and Folding Light 

computers to use Channel Clarity and Folding Light confidential financial data, to steal Channel 

Clarity and Folding Light assets including cash, and to then engage in unlawful electronic 

transactions with federally insured banks and financial institutions. He was further not 

authorized to use Channel Clarity computers and e-mail accounts to falsely apply for and obtain 

PPP loans on behalf of Oxford Marketing and Oxford Tax, for his and the Defendants personal 

benefit, and to the detriment of the Trust, Channel Clarity, and Folding Light. Nor was he 

authorized to alter and/or delete Channel Clarity and Folding Light financial data on their 

computers. 

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51. Flagstad exceeded his authorized access and/or was not authorized to use Channel 

Clarity and Folding Light computers for the conduct alleged herein.

52. Flagstad, by intentionally, knowingly, and with intent to defraud the Plaintiffs 

accessed Folding Light and Channel Clarity computers without authorization or exceeded his 

authorization to access company computers and has caused the Plaintiffs to incur financial losses 

for responding to Flagstad’s illegal conduct and computer fraud with expenditures for forensic

computer services and investigative work of at least five thousand dollars ($5,000.00) during a 

one year period pursuant to 18 U.S.C. § 1030(c)(4)(A)(i)(I), and the losses are continuing. 

53. Flagstad’s unlawful access and theft of Channel Clarity and Folding Light 

confidential financial data, assets and cash has caused and is causing irreparable harm to the 

Trust, Folding Light and Channel Clarity for which it has no adequate remedy at law. Unless the 

Court restrains Flagstad and all those in privity, concert or participation with him from engaging 

in the acts and practices in violation of 18 U.S.C. § 1030 et seq., pursuant to 18 U.S.C. 

§ 1030(g), Flagstad’s behavior will persist. 

WHEREFORE, the Plaintiffs pray for the following relief against Flagstad:

a. Award the Plaintiffs damages in an amount in excess of $2,200,000;

b. Injunctive relief restraining and enjoining Flagstad or anyone acting in concert 

with him from engaging in practices in further violation of the CFAA;

c. Award costs of litigation including; but not limited to, attorneys’ fees, court costs 

and expert costs;

d. Award prejudgment interest on any monetary awards to the Plaintiffs; and 

e. For such other and further relief the court deems is just.

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THE PENDENT STATE LAW CLAIMS

COUNT II

(Common Law Fraud)

(Flagstad)

54. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

55. Folding Light received from the Trust $2,000,000 in funds intended for use as 

trading capital and not to be used for business operating expenses. Channel Clarity received 

from the Trust $200,000 in funds intended for use as operating capital and to expand the 

business. Flagstad instead unlawfully took Channel Clarity and Folding Light funds received 

from the Trust for himself and the Defendants. 

56. At the time that Flagstad represented to the Trust that its investment would be 

used for Folding Light trading capital, Flagstad was fraudulently soliciting funds from the Trust 

so he could obtain them for himself and the other Defendants. Once the Trust funds were 

received at Folding Light, Flagstad unlawfully accessed Folding Light financial accounts and 

directed Folding Light’s bank, Wintrust, to transfer funds to himself and the other Defendants. 

57. At the time that Flagstad represented to the Trust that its investment would be 

used for operating capital and to expand Channel Clarity’s business, Flagstad was fraudulently 

soliciting funds from the Trust so he could obtain them for himself and the other Defendants. 

58. At the time that Flagstad made the representations to the Trust, he knew that his 

representations were false.

59. Flagstad made the representations to the Trust with the intent to fraudulently 

obtain its money so he could use later use the Trust’s funds for himself and the other Defendants. 

60. Flagstad reasonably induced the Trust through his false representations to invest 

funds into Folding Light and Channel Clarity and it did so. 

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61. Flagstad’s representations and the Defendants’ wrongful conduct constitute fraud. 

62. The Plaintiffs have incurred damages in excess of $2,200,000. 

63. The Plaintiffs have no adequate remedy at law. Money damages alone will not, 

and cannot, compensate the Trust, Folding Light and Channel Clarity for the loss of goodwill, or 

the loss of business opportunities, which they will suffer as a result of the actions of these 

Defendants. 

64. By their conduct, Defendants have demonstrated their willingness to continue to 

engage in continuous fraudulent acts. It is clear that the injury to the Trust, Folding Light and 

Channel Clarity is immediate and irreparable.

65. The Plaintiffs have demonstrated that these Defendants have, and unless 

restrained will continue to, engage in conduct which is alleged herein. There is a likelihood that 

the Plaintiffs will prevail on the merits of this action.

66. Should the Court grant interlocutory injunctive relief to the Plaintiffs the burden 

on these Defendants will be slight compared to the injury to the Plaintiffs if it is not granted. No 

injury to these Defendants will result from an order which requires these Defendants to comport 

their actions to the law.

67. The granting of an injunction will not disserve the public interest. Indeed, 

injunctive relief would protect against the continuing fraud that Flagstad and the Defendants 

continue to engage in. 

68. Whereas here, Flagstad and the Defendants are business operations that are 

permeated by fraud, the Plaintiffs have made the requisite showing that assets will be dissipated 

during the pendency of the proceedings unless Defendants’ assets are frozen and a receiver 

appointed to marshal and protect them.

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COUNT III

(Conversion/Theft)

(All Defendants)

69. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

70. Folding Light received from the Trust $2,000,000 in funds for use as trading 

capital and which were not to be used for Folding Light business operations. Flagstad and the 

other Defendants had no legal right to take or use Folding Light funds the Trust had invested in 

Folding Light. Channel Clarity received from the Trust $200,000 in funds for use as operating 

capital and to build the business of Channel Clarity. Flagstad and the other Defendants had no 

legal right to take or use Folding Light funds the Trust had invested in Channel Clarity.

71. Beginning at least in 2018 Flagstad, and the other Defendants began fraudulently 

taking Folding Light and Channel Clarity cash into their accounts. This conduct occurred 

without the Plaintiffs consent and to Plaintiffs’ detriment.

72. The wrongful cash transfers amount to at least $849,000. 

73. The cash transfers constituted the conversion of funds from Channel Clarity and 

Folding Light. None of the funds converted have been repaid to Channel Clarity, Folding Light 

or returned to the Trust. 

74. Defendants continue to possess, control, or have wrongfully benefitted from their 

conversion of Channel Clarity and Folding Light cash and the Trust’s investment funds. 

75. Defendants wrongfully assumed control and possession of Channel Clarity and 

Folding Light cash from its bank accounts. 

76. The Trust has made demand upon the Defendants for the return of the cash stolen.

77. Despite the Trust’s demands for payment, the Defendants have refused and 

continue to refuse to return the stolen cash.

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78. The Plaintiffs have no adequate remedy at law. Money damages alone will not, 

and cannot, compensate the Plaintiffs for the loss of goodwill, or the loss of business 

opportunities, which they will suffer as a result of the Defendants actions.

79. Defendants conduct demonstrates their willingness to continue to engage in the 

conversion and theft of Channel Clarity and Folding Light assets. It is clear that the injury to the 

Plaintiffs is immediate and irreparable.

80. The Plaintiffs have demonstrated that these Defendants have, and unless 

restrained will continue to, engage in conduct which is alleged herein. There is a likelihood that 

the Plaintiffs will prevail on the merits.

81. Should the Court grant interlocutory injunctive relief to the Plaintiffs, the burden 

on these Defendants will be slight compared to the injury to the Plaintiffs if it is not granted. No 

injury to these Defendants will result from an order which requires these Defendants to comport 

their actions to the law.

82. The granting of an injunction will not disserve the public interest. Indeed, 

injunctive relief would protect against Flagstad and the other Defendants from continuing the 

ongoing fraud.

83. Whereas here, the Defendant businesses are permeated by fraud, the Plaintiffs

have made the requisite showing that assets will be dissipated during the pendency of the 

proceedings unless Defendants’ assets are frozen and a receiver appointed to marshal and protect 

them.

COUNT IV

(Breach of Fiduciary Duty)

(Flagstad)

84. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

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85. At all times relevant hereto, Flagstad was a Folding Light Member and acted as 

its Lead Manager and was an agent for his principal Folding Light. Flagstad was also a Channel 

Clarity Member and acted as its Chief Executive Officer and was an agent for his principal 

Channel Clarity. 

86. As an agent for Folding Light and as its Lead Member, Flagstad had a fiduciary 

duty of loyalty and good faith and is required to behave in a manner consistent with and solely 

with Folding Light and the Trust’s best interest. As an agent for Channel Clarity, and as its 

Chief Executive Officer, Flagstad had a fiduciary duty of loyalty and good faith and is required 

to behave in a manner consistent with and solely with Channel Clarity and the Trust’s best 

interest.

87. Flagstad was further required to preserve and promote Channel Clarity’s and 

Folding Light’s business and to preserve its assets for Channel Clarity’s and Folding Light’s 

benefit and its members, including the Trust.

88. Flagstad intentionally and willfully breached his fiduciary duty owed to Channel 

Clarity and Folding Light and the Trust by embezzling cash and assets from Channel Clarity and 

Folding Light and transferring it to himself and the other Defendants. He further breached his 

fiduciary duty by unlawfully accessing Channel Clarity and Folding Light computers as alleged 

herein. 

89. Flagstad has further breached his fiduciary duty by using Folding Light assets to 

manipulate and control litigation in the pending case of Folding Light, LLC v. Kasey Klaas, et 

al., Case No. 1:19-cv-03949 (N.D. Ill. filed June 12, 2019). Flagstad who continues to 

wrongfully exercise control over Folding Light assets, is refusing to pay legal fees to Folding 

Light’s counsel in an effort to torpedo the case and avoid pending counterclaims against him, 

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producing discovery, and giving sworn testimony. At the same time, Flagstad has taken and is 

using Folding Light assets to pay his personal attorney’s legal fees associated with the case, as 

well as attorney fees to his attorney associated with other litigations in which he is embroiled. 

Flagstad’s reprehensible conduct is jeopardizing Folding Light’s pending federal claims and is 

continuing to decimate the Trust’s investment and interests in Folding Light. 

90. Flagstad further breached his fiduciary duty owed to the Trust, Channel Clarity 

and Folding Light by otherwise generally mismanaging Channel Clarity and Folding Light assets

and by the unlawful conduct alleged herein. 

91. As a direct and proximate result of one or more of Flagstad’s foregoing wrongful 

acts or omissions, Flagstad has caused and is causing irreparable harm, as well as substantial 

monetary damages to the Plaintiffs in an amount of at least $2,200,000. The Plaintiffs have no 

adequate remedy at law. Money damages alone will not, and cannot, compensate the Plaintiffs

for the loss of goodwill, or the loss of business opportunities, which they will suffer as a result of 

Flagstad’s illegal actions.

COUNT V

(Breach of Contract)

(Flagstad)

92. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

93. The Trust acquired an interest in Folding Light pursuant to the Folding Light 

Limited Liability Agreement effective as of February 1, 2018 (“the Agreement”) and attached 

hereto as Exhibit A.

94. The Trust has fully performed all obligations under the Agreement.

95. Pursuant to the terms of the Agreement, among other things, Flagstad was to act 

in the best interest of Folding Light and its Members. Flagstad as a Member and Lead Manager 

furthermore had fiduciary duties owed to Folding Light and its Members, including the Trust.

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96. The Agreement further requires unanimous written consent of the Members 

before the Company or its Mangers could dilute a Members’ interest as Flagstad did here with 

the outright theft of Folding Light cash. The Agreement also requires that Flagstad as a Folding 

Light Manager and its Lead Manager keep or cause to be kept complete and accurate books and 

records of the Company along with supporting documentation for transactions with respect to the 

conduct of the Company’s business. Flagstad materially breached the Agreement in failing to 

keep or have kept accurate books and records as the Agreement requires and the additional 

unlawful conduct alleged herein. 

97. Flagstad further materially breached the Agreement in acquiring real and/or 

personal property through converted Folding Light cash wrongfully transferred to either himself 

or the other Defendants. 

98. Flagstad’s conversion of Folding Light cash constitutes a material breach of the 

Agreement.

99. The Trust has made demand upon Flagstad for the return of the cash stolen from 

Folding Light. The Trust has further made a demand upon Flagstad for an accounting and to 

inspect the books and records of Folding Light which has he has failed or refused to provide. 

100. Despite the Trust’s demands for payment, Flagstad has refused and continues to 

refuse to return the cash converted from Folding Light.

101. The Agreement provides that in the event of a breach or even threatened breach of 

one or more provisions of the Agreement, that the party who is or may be injured shall be 

entitled to the following preliminary and permanent injunctive relief (i) restraining and enjoining 

any act which would constitute a breach, (ii) compelling the performance of any obligation under 

the Agreement that if not performed would constitute a breach of the Agreement, and such relief 

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may be obtained without the showing of actual irreparable harm and no bond or security shall 

need to be furnished. 

COUNT VI

(Civil Conspiracy)

(All Defendants)

102. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

103. The Defendants acted in concert, and conspired with each other to violate the 

common law as alleged herein in the preceding Counts III, IV, V and VI. Flagstad, Oxford

Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint were 

aware of the conspiracy and knowingly participated therein. Oxford Marketing, Oxford Tax, 

Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint participated in accepting and 

wrongfully transferring funds from Channel Clarity and Folding Light in coordination with 

Flagstad. The scheme Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, 

Oxford GP, FFA and Cloverpoint participated in led to the conversion of Folding Light trading 

capital and working capital which the Trust had invested in Folding Light and Channel Clarity.

Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and 

Cloverpoint acted in concert to commit illegal acts, including but without limitation, the claims 

alleged herein.

104. Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, 

FFA and Cloverpoint had a meeting of the minds on the course of action as alleged in the 

preceding Counts II, III, IV and V, including the conversion, and wrongful use of Channel 

Clarity and Folding Light cash the Trust had provided through its investment. 

105. The Trust’s damages, including but not limited to the diminution of the value of 

Channel Clarity and Folding Light and loss of business opportunities, cannot be adequately 

compensated through remedies at law alone, thereby requiring equitable relief in addition to 

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compensatory and punitive relief. Furthermore, the Agreement permits and allows for injunctive 

relief under these circumstances of a material breach as Flagstad has done herein. 

106. Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, 

FFA and Cloverpoint’s actions will continue to cause harm to the Plaintiffs unless restrained. 

107. Should this court grant injunctive relief to the Plaintiffs, the burden on the 

Defendants would be slight compared to the injury to the Plaintiffs if it was not granted. No 

injury to the Defendants would result from an order requiring them to comport their actions 

under the law. There is a likelihood that the Plaintiffs will prevail on the merits.

108. The granting of an injunction will not disserve the public interest. Indeed,

granting the injunction would ensure that the Defendants are not able to injure others with their 

continued unlawful conduct.

COUNT VII

(Accounting)

(All Defendants)

109. Plaintiffs reallege paragraphs 1 through 42 as though fully set forth herein.

110. Flagstad’s conduct as alleged herein constitutes fraud, conversion and breaches of 

his fiduciary duties to Channel Clarity, Folding Light and its members, including the Trust.

111. Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, 

FFA and Cloverpoint, through their actions and outright theft of Channel Clarity and Folding 

Light cash have funneled assets to various persons and entities unknown to the Trust. 

112. The Trust has made a demand for an accounting from Folding Light to Flagstad 

as Folding Light’s Lead Manager, and from Channel Clarity to Flagstad as its Chief Executive

Officer and as the controlling Member of Oxford Marketing, Oxford Tax, Oxford Media, Oxford 

FG, Oxford GP, FFA and Cloverpoint, and Flagstad has refused to provide one. 

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113. The Trust is entitled to an accounting because of Flagstad, Oxford Marketing, 

Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint’s conversion of 

Channel Clarity and Folding Light assets, and fraud, conversion and breach of fiduciary duties as 

alleged herein. The accounting requested should be conducted in equity because:

• The Trust has no adequate remedy at law for an accounting;

• The accounting would be complex and intricate as Flagstad, Oxford Marketing,

Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint have

engaged in numerous complex scams in order to steal Channel Clarity, Folding Light 

and the Trust’s assets; and

• The total amounts due from Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, 

Oxford FG, Oxford GP, FFA and Cloverpoint are unknown to the Trust because the 

individual Defendants have exclusive knowledge of the accounts and cash transfers 

made from Channel Clarity and Folding Light and in and out of Oxford Marketing,

Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint. Only 

Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, 

FFA and Cloverpoint have the records necessary to conduct an accounting that would 

reveal how and when assets were taken from Channel Clarity and Folding Light and 

have deleted or altered Channel Clarity and Folding Light confidential financial 

information. 

RELIEF REQUESTED COUNTS II – VII.

WHEREFORE, the Plaintiffs pray for the following relief against Defendants Flagstad, 

Oxford Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and Cloverpoint:

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a. Entry of a preliminary and permanent injunction against these Defendants, and each 

of them, from engaging in acts and practices in violation of the law;

b. Entry of a preliminary and permanent injunction against these Defendants, and each 

of them, enjoining and restraining them from destroying or disposing of any books, 

records, or accounts or of any property, whether real, personal, or mixed;

c. Entry of a preliminary and permanent injunction enjoining and restraining any 

Defendant or person acting on their behalf, from withdrawing transferring or 

disposing of any property owned by these Defendants and each of them whether 

real, personal, or mixed;

d. Entry of an order appointing a receiver with the power to sue for, collect, receive 

and take into his possession all the goods and chattels, rights and credits, moneys 

and effects, lands and tenements, books, records, documents, papers, choses in 

action, bills, notes and property of every description, which were derived by means 

of the illegal practices described above;

e. An order compelling Flagstad, Oxford Marketing, Oxford Tax, Oxford Media, 

Oxford FG, Oxford GP, FFA and Cloverpoint to account for all transactions with 

Channel Clarity and Folding Light;

f. A judgment entered in favor of the Plaintiffs and against Flagstad, Oxford 

Marketing, Oxford Tax, Oxford Media, Oxford FG, Oxford GP, FFA and 

Cloverpoint for all loses sustained resulting from the Defendants’ fraud, conversion, 

and Flagstad’s breach of fiduciary duties

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g. Entry of a judgment in favor of the Plaintiffs against the Defendants, and each of 

them, for compensatory damages in an amount to be proven at trial, but which is not 

less than $2.2 million;

h. An award of punitive damages in an amount to be proven at trial;

i. The imposition of a constructive trust on these Defendants on all monies or property 

obtained by or through their wrongful conduct as alleged herein;

j. An order prohibiting the Defendants from filing a petition for relief under the 

United States Bankruptcy Code, 11 U.S.C. § 101 et seq., without prior permission 

from this Court;

k. An order awarding the Trust its costs and attorney’s fees; and

l. Such further and additional relief as the Court may deem appropriate.

Dated: May 4, 2021 Respectfully submitted,

By: /s/ William K. Kane

William K. Kane, Esq. (6194466)

David M. Poell, Esq. (6302765)

SHEPPARD MULLIN RICHTER & HAMPTON LLP

Three First National Plaza

70 West Madison Street, 48th floor

Chicago, Illinois 60602

Telephone: 312.499.6300

Facsimile: 312.499.6301

wkane@sheppardmullin.com 

dpoell@sheppardmullin.com

Counsel for Plaintiffs, The James Streibich

Revocable Trust of 2002, an Illinois Trust,

individually, and derivatively, on behalf of Folding 

Light, LLC, a Delaware Limited Liability 

Company; and Channel Clarity Holdings, LLC, a 

Delaware Limited Liability Company

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Exhibit A

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FOLDING LIGHT, LLC LIMITED LIABILITY

COMPANY AGREEMENT

Effective as of February 1,2018

THE INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY

AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES

SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE

FEDERAL OR STATE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD,

ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT

EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFER

SET FORTH HEREIN.

2

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Table ofContents

ARTICLE 1 DEFINITIONS..........................................................

ARTICLE 2 ORGANIZATIONAL MATTERS.............................

2.1. Fonnation ofthe Company ........................... .................

2.2. Name...... .......................................................... .............

2.3. Purpose..... .....................................................................

2.4. Location of Principal Place ofBusiness.............................

2.5. Registered Office andRegistered Agent............................

2.6. Members..........................................................................

2.7. Terni.................................................................................

2.8. No State Law Partnership.................................. ...............

ARTICLE 3 INTERESTS AND CAPITAL CONTRIBUTIONS....

3.1. Interests........................... .................................................

3.2. Initial Capital Contributions............................ .................

3.3. Additional Capital Contributions.................................. .

3.4. Return ofCapital Contributions..........................................

3.5. Capital Accounts...............................................................

3.6. Representations, Warranties and Covenants ofthe Members

ARTICLE 4 DISTRIBUTIONS.....................................................

4.1. Distributions to Members...... ...........................................

4.2. Tax Distributions.................................. ...........................

43. Limitation on Distributions................................................

4.4. Withholding........................................ ............................

ARTICLE 5 PROFITS AND LOSSES..........................................

5.1. Allocation ofProfits and Losses........................................

5.2. Loss Limitation............................................... .........

5.3. Minimum Gain Chargeback..............................................

5.4. Member Nonrecourse Debt Minimum Gain Chargeback.....

5.5. Qualified Income Offset...............................................

5.6. Nonrecourse Deductions...................................................

5.7. Member Nonrecourse Deductions..................... ...............

5.8. Curative Allocations..... ...................................................

5.9. Allocationsfor Income Tax Purposes................... .............

ARTICLE 6 POWERS, RIGHTS AND DUTIES OF THE MANAGER AM) MEMBERS

4

14

14

14

14

14

14

14

14

14

IS

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16

16

16

16

16

18

18

18

18

IB

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19

19

19

20

20

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20

20

20

21

6.1. Management ofthe Company.....................

6.2. Compensation; Reimbursement ofExpenses

6.3. Duties and Time Devoted to Business ofthe Members; Other Activities; Transactions

with Affiliates; No Employment Rights

6A Rights ofthe Members.............

6.5. Liability and Indemnification....

6.6. Covenants ofthe Members......

6.7. Intellectual Property.................

6.8. Buy-Sell Procedures..............

6.9. Management Fees.......... .........

21

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25

27

28

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ARTICLE 7 TRANSFER OF MEMBERSHIP RIGHTS AND INTERESTS;

WITHDRAWAL OF MEMBERS................................................................

?.l. Transfers...,.................................. ....................... ............................

7.2. PermittedTransfers............................................................................

7.3. Voluntary Withdrawal ofMembers....................................................

7.4. Transfers by Operation ofLaw, Invohmtary Withdrawal or Breach ofthisAgreement.

30

30

31

32

32

7.5. Consequences ofWithdrawal ............................................................... 34

7.6. Transferees Bound by Agreement............................................................

ARTICLE 8 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE

COMPANY................................................................. .......................................

8.1. Dissolution.............................................. ...............................................

8.2. Procedure for Winding Up.......................................................................

8.3. Distributions at Liquidation. .............................................................. ......

8.4. Negative Capital Account........................................................................

Tennination...........................................................................................

ARTICLE 9 BOOKS, RECORDS, ACCOUNTING, ANDTAX ELECTIONS....

9.1. BankAccounts........................................................................................

9.2. Books and Records.................................................................................

9.3. Annual Accounting Period andTaxable Year.............................................

9.4. Reports.......................................................... ........................................

9.5. Tax Representative.................................................................................

9.6. Tax Elections........................................................ .................................

9.7. Title to Company Property......................................................................

ARTICLE 10 AMEND

10.1. Amendments ;

10.2. Amendments Without Consent ofthe Members

ARTICLE 11 GENERAL PROVISIONS

11.1. Uniform Commercial Code.......

11.2. Further Assurances................. .........

11.3. Notifications........................................

11.4. Specific Perfommnce............................

11.5. CompleteAgreement............................

11.6. Applicable Law; Venue; Attorney’s Fees

11.?. Section Titles.......................................

11.8. Binding Provisions........ ...................

11.9. No Third Party Beneficiaries.................

11.10. Terms............................................. .

11.11. Severability ofProvisions.....................

11.12. Counterparts, Facsimile; Reproductions■.

34

34

34

35

35

36

8.5. 36

36

36

36

37

37

37

37

37

>MENTS AND WAIVERS 37

andWaive 37

38

38

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39

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LIMITED LIABILITY COMPANY AGREEMENT

OF

FOLDING LIGHT, LLC

This LIMITED LIABILITY COMPANY AGREEMENT of Folding Light LLC (the

“Companv”) is effective as of February 1 2018, by and among the Members (as defined below)

and the Lead Manager (as defined below) executing this Agreement from time to time in

accordance with the terms hereof. The parties hereto agree as follows:

EXPLANATORY STATEMENTS

A. The Company was formed pursuant to a Certificate ofFormation (the “Certificate”)

filed with the Secretary of State of Delaware on January 16, 2018 (the “Organization Date"),

The parties agree that the terms of this Agreement shall govern, regulate and

manage the affairs of the Company.

B.

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Article

1 unless otherwise defined elsewhere herein;

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

time.

uAdditional Capital Contribution’ shall have the meaning ascribed to such term in

Section 33(a),

Adjusted Capital Account Deficit” means with respect to any Member, the deficit balance,

ifany in such Member’s Capital Account as ofthe end of the relevant allocation year, after giving

effect to the following adjustments: (i) Credit to such Capital Account any amounts that such

Member is deemed obligated to restore pursuant to the penultimate sentences of Regulations

Sections L704-2(g)(l) and L704-2(i)(5); and (ii) Debit to such Capital Account the items

described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4)3 1.704-l(b)(2)(ii)(d)(5)? and 1.704-

l(b)(2)(ii)(d)(6). The foregoing definition of "Adjusted Capital Account Deficit" is intended to

comply with the provisions of Regulations Section 1.704-1 (b)(2)(ii)td) and shall be interpreted

consistently therewith.

“Affiliate”, with respect to any Person, means: (i) any other Person owning 50% or more

ofthe voting or beneficial interests ofthe subject Person; (ii) any other Person directly or indirectly

controlling, controlled by or under common control with the subject Person; (iii) any manager

officer, director trustee or general partner of the subject Person; (iv) any individual who is a

Family Member ofthe subject Person; (v) any trust for the benefit ofthe subject Person;

(vi) any trust for the benefit of any Family Member ofthe subject Person; or (v) any Person in

5

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which more than 50% of the voting or beneficial interests are owned by a Person who has a

relationship with the subject Person described in clause (i) (ii), (iii) or (iv) above.

“Agreement” means this Limited Liability Company Agreement as amended from time to

time in accordance with its terms.

“Applicable Law” means (i) the provisions of all applicable statutes and laws ofthe United

States of America, the states thereof (induding the Act), and all other countries in which the

Company is then doing business, and (ii) the constitution, by-laws rules, regulations, orders,

regulatory circulars, fee policies customs and usage of any United States, state or foreign

governmental, regulatory or self-regulatory authority having jurisdiction over the Company, its

assets or business.

‘‘Asset Under Management Value meansthe value of all the assets under the management

ofthe Company, including all cash and cash equivalents, interest and dividends receivable plus the

market value of all open investments maintained by the Company minus all accrued liabilities of

the Company minus Reserves, determined in accordance with generally accepted accounting

principles

“Bankruptcy” means with respect to a Member the happening of any ofthe following:

(i) the filing of an application by such Member for, or a consent to the appointment of a trustee of

all or a portion ofsuch Member's assets for the benefit of creditors generally (ii) the filing by such

Member of a voluntary petition in bankruptcy or the filing of a pleading in any court of record

admitting in writing such Member's inability to pay such Member’s debts generally as they come

due, (iii) the making by such Member of a general assignment for the benefit of creditors or (iv)

the entry of an order judgment or decree by any court of competentjurisdiction adjudicating such

Member as bankrupt or appointing a trustee of all or a portion of such Member's assets for the

benefit ofcreditors generally, and such order? judgment or decree continuing unstayed and in effect

for a period of 90 days.

“BBA” shall have the meaning ascribed to such term in Section 9—5,

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

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

“Business ofthe Company" shall have the meaning ascribed to such term in Section

6.3(d).

‘Capital Account” means, with respect to each Member, the account established and

maintained for such Member on the books ofthe Company in compliance with Regulation § 1.704-

l(b)(2)(iv). For this purpose the Managers may in the Managers' sole discretion, upon the

occurrence of any ofthe events specified in Regulation § 1.704-l(b)(2)(iv)(g)? increase or decrease

the Capital Accounts m accordance with rules ofsuch regulation and Regulation

§1,704-1 (b)(2)(iv)(g) to reflect a revaluation ofCompany property. Without limiting the generality

ofthe foregoing, each Members Coital Account shall be (i) increased by (x) the amount ofmoney

contributed by such Member to the Company (y) the fair market value ofproperty contributed by

such Member to the Company (net of liabilities that the Company is considered to assume or take

6

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subject to pursuant to Section 752 ofthe Code) and (z) allocations to such Member ofProfits and

other items of income and gain, including income and gain exempt from tax but excluding (for

federal income tax purposes) items ofincome and gain as described in Section 1.704-l(b)(4)(i) of

the Regulations; and (ii) decreased by (x) the amount ofmoney distributed to such Member, (y)

the fair market value of any property distributed to such Member (net of any liabilities that such

Member is considered to assume or take subject to pursuant to Section 752 ofthe Code) and (z)

such Members share ofLosses and other items ofloss and deduction but excluding (for federal

income tax purposes) items of loss or deduction as described in Section 1.704-l(b)(4)(i) of the

Regulations.

“Capital Contribution” means the total amount of cash and the Gross Asset Value of any

other assets contributed to the Compmy by a Member, net ofliabilities assumed or to which the

assets are subject.

“Capital Transaction” means any transaction pursuant to which the Company sells its

property or business by (i) a sale or conveyance of all or substantially all ofthe Company’s

properties or assetsto any Person (ii) a sale or conveyance ofa majority ofthe equity interests

in tbe Company to any Person or (iii) a merger or consolidation of the Company with any

Person pursuant to which the Members ofthe Company shall own immediately after giving

effect thereto, less than a majority ofthe equity interests ofthe surviving entity (or its parent)

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

“Certificate” shall have the meaning ascribed to such term in the Explanatory Statement

“Class A Interests” means an Interest having the rights and obligations specified with

respect to Class A Interests in this Agreement.

“Class B Interests” means an Interest having the rights and obligations specified with

respect to Class A Interests in this Agreement.

Code” means the United States Internal Revenue Code of 1986, as amended.

"Company" (including as defined in the introductory paragraph ofthis Agreement) means

the limited liability company formed pursuant to the Certificate.

“Companv Asset” means any property or asset of the Company; and “Company Assets”

means the aggregate ofall the property and assets ofthe Company.

“Comp ly Minimum Gain” has the same meaning as “partnershipminimumgain” set forth

in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Confidential Information’’ shall have the meaning ascribed to such term in Section

6.6(c).

Control” or “control means (including, with correlative meanings, the terms “controlled

control with”) as used with respectto any Person, the possession directly

the direction ofthe management and policies ofsuch

by” and “under

or ijidirectly ofthe power to direct

common

or cause

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Person, whether through the ownership of voting securities, by contract or otherwise‘

Continuing Member” shall have the meaning ascribed to such term in Section 6_8(c),

"Corporate Opportunities'' shall have the meaning ascribed to such term in Section 6.3(c).

Counter Offer” shall have the meaning ascribed to such term in Section 6,8(b).

“■Created” shall have the meaning ascribed to such term in Section 6:7(a).

“Creation” shall have the meaning ascribed to such term in Section 6.7(a).

“Disability” means the inability of a Member, including a Member acting in position of a

Manager, to perform the essential employment functions and other duties and responsibilities of

such Member, with or without reasonable accommodation, by reason of a physical or mental

infinnity, for a period of 180 consecutive days. Such period of 180 consecutive days shall he

deemed continuous unless such Member returns to the Company and performs such employment

functions and other duties and responsibilities for at least 15 consecutive Business Days during

such period and performs during such period at the level and competence that existed prior to the

beginning ofsuch 180 consecutive day period. The determination of Disability shall be made by a

physician mutually satisfactory to the Member which is not the subject ofsuch Disability and the

Member which is the subject ofsuch Disability (or such Member’s representative, as the case may

be). The date of such Disability shall be the date of the first day of such 180 consecutive days

period.

'Tamily Member” means, with respect to any individual, such individual's spouse, children

and grandchildren.

“Fiscal Year” means each twelve-month period (or portion thereof) beginning on January

1 and ending on December 31 of each year*

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal

income tax purposes except as follows:

(a) The initial Gross Asset Value ofany asset contributed by a Member to the Company

shall be the fair market value of such asset, as determined by the Managers in the Managers

reasonable discretion;

(b) The Gross Asset Values of all Company Assets shall be adjusted by the Managers

to equal their respective fair market values (unless otherwise determined by the Managers in the

Managers reasonable discretion) as ofthe following;

(i) The acquisition of additional interests by any new or existing

Member in exchange for more than a de minimis Capital Contribution if the Managers

reasonably determine that such adjustment is necessary or appropriate to reflect the relative

economic interests ofthe Members in the Company;

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(ii) The grant of an Interest in the Company (other than a de minimis

interest) as consideration for the provision ofservicesto or for the benefit of the Company

by an existing Member acting in a Member capacity or by a new Member acting in a

Member capacity or in anticipation ofbecoming a Member;

(iii) The distribution by the Company to a Member of more than a de

minimis amount of Company property as consideration for an Interest if the Managers

reasonably determine thatsuch adjustment is necessary or appropriate to reflect the relative

economic interests ofthe Members in the Company; and

(xv) The liquidation ofthe Company within the meaning of Regulation

§ 1.704-l(b)(2)(ii)(g).

(c) The Gross Asset Value ofany Company Assets distributed to any Member shall be

the gross fair market value of such asset, as determined by the Managers in the Managers’

reasonable discretion, on the date ofsuch distribution; and

(d) The Gross Asset Values of Company Assets shall be increased (or decreased) to

reflect any adjustments to the adjusted basis ofsuch assets pursuant to Section 734(b) or Section

743(b) of the Code but only to the extent that such adjustments are taken into account in

determining capital accounts pursuant to Regulation § 1.704-1(b)(2)(tv)(m); provided however,

that Gross Asset Values shall not be adjusted porsuant to this subsection (d) to the extent that the

Managers determine that an adjustment pursuant to subsection (b) is necessary or appropriate in

connection with a transaction that would otherwise result in an adjustment pursuant to this

subsection (d).

“Initial Capital Contribution” shall have the meaning ascribed to such term in Section 3.1.

“Initial Interests Value” shall have the meaning ascribed to such term in Section 6.8(a).

the rights associated with or arising out of any ofthe

following: (i) domestic and foreign patents and patent applications, together with all reissuances,

divisionals continuations continuations-in-part5

reexaminations thereof and any identified invention disclosures; (ii) trade secret rights and

corresponding rights in confidential information and other non-public information (whether or not

patentable), including ideas formulas compositions, inventor’s notes, discoveries and

improvements know-how, manufacturing and production processes and techniques, testing

information research and development information, inventions, invention disclosures, unpatented

blueprints^ drawings, specifications designs, plans, proposals and technical data, business and

marketing plans market surveys market know-how and customer lists and infoimation (iii) all

copyrights, copyrightable works, rights in databases, data collections, “moral” rights mask works

copyright registrations and applications therefor and corresponding rights in works ofauthorship;

(iv) all trademarks service marks, logos, trade dress and trade names and domain names indicating

the source of goods or services, and other indicia of commercial source or origin (whether

registered, common law, statutory or otherwise), all registrations and applications to register the

foregoing anywhere in the world and all goodwill associated therewith; (v) all computer software

and code, including assemblers, applets compilers source code, object code, development tools,

design tools, userinterfaces and data, in any fonn orformat howeverfixed; and (vi) all Internet

Intellectual Property' means

revisions, renewals extensions and

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domain names electronic addresses, websites, proprietary symbol sets and proprietary voices,

unlfonn resource locators and alphanumeric designations associated therewith and all registrations

for any ofthe foregoing.

''Interest" means a direct ownership interest in the Company entitling the holder thereof to

receive a share of distributions, and a share of the Profits and Losses of the Company in

accordance with the terms ofthis Agreement

"Interest Purchase Agreement” meansthat certain Interest Purchase Agreement set forth in

Exhibit 6.8(eV

“Investor” means any Person who has invested with, or provided funds (whether by a

capital investment, debt investment or otherwise) to, the Company or its Affiliates*

"Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of

the following events:

(i) the Bankruptcy ofsuch Member;

(ii) ifsuch Membei is acting as a Membei by virtue of being a trustee of a trust,

the termination ofthe trust;

(iii) if such Member is a partnership

dissolution and commencement of winding up of the partnership or limited liability

company;

or a limited liability company, the

(iv) if such Member is a corporation, the dissolution of the corporation or the

revocation of its charter; provided, however, the revocation of the charter of a Member

shall not be deemed an Involuntary Withdrawal ifsuch charter is revived within ninety

(90) days thereafter;

(v) if such Member is an individual, such Member's death Disability

Unauthorized Leave of Absence;

or

(vi) ifsuch Member is an estate the distribution by the fiduciary ofthe estate’s

entire Interest in the Company: or

(vii) any other event causing the resignation ofsuch Member under the Act other

than a Voluntary Withdrawal.

“LIBOR Rate” means for any day, an interest rate per annum equal to the interest rate set

forth on the key rates page ofwww.bloombergxom as the British Bankers Association’s 30- month

London Interbank Offered Rate (LIBOR) (or an equivalent rate) for such day, or, if such interest

rate shall not be so set forth for such day, for the then most recent day for which such interest rate

is so set forth.

Liquidating Agent” shall have the meaning ascribed to such term in Section 8.2(a).

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“LLC IF’ shall have the meaning ascribed to suchtermSection 6.6(b)

“MaiorDecisions” shall have the meaning ascribed to such term in Section 6.1(c).

^Maioritv-in-Interest of the Members” means Members whose aggregate Percentage

Interests exceed 50% ofthe Percentage Interests ofall Members.

“Manager” means each Person elected or appointed to be a Manager in accordance with

Article 6 hereof. References to the Manager in the singular or as him her, it, itself or other like

references shall also, where the context so requires, be deemed to include the plural or masculine

or feminismreference, asthe case may be.

“Member ’ means each Person listed as aMember on Schedule A attached hereto and any

Person who subsequently is admitted as aMember ofthe Company in accordance with the terms

of this Agreement, each of which shall be added to such list of Members. Any Person who

subsequently ceases to be a Member of the Company in accordance with the terms of this

Agreement shall be removed from such list ofMembers.

^MemberNonrecourse Debt” has the samemeaning astiie term “partnernonrecourse debt”

set forth in Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each

Member Nonrecourse Debt, equal to the Company Minimum. Gain that would result if such

Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance

with Regulations Section 1.704-2(i)(3).

“Membership Rights” means all tbe rights of a Member in the Company subject to the

terms and conditions of this Agreement, including a Member's: (i) Interests; (ii) right to inspect

the Company's books and records, subject to the terms and conditions of Section 9.2 hereof; and

(iii) right to vote on matters coming before the Members (if any), subject to the terms and

conditions ofArticle 6 hereof.

Negative Capital Account” means aCapital Account with a balance ofless than zero.

“Net Cash Flow” means, with respect to any period, all revenues, ñinds and proceeds

received by the Company from any source, including Capital Transactions (but excluding Capital

Contributions), (a) less the sum of(i) all expenses of the Company paid or inclined during such

period, (ii) allpayments ofprincipal or interest with respectto indebtedness ofthe Companyowing

to any Person, (iii) all capital expenditures ofthe Company paid during such period and

(iv) all additionsto Reserves established dvaing such period, and (b) plus all reductions of such

established Reserves during such period. Net Cash Flow shall be determined by the Managers in

the Managers5 reasonable discretion.

'Nonrecourse Deductions shall have the meaning set forth in Regulation Sections 1.704-

2(b)(1).

“Nomecourse—Liabilitv’’ shall have themeaning set forth inRegulations Section 1,704-

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2(b)(3).

''Operation ofLaw Transfert shall have the meaning ascribed to such term in Section

7.4(a).

“Organization Date” shall have the meaning ascribed to such term in the Explanatory

Statement.

“Percentage Interest” means with respect to any Member as ofany determination date, the

percentage setforth opposite such Member’s name on Schedule A hereto, as such Schedule Amay

be amended ftomtime to time in accordance heremth.

“Person” means any individual, corporation partnership, association, limited liability

company trast, estate or other entity.

“Potential Investor” means a potentialInvestor in the Company or its Affiliates with whom

Member had personal contact or dealings on behalf of the Company during the period such

Member was a Member ofthe Company regarding an investment in the Company.

a

“Profits” and “Losses” for any period means all items ofCompany income and gain (in the

case of Profits) and all items of Company loss, deduction and expense (in the case ofLosses) for

such period; provided that, for puiposes of computing the amount of any item of income, gain,

loss, deduction or expense to be reflected in Capital Accounts the determination, recognition and

classification of each such item shall be the same as its determination, recognition and

classification for federal income tax purposes except that:

(i) The computation of all items of income, gain, loss and deduction shall

include those items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code and

Regulation Section 1.704-l(b)(2)(iv)(i), without regard to the fact that such items are not

includable in gross income or are not deductible for federal income tax purposes.

_ is adjusted pursuant to Regulation

ch adjustment shall be taken into

(ii) Ifthe Gross Asset Value of any pr

Section 1,704-1(b)(2)(iv)(e) or (f)9 the amount

account as gain or loss from the disposition ofsuch property.

operty

of sue

(Hi) Items of income, gain, loss or deduction attributable to the disposition of

property having a Gross Asset Value that differs from its adjusted basis for tax purposes

shall be computed by reference to the Gross AssetValue ofsuchproperty.

(iv) Items ofdepreciation, amortization and other cost recovery deductions with

respect to property having a Gross Asset Value that differs from its adjusted basis for tax

purposes shall be computed by reference to the property’s Gross Asset Value in accordance

with Regulation Section 1.704-l(b)(2)(iv)(g).

(v) To the extent an adjustment to the adjusted tax basis of any asset pursuant

to Sections 732(d), 734(b) or 743(b) oftheCode isrequired, pursuant to Regulation Section

1.704 l(b)(2)(iv)(m)5 to be taken into account in determining Capital Accounts, the amount

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of such adjustment to the Capital Accounts shall be treated as an item of gain (if the

adjustment increasesthe basis ofthe asset) or loss (ifthe adjustment decreases such basis).

(vi) To the extent that the Company distributes any asset in kind, the Company

shall be deemed to have realized Profit or Loss thereon in the same

Company had sold such asset for an amount equal to the fairmarket value ofsuch asset or,

if greater and otherwise required by the Code, the amount of debts to which such asset is

subject.

manner as if the

(vii) All items specially allocatedpursuant to Sections S.2-5.8 shall not be taken

into account in determining Profits and Losses.

“Regulations” means the income tax regulations, including any temporary regulations,

from time to time promulgated underthe Code.

“Reserves” means a reasonable amount offunds deemed sufficient by the Managers in the

Managers’ reasonable discretion, as of the date of detennination, for working capital, capital

required by Applicable Law, capital expenditures, and capital used to pay debt service and other

costs and expensed incident to the operation ofthe Company.

“Restricted Period” shall have the meaning ascribed to such term in Section 6.6(a).

“Restrictive Covenants” shall have the meaning ascribedto suchterm in Section6.6(e).

:SEC” means the Securities and Exchange Commission.

Secretary ofState” meansthe Secretary of State ofthe State ofDelaware.

the Securities Act of 1933, as amended.

“Tax Representative” shall have the meaning ascribed to such term in Section 9.5.

“Securities Act” means

“Tax Proceding” shall have the meaning ascribed to such term in Section 9.5.

“Third Party Claim” shall have themeaning ascribed to such term in Section6.5(c).

“Trading” means to acquire, dispose ofand otherwise trade financial products by means of

buying, selling, spreading, arbitraging, or otherwise trading whether long or short, directly

indirectly, or as amarket maker or otherwise.

or

"Trading Risk Factors" means, as established and revised from time to time by the

Management Committee, the policies and guidelines governingthemanagement ofrisk associated

with the trading ofsecurities and any other business or activity conducted from time to time by the

Company.

“Transfer’ means, when used as a noun, any sale, exchange, encumbrance, disposition,

hypothecation pledge, assignment, distribution, attachment, mortgage or other transfer or grant of

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ñ^its or interests, whether voluntarily oi involuntaxily, by operation of law or otherwise, and,

when used as a verb, means, to sell, exchange, encumber, dispose, hypothecate, pledge, assign,

distribute, mortgage or otherwise transfer or grant rights or interests, whether voluntanly or

involuntarily, by operation oflaw or otherwise.

“Transferred Interests” shall have themeaning ascribedto such tetra Section 7.2(e).

“Unauthorized Leave ofAbsence” means, asto aMember, that, within any 12 month

period, such Member, including aMember acting in aposition ofa Manager, for any reason other

th^i due to a Disability, fails to perform on a fiill-time basis (meaning at least 7:30 a.m. to 5:30

p.m. each Business Day) the essential employment fimcüons and other duties and responsibilities

ofsuch Member for the Company a period in excess of90 Business Days.

“Unretumed Initial Caoital” means, with respect to any Interest, as of any date of

determination, an amount equal to the excess, ifany, of(a) Initial Capital Contributions made or

deemed made in exchange for or on account ofsuch Interest, ovei (b) all Distributions made by

the Company with respect to such Interest pursuant to Section 4.1(b).

“Umeturned Additional Capital” means, with respect to any Interest, as of any date of

determination an amount equal to the excess, ifany of(a) Additional Capital Contributions made

or deemedmade iiv exchange for or on account ofsuch Interest, ovei (b) all Distributionsmade by

the Company with respectto such Additional Capital Contributions pursuantto Section 4.1(a).

“Voluntary Withdrawal^ means aMember’s voluntary withdrawal from the Companyor a

Member's resignation from the Company by such Member's express will or other voluntaryact.

“Withdrawing IViember” shall have the meaning ascribed to such term in Section 6.8(c).

’-vWork” means all Intellectual Property which a Member, directly or indirectly, alone or

jointly Creates on or afterthe date ofthis Agreement, or causes another to Create, on or afterthe

date ofthis Agreement. Notwithstandinganything in this Agreementto the contrary, the definition

of“Work” does not include, and this Agreement does not apply to, any invention developed by a

Member (i) entirely on his own time and (ii) without the use ofany equipment, supplies, facilities

or trade secret informatioa of the Company, unless such invention (x) relates to business ofthe

Company or its actual or demonstrably anticipated research or development

(y) results from, any workor services performed by such Member for or oabehalfof theCompany.

or

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ARTICLE 2

ORGANIZATIONAL MATTERS

2 Formation of the Company, The Company was formed upon the execution and

filing ofthe Certificate with the Secretary of State on the Organization Date, The Managers shall

accomplish all filings recordings, publishings and other acts necessary or appropriate for

compliance with all the requirements for the formation and continued existence ofthe Company

as a limited liability company under the Act and under all other laws ofthe State ofDelaware or

such otherjurisdictions in which the Managers determine that the Company may conduct business*

This Agreement is the Company5s operating agreement, as that term is used in the Act. The rights

and duties ofthe Managers and Members shall be as provided in this Agreement and, to the extent

not inconsistent with the terms ofthis Agreement, in the Act.

Name, The name ofthe Company is “Folding Light, LLC’’ as such name may be

modified from time to time by the Managers, The Managers shall notify the Members of any such

change.

2.2,

2.3. Purpose. The purpose of the Company shall be to engage in any lawful business,

purpose investment or activity for which limited liability companies may be organized under the

Act.

Location of Principal Place of Business. The location of the principal place of

business ofthe Company is 215 West Ohio Street, Chicago, Illinois 60654, or such other location

as may be determined by the Managers. The Managers may change the location of the principal

place of business ofthe Company and shall notify the Members of such change. In addition the

Company may maintain such other offices as the Managers may deem advisable at any other place

or places within or without the United States,

2-4.

2.5. Registered Office and Registered Agent The Company's initial registered office

and registered agent shall be as set forth in the Certificate, until such time as either are changed in

accordance with the Act

2.6* Members. The name, present mailing address. Initial Capital Contribution and

Percentage Interests as of the date hereof of each Member are set forth on Schedule A, as such

Schedule A may be amended from time to time in accordance with the terms ofthisAgreement

2.7. Term, The term ofthe Company commenced at the time the Certificate was marked

“Filed” by the Secretary of State and shall continue in existence in perpetuity unless its existence

is sooner terminated pursuant to Article 7 hereof.

Z8, No State Law Partnership. The Members intend that the Company shall not be a

partnership and that no Member shall be a partner of any other Member, for any purposes other

than federal, state and local tax purposes, and the provisions of this Agreement shall not be

construed otherwise.

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ARTICLE 3

INTERESTS AND CAPITAL CONTRIBUTIONS

Interests. The Interests owned by the respective Members are reflected as their

respective Percentage Interests set forth on Schedule A attached hereto, as amended from time to

time in accordance herewith. The Interests shall initially consist of(i) Class A Interests which have

been issued to certain Members in the Percentage Interests set forth opposite the names of the

Members in Schedule A in exchange for the Capital Contributions from the Members set forth

therein under the heading "Initial Capital Contributionsrf (the "Initial Capital ContributionsTf) and (ii)

Class B Interests which have been issued to certain Members in the Percentage Interests set forth

opposite the names ofthe Members in Schedule A. Upon the issuance or Transfer ofInterests or

Membership Rights in accordance with this Agreement, the Managers shall revise Schedule A

consistent therewith.

3.1.

3.2. Additional Capital Contributions.

(a) No Member shall be required to make an additional Capital Contribution

(“Additional Capital Contribution without such Member's consent. With the Member s

consent, such Member may make an Additional Capital Contribution as determined by the

Managers. None ofthe terms covenants, obligations or rights contained in this Section is

or shall be deemed to be for the benefit of any Person other than the Members and the

Company and no such third party shall under any circumstances have any right to compel

any actions or payments by the Managers and/or the Members.

(b) The Managers shall have the right to have the Company obtain funds

through loans having such terms and conditions as the Managers may determine in the

Managers’ reasonable discretion. No Member shall be obligated to make any Additional

Capital Contribution or loan to the Company except as otherwise agreed by the Company

and the applicable Member,

3 3. Return ofCapital Contributions. No Member shall be entitled to receive any interest

on its Capital Contributions. Subject to Article 7, the Member shall not have the right to demand

return oftheir Capital Contributions, nor shall the Member have a right to demand and receive

property other than cash in return for their Capital Contributions»

3A Representations. Warranties and Covenants ofthe Members. Each Member hereby

represents warrants and covenants to the Company and acknowledges that: (i) such Member has

knowledge and experience m financial and business matters and is capable ofevaluating the merits

and risks of an investment in the Company and making an informed investment decision with

respect thereto; (ii) such Member has reviewed and evaluated all information necessary to assess

the merits and risks of its investment in the Company; (iii) such Member recognizes that the

Comp^iy is a highly speculative venture involving a high degree of financial risk, and such

Member is able to bear the economic and financial risk of an investment in the Company for an

indefinite period oftime; (iv) such Member is acquiring its Interests for investment only and not

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with a view to, or for resale in connection with any distribution to the public or public offering

thereof; (v) the Interests have not been registered under the Securities Act or the securities laws of

anyji

or an

Securities Act and other applicable securities laws and the provisions ofthis Agreement have been

complied with; (vi) the Interests were not offered hy any means of general solicitation or general

advertising, and no representation, warranty or written communication with respectto the Interests

were made to such Member, and in entering into this transaction such Member is not relying upon

any information otherthan that contained in this Agreement and the results ofits own independent

investigation; (vii) the execution, delivery and performance of this Agreement have been duly

authorized by such Member and do not require such Member to obtain any consent or approval

that has not heen obtained and do not contravene or result in a default under any provision of any

constitution, statute rule, law or regulation, or any injunction, judgment, order decree, ruling

charge or other restriction of any government governmental agency or court applicable to such

Member or the charter, bylaws or other governing documents ofsuch Member or any agreement

contract, lease license or instrument to which such Member is a party or by which such Member

orits assets are bound; (viii) the determination ofsuch Memberto acquire Interests has been made

by such Member independent ofany otherMember and independent ofany statements or opinions

as to the advisability ofsuch acquisition or as to the properties, business, prospects or condition

(financial ot otherwise) ofthe Company which mayhave beenmade or givenby any otherMember

by any agent or employee of any other Member; (ix) there are substantial restrictions on the

transferability ofthe Interests; (x) Member have no rights to require the Interests to be registered

under the Securities Act or the securities laws of any state; (xi) there currently is no, and it is

anticipated that there will never be any, public market forthe Interests; (xii) it may not be possible

for such Member to liquidate such Members investment in the Company and, accordingly, such

Member may have to hold the Interests and bear the economic risk ofthisinvestment indefinitely;

(xiii) such Member has been advised to consult with such Member's own attorney regarding legal

matters concerning the Company and to consult with such Members tax advisor regarding the tax

consequences ofinvesting in the Company; (xi) this Agreement constitutes the valid and legally

binding obligation of such Member, enforceable against such Member in accordance with its

terms; (xv) such Member has the fixll power and authority (including full corporate or other entity

power and authority) to execute and deliverthis Agreement and perform its obligations hereunder;

(xvi) such Member is duly organized, validly existing and in good standing under the laws ofthe

jurisdiction ofits incorporation (or other formation); and (xvii) such Member need not give any

notice to, make any filing with, or obtain any consent authorization or approval ofany government

or governmental agency in orderto enterinto or consummate the transactions contemplated by this

Agreement. The representations and warranties set forth in this Section 3.6 shall be deemed to be

continuing with respect to each Member during the period in which such Member remains

Member. Each Member acknowledges and agrees that any breach of the representations and

warranties set forth in this Section 3.6 shall be deemed to be a material breach ofthis Agreement.

Each Member agreesthat such Member will immediately notify the Managers (x) ifit is the subject

of any action suit claim, complaint investigation, inquiry or proceeding related to any

representation or warranty set forth in this Section 3.6, or (y) if5 to the knowledge of any

such Member, any of such Member's representations and warranties contained herein become

inaccurate or untrue in any material respect.

jurisdiction and cannot be disposed ofunless they are subsequently registered and/or qualified,

_ exemption from such registration and qualification requirements is available under the

or

a

3.5. Personal Investments in Internal Trading and/or Fund Strategies. Members shall

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have the right, but not the obligation to invest directly in the Company^ and/or affiliated trading

strategies (funds, separately managed accounts, affiliate accounts, etc.) when excess c

available. Capacity amounts for each such strategy will be determined by Management Co

from time to time. After making such a determination, the Management Committee may send a

notice to no fewer than all of the Members (each an "Excess Capacity Notice” ) stating (i) the

amount ofsuch excess capacity, (ii) the date by which each Member must respond to exercise its

right hereunder to invest in such excess capacity (the "Exercise Date”) and (iii) such other terms

and conditions applicable to the investment. Upon receipt of such Excess Capacity Notice, each

Member shall have a right to invest up to such Member’s respective Percentage Interest of such

excess capacity* If any Member fails to respond by the Exercise Date or elects by notice to the

Management Committee to invest less than its Percentage Interest of such excess capacity (the

"Opted Out Memberrt). the amount ofsuch excess capacity remaining as a result of the failure or

election ofsuch Opted Out Member shall be made available by the Management Committee to the

Members other than the Opted Out Member on a pro rata basis in accordance with their relative

Percentage Interests* If an Opted Out Member later elects to make an investment in the excess

capacity for a strategy which it was previously offered in an Excess Capacity Notice but in which

it failed or elected not to invest in, the Management Committee shall cause the other Members'

investments in such excess capacity to be redeemed (on a pro rata basis in accordance with their

initial investments therein) to the extent required to accommodate the formerly Opted Out

Member's investment, which investment shall not in any event exceed the amount originally

offered to the formerly Opted Out Member in such Excess Capacity Notice.

apacity is

ommiittee

3.6. Treatment of Class B Interests as Profits Interests.

(a) The Company and each Member hereby acknowledge and agree that with

respect to any Person, such Person’s Class B Interests constitute a "profits interest” in the

Company within the meaning of Rev, Proc. 93-27 (a “Profits Interest’’) and that any and

all Class B Interests received by such Person are received in exchange for the provision of

services by such Person to or for the benefit of the Company in the capacity of or in

anticipation of becoming a service provider to the Company. The Company and any such

Person who receives Class B Interests hereby agree to comply with the provisions ofRev.

Proc. 2001-43 and neither the Company nor any such Person who receives Class B

Interests shall perform any act or take any position inconsistent with the application ofRev.

Proc. 2001-43 or any future Internal Revenue Service guidance or other governmental

authority that supplements or supersedes the foregoing Revenue Procedures (including

such regulations or authoritative guidance as may be issued with respect to Proposed

Regulations Section L83-3(/) and Notice 2005,43乂 Such Class B Interests shall (i) be

structured so as to have no liquidation value as ofthe date of issuance (ix, have no right

to distributions if the assets were sold as a going concern at fair market value as of the

issuance date and the proceeds were distributed to the Members in accordance with Section

4.1 hy reason of Section 8.3); and (ii) only participate in any distributions made pursuant

to Section 4.1 by reason of Section 83) to the extent such Class B Interests are vested Class

B Units and have not been forfeited pursuant to Section 3.6(b) or as determined under the

terms of any grant agreement with respect to such Class B Interests.

(b) Except as otherwise stated in any applicable agreement relating to the Class

B Interests by and between the Company and the holders thereof, if any holder of such

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Class B Interests ceases to provide services to the Company (for any reason or no reason

at all) then (i) all unvested Class B Interests of such Person shall be immediately and

automatically forfeited effective the date on which Person ceases to provide services and

(ii) ifsuch Member is terminated for Cause or breaches any ofthe Restrictive Covenants

then all vested Class B Interests ofsuch Person shall be immediately and automatically

forfeited as ofthe date ofsuch termination or breach, as applicable. Any Class B Interest

forfeited pursuant to this Section 3.6(b) shall be immediately and automatically cancelled

and shall cease thereafter to be outst ding upon such forfeiture. For purpose of this

Section 3.6(b) the term "Cause" shall mean (i) the definition of "cause," "for cause” or its

equivalent contained in any [Class B Interest Grant Agreement or] written employment

contract applicable between the Company and the holder ofa Class B Interest or (ii) in the

absence of a written employment agreement the termination by the Company of or

cessation of the provision ofservices to the Company by such holder due to conduct of

such holder characterized by gross negligence, willfiil or wanton misconduct or criminal

acts with respect to financial matters.

(c) Except as otherwise determined by the Managers both the Company and

all Members shall (A) treatsuch Class B Interests as outstanding for tax purposes (B) treat

a holder ofsuch Class B Interests as a partner for

B Interests and (C) file all tax returns and reports

the Company nor any ofits Members shall deduct any amount (as wages compensation or

otherwise) with respect to the receipt ofsuch Class B Profits Units for federal income tax

purposes. Each service provider that receives Class B [nterests that are substantially

nonvested for purposes ofCode Section 83(b) shall make a timely and effective election

underCode Section 83(b) with respect to such Class B Interests and shall promptly provide

a copy to the Company. The Company and the Members hereby acknowledges that all of

the Class B Interests issued as ofthe date hereof and set forth on Schedule A are fiilly

vested for all purposes ofthis Agreement.

urposes with respect to such Class

¡tently with the foregoing. Neither

tax pu

consis

ARTICLE 4

DISTRIBUTIONS

4.1. Distributions to Members, Subject to Section 4.3 and Section 4.6, the Managers

shall have the right, in the Managers’ sole discretion from time to time, to make distributions of

Net Cash Flow. In each such case, such distributions shall he made as follows:

(a) first to the Members who havemade Additional Capital Contributions, pro

rata based on such Members’ respective Unretumed Additional Capital, until the amount

ofeach Member’s Unretumed Additional Capital has been reduced to zero;

(b) second, to the holders of Class A Interests who have made Initial Capital

Contributions, pro rata based on such holders' respective Unretumed Initial Capital until

the amount of each Member's Unretumed Initial Capital has been reduced to zero; and

(c) thereafter subject to Section 8.3, to the Members in accordance with the

Members then applicable Percentage Interests.

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4.2. Tax Distributions. Notwithstanding anything to the contrary contained herein, ifthe

Members are subject to federal and state income taxes with respect to the Members’ respective

share ofCompany taxable income and ifsuch taxes exceed the Net Cash Flow distributed to the

Members by the Company, then, to the extent ofthe available Net Cash Flow ofthe Company the

Company shall distribute to the Members an amount sufficient to enable the Members to pay their

federal and state tax liabilities with respect to the Members7 respective share ofCompany taxable

income. Any amount distributed to a Member pursuant to this Section 4.2 shall reduce the amount

such Member would otherwise be entitled to receive pursuant to Section 4*L

4 Limitation on Distributions Notwithstanding anything to the contrary contained

herein, no distribution ofNet Cash Flow shall be declared or made which shall impair the capital

ofthe Company, nor shall any distribution ofNet Cash Flow be made to any Member unless (i)

the aggregate value ofthe assets ofthe Company remaining after such distribution is at least equal

to the aggregate ofits debts and liabilities, including capital, (ii) payment thereof would not be

prohibited by Applicable Law and (iii) payment thereof would not violate any restrictions

contained in credit facilities to which the Company may then be a party or otherwise bound. The

Managers5 good faith determination ofthe restrictions and limitations set forth in the preceding

sentence shall be final and conclusive as to all Members.

4,4 ■ Withholding. Notwithstanding anything to the contrary contained in the Agreement

or herein, in the event that any state, local or other income tax imposed on the Company as an

entity is reduced by reason ofthe holding of an Interest by any Member, no part ofthe expense of

the Company for such tax shall be allocated to such Member. In addition, if the Company is

obligated under Applicable Law to pay any amount to a governmental agency because of a

Member's status as a Member ofthe Company for federal or state withholding taxes, such amount

shall be treated as an advance against and reduce the distributions which would otherwise be made

to such Member pursuant to Article 4 ofthis Agreement. An amount described in the immediately

preceding sentence shall be considered withheld by the Company ifremitted to a governmental

agency without regard to whether such remittance occurs at the same time as the distribution or

allocation to which it relates; provided, however, that an amount actually withheld from a specific

distribution or designated by the Managers as withheld from a specific allocation shall be treated

as if distributed at the time such distribution or aliocation occurs. Each Member shall indemnify

the Company and the other Members for any liability they may incur for under-withholding of

taxes in respect ofsuch Member. Each Member agrees that none ofthe Company, the Managers

or any other Member shall be liable for any excess taxes withheld and that in the event of overwithholding, a Member’s sole recourse shall be to apply for a refiind from the appropriate

governmental authority.

4.5. Member Accounts, To the extent any distributions are made to Members in

accordance with this Agreement the Members acknowledge such distributions may be made to

the Members^ Holdback Accounts or such other accounts as Members may direct

FSpecial Distributions. Notwithstanding any other provision ofthis Agreement, the

Management Committee may from time to time at its sole discretion approve the making of

distributions ofNet Cash Flow to the holders ofClass B Interests (pro rata in accordance to their

relative Class B Interests) prior to making any other distributions to be made in accordance with

Section 4,1 (the MSpecial Distribution provided (i) such distributions shall be treated

4,6*

as an

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advance against and reduce the distributions which would otherwise be made to such Member

pursuant to Article 4 ofthis Agreement and (ii) any distributions of Net Cash Flow that succeed

Special Contribution may at the discretion ofthe Management Committee be made solely to the

holders of the Class A Interests (pro rata in accord ice to their relative Class A Interests) (the

,fCatch-UT> Distributions”) until the difference between the sum ofall Special Distributions and the

Catch-Up Distributions equals zero.]

a

ARTICLE 5

PROFITS AND LOSSES

5 Allocation of Profits ^id Losses. Except as hereinafter

after adjusting each Member’s Capital Account for all Capital Contrib

special allocations with respect to each accounting period, Profits and Losses for such accounting

period shall be allocated among the Members in such manner that, as ofthe end ofsuch accounting

period, the Capital Account of each Member shall be equal to (a) the respective net amount,

positive or negative which would be distributed to such Member (ifpositive) or for which such

Member would be liable to the Company (ifnegative and ifsuch Member would be so liable under

this Agreement), determined as ifthe Company were to sell all ofthe assets ofthe Comply for

an amount equal to their Gross Asset Value and liquidate in accordance with Section 7.3 minus (b)

the sum of such Member's share of Company Minimum Gain (as determined according to

Regulation Sections 1.704-2(d) ^id (g)(3)) and Member Nonrecourse Debt Minimum Gain (as

determined according to Regulation Section l,704-2(i)) each as computed immediately prior to

the hypothetical sale described in this Section 5.1. It is the intent ofthe Members that the foregoing

allocations will meet the requirements for ^substantial economic effect” of Section 704 of the

Code, and the Treasury Regulations promulgated thereunder. The allocations set forth in this

Article 5 shall be interpreted consistently with the foregoing intent and the allocations shall be

amended if necessary in order to accomplish this purpose.

provided in this Article 5,

utions distributions and all

Loss Limitation, Notwithstanding any provision of Section 5.1 to the contrary no

allocation ofLosses shall be made to a Member ifit would cause such Member to have an Adjusted

Capital Account Deficit. Allocations of Losses (and items thereof) that would be made to

Member but for this Section 5*2 shall instead be made to other Members pursuant to Sections 5.1

to the extent not inconsistent with this Section 52.

5.2.

a

5.3. Minimum Gain Chargeback. Ifthere is a net decrease in Company Minimum Gain

in any year, each Member will be allocated items ofincome and gain for the year equal to such

Member’s share of the net decrease in “partnership minimum gain ’ within the meaning of

Regulation Section 1.704-2(g)(2). The Company’s minimum gain shall be determined as provided

in Regulation Section l,704-2(d) and a Member’s share of Company Minimum Gain shall be

determined as provided in Regulation Section 1 /704-2(g), This provision is intended to comply

with the minimum gain chargeback provisions of Regulation Section L704-2(f) and shall be

interpreted and applied consistently therewith.

5.4. Member Nonrecourse Debt Minimum Gain Chargeback. Ifthere is a net decrease

In Member Nonrecourse Debt Minimum Gain in any year, each Member will be allocated items

of income and gain for the year equal to such Member’s share ofthe net decrease in Member

Nonrecourse Debt Minimum Gain within the meaning of Regulation Section 1 *704-2(1)(4). The

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items to be so allocated shall be determined in accordance with Regulation Section L704-2(i)(4)

and L704-2(j)(2)(ii), This provision is intended to comply with the minimum gain chargeback

provisions of Regulation Section L704-2(i)(4) and shall be interpreted and applied consistently

therewith.

5.5* Qualified Income Offset. If any Member unexpectedly receives any adjustment,

allocation or distribution described in Regulation Section 1 *704-1 (b)(2)(ii)(d)(4)? (5) or (6), items

of Company income and gain (consisting of a pro rata portion of each item of Company income,

including gross income, and gain for the year) shall be specially allocated to such Member in an

amount and manner sufficient to eliminate» to the extent required by Regulations, any Adjusted

Capital Account Deficit of a Member as quickly as possible; provided that an allocation pursuant

to this Section 5.5 shall be made ifand only to the extent thatsuch Member would have an Adjusted

Capital Account Deficit after all other allocations provided for in this Article 5 have been

tentatively made as if this Section 5.5 were not m this Agreement, This provision is intended to

constitute a “qualified income offset” under Regulation 1,704-1(b)(2)(ii)(d).

5.6 Nonrecourse Deductions. Nonrecourse Deductions derived from a property held by

the Company shall be allocated to the Members in accordance with their respective Percentage

Interests with respect to the Company.

5.7. Member Nonrecourse Deductions, The Company shall allocate Member

Nonrecourse Deductions (within the meaning of Regulation Section 1.704-2(i)(2)) solely to the

Member who has the economic risk ofloss with respect to the Member Nonrecourse Debt related

thereto under Regulation Section 1704-2(1)(1).

Curative Allocatiom^ It is the intent ofthe Members that, to the extent possible, the

allocations set forth in the foregoing Sections 5*2 through 5.7 shall be offset with special

allocations of other items ofCompany income, gain, loss and deduction pursuant to this Section

5.8, Therefore, notwithstanding any other provision ofthis Article 5, the Company shall make

such offsetting special allocations of Company income, gain, loss or deduction so that after such

offsetting allocations are made, each Member's Capital Account is, to the extent possible, eqml to

the Capital Account balance such Member would have had ifthe allocations set forth in Sections

5.2 through 5.7 were not part of this Agreement In applying this Section 5.8, the Company shall

take into account future allocations under Section 53 and Section 5.4 that although not yet made

are likely to offset other allocations previously made under Section 5,6 and Section 5.7,

5.8.

5.9. Allocations for Income Tax Purposes. The income gains, losses, deductions and

credits ofthe Company for Federal, state and local income tax purposes shall be allocated in the

same manner and in the same proportions as the corresponding items entering into the computation

ofProfits and Losses (and items thereof) were allocated pursuant to Sections 5.1 and 5,2; provided

that solely for Federal, state and local income and franchise tax purposes and not for book or

Capital Account purposes income, gain, loss and deduction with respect to property properly

carried on the Company’s books at a Gross Asset Value other than its tax basis shall be allocated

(i) in the case of property contributed in kind, in accordance with the requirements of Section

704(c) of the Code and such Regulations as may be promulgated thereunder from time to time

and (ii) in the case of other property, in accordance with the principles of Section 704(c) of the

Code and the Regulations thereunder as incorporated among the requirements of tbe relevant

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provisions ofthe Regulations under Section 704(b) oftheCode.

ART

TIES

ICLE 6

POWERS, RIGHTS AND DU OF THE MANAGERAND MEMBERS

6.1. Management ofthe Company.

(a) Subject to Sections 6.1(c~) and 6.1Ci), the business and affairs of the

Company shall be managed under the direction of its Managers (collectively, the "Management

Committee1’ . Except as otherwise specifically provided herein or by Applicable Law, the

Management Committee shall have full, exclusive and complete discretion to manage and control

the business and affairs ofthe Company, to make all decisions affecting the business and affairs

ofthe Company and to take all such actions as the Management Committee deems necessary or

appropriate to accomplish the purposes of the Company as set forth herein (including without

limitation themakingofdecisions affecting investments, distributions and compensatioj乂). Without

limiting the foregoing:

the Management Committee shall direct the business and affairs of

the Company in such a maimer so as to not deviate in any respect

fromthe TradingRisk Factors;

the Company shall not commit to a newtrade without the approval

of the Management Committee; provided, however, beyond the

decision to commit to a newtrade, trading decisionsshall be made

by the Company's Head ofTrading;

the ManagementCommittee will determined the amount whicheach

Member will be required to maintain as a minimœn balance in

iixunediateïy available funds in a bank account accessible by the

Company (the "Holding Accounts"'!.

(i)

(H)

(üi)

(b) Except as otherwise provided herein or expressly authorized by the

Management Committee no Member of the Company and no other Person, shall have the

authority or power, directly or indirectly, to act as agent ofthe 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 ofthe Company or in any other way bind the Company

orhold itselfout as acting for or on behalfofthe Company. Any attempted action in contravention

ofthis Section shall be null void and not binding upon the Company, unless ratified or authorized

in writing by the Managers.

(c) Notwithstandingthe foregoing, neitherthe Company northe Managersshall

take any of the following actions without the unanimous written consent of the Members

(collectively, the “Maior Decisions'9):

(0 dissolution ofthe Company pursuant to Article 8 below;

(H) any change in the scope ofBusiness ofthe Company; and

(Hi) any dilution ofthe Members’ Interests.

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(d) The Company shall have one or Managers, who shall be appointed and

(subject Section 6.1(i)) removed from time to time by a Majority-m-Interest of the Members in

accordance with Section 6.1(f). The Company may, upon the approval ofthe Majority-in-Interest

of the Members, change the number of Managers from time to time. Each Manager shall hold

office until a successor is elected or appointed, or until its earlier death, dissolution, termination,

tesiguation orremoval. Without limitingthe foregoiag,the initial Managers oftheCompany shall

be Brock Flagstad ("Flagstad11), Jon Schlossberg ("Sdüossberg") and James Streibich.

(e) Any Manager may resigo at any time by giving writteo notice to the

Members. Such resignation shall take effectuponreceipt thereofby the Members, unless otherwise

specified therein. The acceptance ofa resignation shall not be necessary to make it effective.

(f) Any Managermaybe removed from such position with or without cause, at

any time, in the discretion ofthe Majority-in-Interest ofthe Members.

(g) Avacancy occurring for any reason withrespectto aManagershall be filled

by the Majority-in-Interest ofthe Members.

(h) TheManagersmay from time to time authorize or appoint individualsto act

as officers or agents ofthe Companyon ageneral basis or fora specific purpose, which individuals

shallhave full powerandauthority to act for andbind the Companyas authorized by the Managers.

Each officer or agent ofthe Company appointed by the Managersshall hold office until his, her or

its successor is appointed, or until his, her or its earlier death, dissolution, termination, resignation,

or removal. Any officer or agent ofthe Company may resign by written notice to the Company

and may be removed for cause or without cause by the Managersin the Managers’ sole discretion.

Any number of offices may be held by the same Person. Schlossberg is hereby designated as the

Company's initial "Head ofTrading" authorized hereunder to make such decisions as set forth in

Section 6.1(8)(9).

(i) The Management Committee will be chaired by one of the Managers (the

"Lead Manaper"1. With respect to any matter submitted or required to be submitted for the

approval or consent ofthe Managers, the affirmative vote ofthemajority ofthe Managers, which

shall constitute the approval or consent ofthe Managers; provided, (i) no vote ofthe Managers on

any matter shall be conducted without the vote of the Lead Manager, (ii) no matter shall be

submitted to a vote of the Managers, whether pursuant to an in-person or telephonic meeting or

(without meeting) by written consent unlesssuch votehasbeen convened orsuch consent has been

solicited by the Lead Manager. The initial LeadManagershall be Flagstad. Notwithstanding any

otherprovision ofthis Agreement to the contrary, Flagstad may not be removed (includingwithout

limitation under Section 6.1 (d)) from his position as Manager or LeadManager at any tíme during

which Flagstad holds an Interest with respect to "which there is Unretumed Initial Capital

Umetumed Additional Capital. The Lead Manager is hereby authorized and empowered to

execute and deliver and cause to be executed or delivered any agreements, certificates, instruments

and documentsin the name and on behalfoftbe Company in ftirtherance ofany action authorized,

to the extentsuch authority isrequired hereunder, by the ManagementCommittee orthe Members.

or

6.2. Compensation; Reimbursement of Expenses. No Manager or Member shall be

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entitled to be compensated for any sexvices provided to the Company except as authorized in

writing by the Majority-in-Interests ofthe Members. The Company shall reimburse any Manager

forreasonable business expenses incurred by such Manager on behalfofthe Company, subject to

such substantiation and otherreasonable requirements asmay from time to time be imposed by the

Majority-in-Interests ofthe Members, whichexpenses will be treated as expenses ofthe Company.

6.3. Duties and Time Devoted to Business of the Members: Other Activities:

Transactions with Affiliates: No EmploymentRights.

(a) Each ofthe Members, excluding Brock Flagstad, Kasey Klaas, and James

Streibich,shall act in the best interests ofthe Company, devote all suchMember’s business

time and best efforts to the business and ai&irs of the Company, and the

such Member's duties and responsibilities in adiligent and professional m

perfo of

amei

nnance

(b) The Members acknowledge and agree that the Managers shall have no

duties to the Company or the Members other than those duties expressly described herein

and the Managers' fiduciary duties. Subject to the foregoing but notwithstanding any other

provision ofthis Agreement to the contrary or other applicable provision oflaw or equity,

whenever in this Agreement the Managers are permitted or required to make a decision or

take an action (i) in their “sole discretion” or “discretion” (or in the “sole discretion:

“discretion” of the Managers) or under a similar grant of authority or latitude, in making

such decisions ortaking such actions, the Managers shall be entitled to take into account

the inteiests oftheMembers as awhole or (ii) in “good faith” or under another expressed

standard, the Managers shall act under such express standard and shall not be subject to

aoy other or differentstandard.

or

(c) Each holder ofaClass B Interest hereby acknowledgesthat ín the course of

such Member’s business activities, such Member may become aware or leam ofbusiness

opportunities that are within the scope of the Business of the Company (collectively,

^Corporate Opportumties,,l Each holder of a Class B Interest hereby acknowledges and

agrees that such Member has a duty to make the Company aware of and to offer to the

Company all such Corporate Opportunities. Each Member agrees that such Member shall

not be entitled to exploit sucb Corporate Opportunities for such Member's benefit or for

the benefit of any ofsuch Members’ Affiliates without thereby breaching this Agreement

and thatthe Company shall have ail right, title and interest in or to, and itshall have a claim

to and against, all revenues and profits arising out ofthe exploitation of such Corporate

Opportunities, whether by a Memberor any ofsuchMembers’ Affiliates. Notwithstanding

the generality ofthe foregoing, any Trading activities conducted by any such holder solely

forsuch Member’s own account shall not constitute a “Corporate Opportunity” hereunder.

(d) Forpurposes ofthis Agreement, “Business ofthe Comoanv” means(x) any

business involving derivative products and (y) any other business in which the Company

has engaged or actively planned to engage during the period in which the applicable

Member was a Member ofthe Company.

(e) No provision ofthis Agreement shall be deemed to give any Person any

right to be employed or engaged by, or continue in the employ or engagement of, the

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Company or any ofits Affiliates, create any inference as to the length of employment

engagement, affect the right ofthe Company or its Affiliates to terminate the employment

ofany at-will employee, or give any Person any right to p^ticipate in any employee welfare

or benefit plan or other program ofthe Company or any ofits Affiliates.

or

6.4. Liability and Indenmification.

(a) Except as otherwise required by non-waivable provisions of Applicable

Law or as expressly set forth in this Agreement, no Member shall have any persona]

liability whatsoever in such Member’s capacity as a Member in excess of its Capital

Contribution whetherto the Company, to any ofthe other Members to the creditors ofthe

Company or to any other third party, for the debts liabilities, commitments or any other

obligations ofthe Company or for any losses of the Company, other than arising out of

actions by such Member prohibited by this Agreement or any actions or liability described

in Section 6.5(d).

(b) None ofthe Members, the Managers or officers shall be personally liable

for the return of any portion ofthe Capital Contributions (or any return thereon) ofthe

Members and the return ifany, ofsuch Capital Contributions (or any return thereon) shall

be made solely from assets ofthe Company, Except as may be otherwise provided herein,

none ofthe Members shall be required to pay to the Company or any Member any deficit

in any Member's Capital Account upon dissolution ofthe Company or otherwise. None of

the Members the Managers or officers shall be liable responsible or accountable in

damages or otherwise to any Member orto the Company for any act performed or omitted

to be performed by such Person within the scope ofthe authority conferred on such Person

by this Agreement or bythe Managers pursuant tothis Agreement, exceptforsuchPerson’s

gross negligence reckless conduct, fraud, bad faith, material breach ofthis Agreement or

violation ofApplicable Law.

(c) Subjectto Section 6.5(d), the Company shall, to the Mlest extent permitted

by the Act, indemnify and hold harmless the Members Managers and officers and their

respective partners shareholders, members officers, trustees, advisory board, directors,

employees attorneys and agents and other Affiliates (collectively the “Indemnified

Parties”) from and against any loss expense, dam^e or injury suffered or sustained by

them by reason of any acts omissions or alleged acts or omissions arising out ofthe their

activities on behalf ofthe Company or in ftirtherance ofthe interests of the Company

including any judgment, award, settlement, reasonable attomeys, fees and other costs

expenses incurred in connection with the investigation and defense of any actual

threatened action, proceeding or claim, unless the acts omissions or alleged acts

omissions upon which such actual orthreatened action, proceeding or claim is based were

constituted gross negligence reckless conduct fraud bad faith a material breach ofthis

Agreement or a violation of Applicable Law by such Indemnified Party. 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 thereofto the Company and

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

diligently and in good faith; provided, however, that no compromise or settlement of

or

or

or

so

26

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any claimmay be effected by the Company without the Indemnified Party'sconsent(which

will not

is monet

only be from the assets or Insurance ofthe Company and no Member shall be required to

contribute capital to the Company to satisfy any such indemnification. Any such

indemnificatioa 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.

be unree

ary dam

asonably withheld, conditioned or delayed) unless the sole reliefprovided

ages that are paid in full by the Company. Any such indemniñcatioD shall

(d) Each Member shall indemnify and hold harmless the Company and the

other Members and its and their respective Affiliates, the Managers, members, officers,

directors, employees, agents and representativesfromand against any claim, loss, liability,

damage, fine, charge assessment or expense resulting from or arising out of, such

Member's (or its owners’ or Mfiliates’)gross negligence, reckless conduct, fraud, bad

faith, ormaterial breach ofthis Agreement;, violation ofApplicable Law or as provided in

any other written agreement between the Company and such Member (or its owner or

Affiliate).

6.5. Covenants ofthe Members.

(a) Each Member hereby agreesthat, duringthe period commencingon the date

hereofand ending onthe date that is eighteen monthsimmediately following the date such Member

is no longer aMemberofthe Company (suchperiod shall be referredto asthe “Restricted Period”),

svich Member shall not, -without the prior written consent of the other Member, directly or

indirectly, alone or in combination with any other Person, (i) employ, offer employment to, or

otherwise attempt to hire, as an employee, consultant, independent contractor or otherwise (or

assist any other Person to take any such action regarding), any individual employed or engagedby

the Company or any ofits Affiliates during the six-month period prior to the date of contact; (ii)

solicit an investment (whether a capital investment, debt investment or otherwise) from any

Investor or PotentialInvestor ofthe Company or its Affiliates; or (iii) otherwise seek to influence

or alter any relationship between the Company or any ofits Affiliates and any Person referred to

in clause (i) or (ii) above.

(b) Each Member recognizes and acknowledges that such Member will be

entrusted with or have access to confidential and proprietary information of the Company,

Affiliates ofthe Company and/orthird partiesto which the Company or any Affiliate thereofowes

duty of confidentiality (whether pursuant to Applicable Law, by contract or otherwise). Each

Member therefore agrees that for so long as he is a Member, and for the longest period oftime

permitted by law thereafter, such Member shall (i) not, without the prior written consent of the

other Member, directly or indirectly use, copy or duplicate, or disclose or otherwisemake available

to any third party, any Confidential Information (as defined below) otherthan in the performance

such Member's duties with respect to the Company, (ii) take such protective

reasonably necessary to preserve the secrecy and interest of the Company in the Confidential

lirfonnation, and (iii) not, without the prior written consent ofthe other Member, utilize or convert

Confidential Information for such Member’s own benefit or gain, of whatever nature other than

a

measures as may be

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(X) in performance ofsuch Member’s dutiesto the Company (whether as a Manager, Member

otherwise) or (y) in connection with such Member’s Trading for his own account. Upon ceasing

to be a Memberfor any reason whatsoever, each Membershall use reasonable effortsto promptly

(i) delete or cause to be deleted any Confidential Information held in electronic format and (ii)

deUveror cause to be delivered to the Company any and all othertangible Confidential Information

m each case in such Member’s possession, custody or control. As used herein the

“Confidential Information” shall mean trade secrets and other non-public information, wh

tangible or intangible, in any form or medium relating to the business or affairs ofthe Company

or its Affiliatesthat is proprietary to the Company or its Affiliates and which the Company or its

Affiliates make reasonable efforts to keep confidential, including, but not limited to, relationships

with, and contact information of, Investors and Prospective Investors,materials, research,systems,

plans and procedures of or relating to the Company or its Affiliates, databases, software and

enhancements thereto, processes. Trading or investment strategies and methodologies. Trading or

investment systems,

confidential reports,

discoveries and concepts, financial products and investment positions of the Company

Affiliates, business plans and strategies, pricing and other financial information, marketing plans,

advertising, names, addresses and other information regarding all past, existing Investors and

Prospective Investors, vendors and s

information of any such Investors,

records and other information relating to employees trainingmaterials statistical data, the source

code oftheWork, ifapplicable, and any othernon-public information ordatacomprisingor related

to the Work, and other proprietary technologies and processes, source code, specifications,

inventions, designs, developments of the Company or its Affiliates and other proprietary

information used by the Company or its Affiliates in connection with their respective businesses

and/or which the Company or any of its Affiliates is obligated to any third party to maintam as

confidential. The Members acknowledge that the Confidential Information is vital, sensitive,

confidential and proprietary to theCompany.

or

tenn

ether

financial products or risk management models, revenue models, manuals,

quantitative and other strategies and methodologies, procedures techniiques,

or its

uppliers ofthe Company or its Affiliates and any confidential

vendors or suppliers contractual arrangements, personnel

(c) Upon the Company'srequest, any Member who has notified the Company

of Ms or her resignation or has been terminated by the Company shall agree to a "gMden leave"

for a period not to exceed twelve (12) months, as determined by the Management Committee,

during which period such Member shall (i) provide services to the Company from a remote

location, (ii) refmn fromproviding services to any Person otherthan the Company, (iii) adhere to

the other provisions ofthis Section 6,5 and (iv) be entitled to compensation commensurate with

the services provided.

(d) While the restrictions set forth in this Section 6.5 are considered by the

Members to be reasonable in all circumstances, it is agreed that if any court of competent

jurisdiction shall deemsuch restrictionsto go beyond that which isreasonable in the circumstances

forthe protectionof the legitimate interests oftheCompanyorthe Members, the courtshallmodify

the restrictions at issue to the point ofgreatest restriction permissible bylaw.

(e) The Members acknowledge and agree that the covenants set forth in this

Section 6.5 (collectively, the “Restrictive Covenants’’ are reasonable and necessary for the

protection of the Company’s business interests, that the Members would not have purchased

Interests or entered into thisAgreement withoutsuch Restrictive Covenants, that irreparable injury

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will result to the Company and the Members if the Members breach any of the terms of the

Restrictive Covenants, and that in the event of any Member's actual or threatened breach of any

of the Restrictive Covenants, the Company will have no adequate remedy at law. Each Member

accordingly agrees that in the event ofany actual or threatened breach by such Member ofany of

the Restrictive Covenants, the Company and the other Member shall be entitled to immediate

temporary injunctive and other equitable relief, without the necessity ofshowing actual monetary

damages or of posting any bond or other security. Nothing contained herein shall be construed as

prohibiting the Company from pursuing any other remedies available to it for such breach or

threatened breach, including the recovery ofanydamages.

6.6. Intellectual Property.

(a) Each Member shall disclose to the Company and the other Member all

Intellectual Property such Member has, directly or indirectly, alone orjointly, created,conceived,

developed, reduced to practice, or causedanotherto create, conceive, develop orreduce to practice

relating to the Business of the Company (such actions, individually and collectively, “Creation”

.Created” promptly following the Creation ofeach item thereofand in any event prior to any

exploitationthereof.

or

(b) Each Member agrees that (i) to the extent penmitted by Applicable Law, all

such latellectual Property Created after the date of this Agreement (collectively, the “LLC TP’’

shall be deemed a "work made for hire" within the meaning ofthat terni under United States

Copyright Act, 17 U.S.C. §$ 101 etseq., as amended or superseded» and (ii) the Company shall be

deemedthe exclusive author ofsuch LLC IP and the exclusive owner ofall rights, title and interest

in and to such LLC IP in any and all media, languages, territories andjurisdictionsthroughout the

world, now known or hereafter devised.

(c) Each Memberhereby (i) assigns andtransfersto the Company, in respect of

each itemofLLCIP, as ofthe date ofitsCreation, any and all rights, title and interestsuchMember

may have or acquire in, andto any LLC IP (includingany LLC IP not deemed, forwhateverreason,

to be a workmade for hire); and (ii) irrevocably waives and assigns to the Company any and all

so-called moral rights or "droit moral" as such Member may have in or with respect to such LLC

IP. Each Member hereby represents and warrants (x) it shall not make any grant, pledge, or other

disposition in respect of any right, title or interest in or to such LLC IP to any Person other than

the Company; and (y) such LLC IP will, unless otherwise authorized by the Company in writing,

be an original Creation by such Member and will not improperly use or disclose any trade secret,

ox confidential information, or other property ofany otherPerson,

(d) The Company shall have the unrestricted right to use, display, publish,

perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify, distort,

translate, transfer, combine with other information ox materials, create derivative works based on,

sell, or otherwise exploit for any purpose, the LLC IP and any portion thereof, in any manner or

media throughout the world, astheCompany may in its sole discretiondetermine. Notwithstanding

the foregoing, nothing contained herein will require the Company to exercise or exploit any ofthe

Company'srights in or to the LLC IP.

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6.7. Buy-Sell Procedtires.

(a) Right of First Offer With Respect to Class A Interests. Notwithstanding

other provisions of this Agreement to the contrary, in the event that one or more Members who

hold Class A Interests desires to Transfer all or a portion of their Class A Interests (such selling

Member or Members, the '’Selling Member" and the Interests which it or they desire to Transfer,

the t4ROFO Interests”), the Selling Membershall deliver to the Management Committee a notice

setting forth in reasonable detail the terms (including the amount of consideration) of a proposed

Transfer of the ROFO Interests (the “ROFO Notice”), Upon receipt of a ROFO Notice, the

Management Committee shall promptly deliver such ROFO Notice to each other Member then

holding a Class A Interest (each an "Eligible Member"). At any time during the period ending at

5:00pm(Chicago time) on the [twentieth (20th) day] after an Eligible Member'sreceipt ofaROFO

Notice (the uRQFO Period”), each such Eligible Member, at its option, may advise the

ManagementCommittee ofitsdesire to acquire, onthe same terms oftheproposedsale, an amount

ofthe ROFO Interests, as applicable, equal to the Eligible Member's relative holdings ofClass A

Interests, In the event that any Eligible Member fails or elects not to exercise all or a portion of

i rights underthis Section 6.7(a), the remaming EligibleMembers will have the option toexercise

ch Eligible Member’s unexercised rights on a pro rata basis (in accordance with their relative

holdings of Class A Interests) by notifying the Management Committee at any time during the

period ending onthe fifth (5th) day following the end oftheROFO Period. An Eligible Member's

rights under this Section 6.7(a) will be deemed waived and void with respect to any acquisition of

ROFO Interests, as applicable, in connection with any such proposed sale ifsuch EligibleMember

fails to deliver written notice committing to purchase the ROFO Interests underthe terms ofthe

proposed sale within theROFO Period or fails to consummate the Transfer ofsuch Interests under

theternis ofthe proposed sale. The SellingMember and Eligible Membersball execute anddeliver

an interest purchase agreement in connection with such Transferin a form substantially similar to

that attached hereto as Exhibit B and the closing date ofsuch Transfer shall be no laterthan sixty

(60) days after the end ofthe ROFO Period or at such time as mutually agreed to by the Selling

Member and the Eligible Member (the "ROFO Purchase Closing Date"!

its

(b) Company's Right of Redemption. On the date that the Management

Committee has determined (each, a "Determination Date11) that (i) aMember who holds aClass A

Interest has ceased to be involved in the Company's business (other than by reason of such

Member's death or Disability), if no other Member has a right to acquire such Interests under

Section 6.7(a) or the Members' rights, ifany thereunder have expired or (ii) a that Member who

holds a vested Class B Interest has ceased to provide services to the Company or has been

terminated (in each case, for any reason and with or without Cause), the Company shall have the

right, but no obligation, to purchase any or all such Class A Interests or Class B Interests (the

"Redeemable Interests11-) from the holder of any such Interest for

"Redemption Price11) the product of(A) IX the trailing 12 months ofrevenue (as ofsuch date) and

(B) the Percentage Interest represented by such Interests. The Company may exercise its right to

purchase theRedeemable Interests by delivering anotice to the holder ofaRedeemable Interest at

any time within three hundred sixty-five (365) days ofthe Determination Date (the "Redemption

Notice") andpaying the Redemption Price to the holder ofsuchRedeemable Interest within ninety

(90) days ofthe delivery oftheRedemptionNotice. Upon the receipt by the holderofaRedeemable

Interest ofthe Redemption Price the entire interest in the Company comprising the Redeemable

Interest shall immediately terminate and be cancelled and the Redeemable Interest shall cease to

a an amount equal to (the

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represent anyright, interest or powerintheCompany or pursuant to this Agreement. Any Member

holding such a Redeemable Interest hereby agrees to execute and deliver any such additional

documents and instruments as may be necessary to effectuate and further evidence the redemption

contemplated in this Section 6.7(b).

ARTICLE 7

TRANSFER OF MEMBERSHIP RIGHTS AND INTERESTS;

WITHDRAWAL OF MEMBERS

Transfers.

(a) Notwithstanding anything to the contrary contained herein and subject to

Section 7,2, (i) no Member may Transfer any Class B Interests except ifsuch Transfer is

(X) required by Section 7.4 or (y) made with the prior written consent of the disinterested

Managers, which consent may be given or withheld in such disinterested Managers’ sole

discretion, and (ii) no Membermay Transfer any MembershipRightswith respectto Class

B Interests without the prior written consent ofthe disinterested Managers, which consent

may be given or withheld in the disinterested Managers' sole discretion. Subject to the

restrictions set forth in the preceding sentence, any transferee ofInterests shall be deemed

to be an unadmitted assignee of the transferring Member and shali only be admitted as a

Member (and 엾:anted Membership Rights) upon the written approval ofthe Management

Committee, which approval may be given or withheld in the Management Committee’s

sole discretion.

(b) Each Member agrees that such Member shall, upon the request of the

Management Committee, execute such transfer instniments as may reasonably be required

by another Member or the Management Committee to Transfer Interests permitted to be

Transferred hereunder together with such other documentation as such may be reasonably

required, including certificates or other documents to preserve the limited liability ofthe

Members under the laws ofthe jurisdictions In which the Company is doing business. Each

Member furthei agrees that such Transferring Member will pay all reasonable expenses,

including reasonable attorneys’ fees and the cost ofthe preparation, filing and publishing

of any amendment to the Certificate or this Agreement, incurred by the Company in

connection with such Transfer.

(c.) Each Member hereby acknowledgesthe reasonableness of the prohibitions

contained in this Article 7 in view ofthe purposes ofthe Company and the relationship of

the Members. Any attempted Transfer in violation ofthis Article 7 shall be void ab initio

and ofno force or effect.

(d) The Transfer of Membership Rights and the admission of a substituted

Member shall not be cause for dissolution oftheCompany.

(e) Upon the Transfer of any Interests or Membership ts in accordance

amended by the

P Righ with the provisions of this Article 7, Schedule A shall be appropriately

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Managers to reflect the name present mailing address Initial Capital Contribution and

Percentage interest ofthe transferor (ifthe transferorretained any ofits Percentage Interest)

and the transferee in such Transfer and the Percentage Interest ofthe other Members.

7 Permitted Transfers. Any Transfer of Interests by a Member approved by the

Management Committee pursuant to Section 7.1(a)(i)(y) shall be void and of no further effect

unless the following conditions are satisfied:

(a) The Transfer will not require registration of Interests under the Securities

Act or any applicable state securities laws and, if requested by another Member, the

transferor delivers to the Company an opinion (reasonably acceptable in form and

substance to the Managers) oflegal counsel reasonably acceptable to the other Member to

such effect;

(b) The transferee delivers to the Company a written instrument agreeing tobe

hound by all the terms of this Agreement and assuming obligations of the transferring

Member hereunder, reasonably acceptable in form and substance to the other Member;

(c) The transferee is able to make representations and warranties set forth in

Section 3,6;

(d) The Transfer will not result in the Company being treated as an association

taxable as a corporation for Federal income tax purposes;

(e) The transferor or the transferee delivers to the Company the transferee’s

taxpayer identification number and the transferee’s initial tax basis in the Interests

Transferred (the ^Transferred Interests”): and

(f) The Transfer is not prohibited by Applicable Law,

7.3. Voluntary Withdrawal of Members, No Member shall have the right or power to

Voluntarily Withdraw from the Company* Any attempted Voluntary Withdrawal shall be void ab

initio and of no force or effect No Member who shall Voluntarily Withdraw shall be entitled to

receive, in liquidation of its Interests, pursuant to the Act or otherwise, the fair value of the

Members Interests as ofthe date of any Voluntary Withdrawal.

7.4. Transfers by Operation of Law, Involuntary Withdrawal or Breach of this

Agilement.

(a) Immediately upon the occurrence of (i) an Involuntaiy Withdrawal, (ii) a

Transfer of Interests effected by operation of law which does not constitute an Involuntary

Withdrawal (an "Operation of Law Transfer”) or (iii) a material breach of this Agreement by a

Member (including any attempted Voluntary Withdrawal by such Member) the successor of the

withdrawn Member, if any, the transferee of the Operation of Law Transfer and the breaching

Member, as applicable shall not become a Member except as otherwise provided herein, and such

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successor Member, transferee of the Operation of Law Transfer and breaching Member

applicable,shall,subject to Section 7.4(b), have all the rights andbe subject to all ofthe obligations

ofaMember butshall notbe aMember or have any MembershipRights; provided that none ofthe

predecessor or the successorMember, the transferor oi transferee ofthe Operation ofLawTransfer

the breaching Member shall be entitled to receive in liquidation ofits Intereststhe fair value of

the withdrawn, transferor orbreaching Member'sInterests as ofthe date the Member Involuntarily

Withdrew from the Company, the date the Operation ofLaw Transfer is effected or the date such

Member materially breached this Agreement, asapplicable.

as

or

(b) In the event ofthe occurrence of an Involuntary Withdrawal, an Operation

ofLaw Transfer or amaterialbreach ofthis Agreement by a Member, theCompany shall have the

right, but not the obligation, to purchase from such successor ofthe withdrawn Member, transferee

of the Operation of Law Transfer and breaching Member, as applicable (each such Person is

referred to herein as a “Seller’’ , any or all Interests (x) held by the withdrawing Member, (y)

Transferred pursuant to the Operation ofLaw Transfer or(z) held by the breaching Member(such

Intereststefenred to herein as “Seller Interests”) upon the following terms and conditions:

(i) The foregoing option shall be exercisable by written notice to the

Seller provided within six months of the later of (x) the date such Seller

Involuntarily Withdrew from the Company the date of the Operation of Law

Transfer or the date such Seller materially breached this Agreement, asapplicable,

and (y) the date upon which the other Member acquires actual notice of such

Withdrawal, Operation of Law Transfer ormaterial breach, as applicable.

(ii) The purchase price for the Seller Interests shall be equal to the

following:

(A) In the case ofan Invo]untaiyWithdrawal ofaMember due

to the death or Disability ofsuch Member, the Fair Market Value ofthe

Seller Interest (based upon the Seller7s Percentage Interest thereof) to

be purchased by the Company

preceding the month in which the Seller Involuntarily Withdrew from

the Company due to the death or Disability, as the case may be, ofthe

Seller;

as of the last day of the month

(B) In the case ofan Involuntary Withdrawal ofaMemberdue to

an Unauthorized Leave of Absence of such Member, 50% of the Fair

Market Value of the Seller Interest (based upon the Seller’s Percentage

Interest thereof) to be purchased as ofthe iasi day ofthe fnonili preceding

the month in which the Seller Involuntarily Withdrew from the Company

due to the Unauthorized Leave ofAbsence.

(C) In all other cases, the outstandingCapitalAccount balance

ofthe Seller as ofthe last day ofthemonthprecedingthemonth in which

the Seller Invokmtarily Wididrew from the Company, the Operation of

Law Transfer is effected

occurred, as applicable;

or the material breach of this Agreement

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(Hi) The aggregate purchase price for the Seller Interests to be

purchased pursuant to this Section 7.4(b) shall be paid in cash at the closing of

such purchase to the extent of the insurance proceeds if any, received by the

Company from any insurance policy of the life of the deceased Member, if

applicable. The balance ofsuch purchase price for the Seller Interests shall be

paid by delivery of an unsecured promissory note subordinated and junior in

right of payment to all other indebtedness of the Company, with customary

terms and conditions, payable in five equal annual instaJlments, with the iirst

installment due on the first anniversary ofthe dosing andthe subsequent annual

installments due on the successive

shall accrue from the date ofthe _

remaining unpaid from time to time at the LIBOR Rate in effect from time to

time, and accrued interest shall be payable together with each annua]

installment of the purchase price. All or part of the purchase price may be

prepaid at any time without penalty or premium. As a condition to the issuance

of the subordinated promissory note described above the payee thereunder

agrees to promptly execute, verify, deliver and file any (i) subordination,

intercreditor or similar agreement requested by any holder of other

indebtedness of the Company and (ii) any other agreement, document

instrument thereafter requested by any holder of other indebtedness of the

Company from time to time in connection with such subordination.

anniversary dates of the closing. Interest

closing on the balance ofthe purchase price

or

(iv) Seller Interests to be purchased pursuant to this Section 7.4(b)

shall be purchased and sold atsuch place and time asthe Company designates.

The Company shall give the Seller at least five Business Days' prior written

notice of the time date and place of closing. At the closing, the Seller shall

deliver to the Company appropriate duly endorsed transfer instruments

reasonably required by the Company to transfer ail of the Seller Interests as

to which the Company has delivered a notice ofits intent to purchase purs

to this Section 7.4(b), free and clear ofall claims, liens and encumbrances

any third parties, together with such other documentation asthe other Member

may reasonably require, including an agreement containing representations and

warranties with respect to due authority:, enforceability,

violations, no required consents or approvals and valid title to the Transferred

Interests, free and clear ofall claims, liens or encumbrances ofthirdparties.

suant

from

no conflicts or

(v) If the Seller fails, for any reason, to tender the documents

required forthe purchase and sale ofthe Seller Intereststo be purdmsed by the

Company from such Seller at the time and place specified by the Company

pursuant to this Section 7.4(h), the Seller shall he deemed to have assigned all

its right, title and interest in and to such Seller Interests to the Company, and

the Seller shall cease to have any rights with respect to such Seller Interests

except only to receive the purchase price therefor as computed pursuant to this

Section 7.4(b) upon delivery ofsuch instruments and such Seller Interestsshall

be cancelled on the Company's books and shall no longer be outstanding.

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7.5. Consequences of Withdrawal. The Voluntary Withdrawal or Involuntary

Withdrawal of a Member shall not cause a dissolution of the Company, but the rights ofsuch

Member to share in the Profits and Losses ofthe Company, to receive distributions ofCompany

funds and to assign itsInterests pursuant to this Article 7 shall, on the happening ofsuch an event,

devolve on such Members estate, trustee, receiver ox other successor, subject to the .

conditions ofthis Agreement, including Section 7.4, and the Company shall continue as

liability company. The estate, trustee, receiver or other successor, as the case may be, shall be

liable for all the obligations ofthe withdrawn Member. However, such estate, trustee, receiver or

other successor shall be deemed to be an unadmitted assignee ofthe withdrawn Member and shall

not become aMember except m accordance with this Article?.

terms and

3 a limited

7.6. Transferees Bound bv Agreement. Any successor or transferee of a Member

hereunder shall be subject to and bound by all of the provisions ofthis Agreement as ifsuch

successor ortransferee was originally aparty to thisAgreement.

ARTICLE 8

DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY

8.1. Dissolution. The Company shall only be dissolved upon the first to occur of the

following:

(a) The unanimous approval ofthe Members ofthe Company; and

(b) At the time ofentry ofa decree ofjudicial dissolution undersubsection 4 of

Section 180/35-1 ofthe Act.

8.2. Procedure for Winding Up.

(a) In the event ofthe dissolution ofthe Company, a Manager appointed by the

Management Committee or a liquidating agent appointed by the Managers (the Manager

oï liquidating agentheieinafterlefeired to asthe ^LiquidatingAgenfshall commence to

wind up the affairs ofthe Company and to liquidate the Company's assets. The Members

shall continue to share all income, losses and distributions during the period ofliquidation

in accordance with Articles 4 and 5 above. The Liquidating Agentshall have full right and

unlimited discretion to determine the time, manner and terms of any sale or sales of

Company property pursuant to such liquidation, giving due regard to the activity and

condition of the relevant market and general financial and economic conditions. If any

assets ofthe Company are distributed in kind to the Members, those assets shall be valued

on the basis oftheir fair market value, and any Member entitled to any interest in those

assets may receive that interest as a tenant-in common with all other Members so entitled.

The fair market value ofthe assets shall be determined by the Liquidating Agent in its

reasonable discretion.

(b) The Liquidating Agent shall have all ofthe rights and powers with respect

to the assets and liabilities of the Company in connection with the liquidation and

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tennination ofthe Company thatthe Members andthe Managers would have with

to the assets and liabilities of the Company during the term of the Company, ¡

Liquidating Agent is hereby expressly authorized and empowered to execute any and all

documents necessary or desirable to effectuate the liquidation and termination of the

Company and the transfer ofany assets.

respect

md the

(c) Notwithstanding the foregoing, (i) a Liquidating Agent which is not a

Member shall not be deemed a Member and shall not have any ofthe economic interests

in the Company of a Member; and such Liquidating Agent shall be compensated for its

services to the Company at normal and customary rates for its services to the Company as

teasonably determined by the Managers, and (ii) a Liquidating Agent shall not enter into

or cany out, or cause the Company to enter into or carry out, an:

lease, license or other agreement with any Affiliate ofthe LiquidatingAgent, any Affiliate

ofaManager, and/or any Affiliate ofany Member, unlessthe same has been approved by

all Members. The Liquidating Agent, ifaManager or Member, shall not be entitled to any

compensation for acting as the Liquidating Agent, but shall be entitled to be reimbursed

for its expenses as provided in Section 6.2. A Liquidating Agent that is neither a Manager

nor aMembershall be entitled to reasonable compensation for its services, as determined

by the Managers in the Managers’ reasonable discretion.

y transaction, contract,

Distributions at Liquidation. The Liquidating Agent shall, as soon as practicable,

wind up the affairs ofthe Company and sell and/or distribute the assets ofthe Company. The assets

ofthe Company shall be applied in the following order ofpriority:

8.3.

(a) first, to pay the costs and expenses of the winding up, liquidation and

termination ofthe Company;

(b) second, to creditors of the Company (including Members and their

respective Affiliates) in the order ofpriority provided by law;

(c) third to establish reasonable reserves adequate to meet any and all

contingent or unforeseen liabilities or obligations of the Company; provided that at the

expiration ofsuchperiod oftime asthe LiquidatingAgentmay deemadvisable, the balance

ofsuch reserves remaining after the payment ofsuch contingencies or liabilities shall be

distributed as hereinafter provided; and

(d) thereafter in accordance with Section 4.1 ; provided, however, with respect to

any amount distributable under Section 4.1(c) with respect to a liquidation pursuant to this

Section 8.3 the amount distributable under Section 4.1(c):

(i) with respect to any Class B Interest shall equal the product of(A)the

Percentage Interest represented by such Class B Interest and (B) the

excess of(x) the total amount distributable to all Members in connection

with any such liquidation over (y) the aggregate fairmarket value as of

the date such Class B Interest wasissued of all ofthe distributions

required to be made under Sections 4.1(a) and 4.1(b), asreasonably

determined by the Managers and measured;

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(ii) with respect to any ClassA Interest shall be equal to apro rata amount

(in accordance with the Percentage Interests ofthe Class A Interests, only)

ofthe excess of(A) the aggregate amoun

4.1(c) over (B) the amount distributable under Section 8.3(d).

t distributable under Section

8.4. Negative Capital Account. Except if and as may be otherwise provided in this

Agreement, no Member shall be obligated to restore aNegative Capital Account.

8.5. Termination. The Company shall terminate when all property owned by the

Company shall have been disposed of and the assets shall have been distributed as provided in

Section 8.3. The Liquidating Agent shall then execute (or cause to be executed and cause to be

filed articles ofdissolution ofthe Company with the Secretary ofState.

ARTICLE 9

BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS

9.1. Bank Accounts. All funds ofthe Company shall be deposited in an account or

accountsmaintained in the Company’s name ata bank or other financial institution. The Managers

shall determine the bank, banks, institution or institutions at which the accounts will be opened

and maintained, when such accounts shall be closed, the types of accounts, and the Persons who

fromtime to time will have authority with respect to the accounts and the funds therein,

9.2. Books and Records. The Managers shall keep or cause to be kept complete and

accurate books andrecords ofthe Company and supporting documentation ofthe transactions with

respectto the conductoftheCompany'sbusiness. The recordsshall include complete and accurate

information regarding the state ofthe business and financial condition ofthe Company, a copy of

the Certificate and this Agreement and all amendments to the Certificate and this Agreement; a

current list ofthe names and last known business, residence, ormailing addresses ofall Members;

and the Company's federal, state or local tax returns. The accounting and financial books, records

and accounts ofthe Company shall be kept and maintained in accordance with U.S. generally

accepted accounting principles consistently applied, unless otherwise agreed by the Managers.

Any Member, or its duly authorized representatives, shall be entitled to a copy ofthe list ofnames

and addresses of the Members, for any purpose reasonably related to its status as a Member or

otherwise permitted by Applicable Law. Notwithstanding any other provision of this Agreement

to the contrary, each Member and its duly authorized representatives, and the Managers and the

Managers’ duly authorized representatives, shall be permitted to inspect the books and records of

the Company (including without limitation all items referred to in the first three sentences of this

Section 9.2) at any reasonable time duringnormalbusiness hours, andtomakeextracts andcopies

thereof(at the expense ofthe requesting Member or Managers).

9.3. Annual Accounting Period andTaxable Year. The annual accounting period ofthe

Company shall be its Fiscal Year. The Company'staxable yearshall be selected by the Managers,

subject to the requirements and limitations oftheCode.

9.4. Reports. The Managers shall use the Manager's reasonable efforts to cause to be

sentto each Member:

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(a) within 90 days after the end of each Fiscal Year the tax infoimation

concerning the Company which is necessary to prepare the Member’s income tax returns

for that Fiscal Year;

(b) within 90 days after the end of each Fiscal Year» the unaudited financial

statements ofthe Company for such Fiscal Year, including a balance sheet and income

statement.

9.5. Tax Representative. Brock Flagstad is hereby designated as the partnership

representative ’ ofthe Company (within themeaning ofSection 6223 ofthe Code, as amended by

the Bipartisan Budget Act of2015 (the “BBA”') (the “Tax Representative’ᄀ.and is authorized and

reqmred to represent the Company (at the Company’s expense) in connection with all

examinations of the Company’s affairs by tax authorities, including, without limitation,

admmisliative and judicial proceedings (each such examination or proceeding, a “Tax

Proceeding"), to expend Company funds for professional services and costs associated therewith,

and to make all decisions and take any other actions on behalfofthe Company with respectto such

Tax Proceedings, including, without limitation to make any elections permitted,to bemade by the

Company under the BBA, The Members agree to cooperate with each other and to do or refrain

from doing any and aU thingsreasonably requi

the foregoing and withoutfurtherconsideration, each Memberhereby agreesto execute anddeliver

such other documents and take such other action as may be reasonably requested by the Tax

Representative to implement the decisions made by the Tax Representative in the exercise ofits

authority underthis Section 9.5 to make decisions withrespect to any Tax Proceeding.

red to conduct such proceedings. In furtherance of

9.6. Tax Elections. The Managers shall have the authority to make (and abstain from

making) all Company elections permitted under the Code, including elections of methods of

depreciation and elections under Code Section 754.

9.7. Title to Company Property. All real and personal property acquired by the

Company shall be acquired and held by the Company in itsname.

ARTICLE 10

AMENDMENTSAND WAIVERS

10.1. Amendments and Waivers. A provision ofthis Agreement may only be amended

or waived from time to time by the written agreement of all the Members, except as otherwise

provided in Section 10.2.

10.2. Amendments Without Consent ofthe Members. In addition to any amendments

which may be made by the Members otherwise authorized herein, amendments may be made to

this Agreement from time to time by the Management Committee to (a) cure any ambiguity, to

correct or supplement any provisions herein which may be inconsistent with any other provision

herein, or to add other provisions with respect to matters arising under this Agreement which will

not be inconsistent with the provisions ofthis Agreement; (b) delete or add any provision to this

Agreement required to be so deleted or added by any federal or state agency provided such

provision is deemedby such agency to be for thebenefit or protection ofthe Members; or(c) better

38

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assure, in the reasonable opinion ofcounsel to the Company that the Company will conümie to be

classified as a pass-through entity for purposes of Federal income taxes; provided, however, that

no amendment shall be adopted pursuant to this Section 10.2 unless the adoption thereof(i) is for

the benefit of or not adverse to the interests of all ofthe Members; (ii) is consistent with Article 5

hereof; and (iii) does not adversely affect the limited liability ofthe Members or the status ofthe

Company as a pass-through entity for federal income tax purposes. Additionally the Managers

may without the consent ofthe Members (but with prompt written notice thereofto all Members)

amend Schedule A from time to time to accurately reflect any additional issuance or Transfer of

Interests in accordance with the terms contained herein, the withdrawal of any Member in

accordance with the terms contained herein or the admittance of any new or substituted Member

in accordance with the terms contained herein.

ARTICLE 11

GENERAL PROVISIONS

11 Uniform Commercial Code. Interests and Membership Rights shall for all purposes

be deemed to be a “security” under Articles 8 and 9 ofthe Uniform Commercial Code as adopted

in any applicable jurisdiction.

11.2. Further Assurances. Each Member shall execute all such certificates and other

documents and shall do all such filing, recording publishing and other acts asthe Managers deems

appropriate (a) to comply with the requirements ofApplicable Law for the formation and operation

ofthe Company; and (b) to comply with any Applicable Law relating to the acquisition, operation,

or holding ofthe property ofthe Company*

113. Notifications. Any notice, demand, consent, election, offer, approval, request, or

other communication (collectively, a ‘‘Notice ’) required or permitted lander this Agreement must

be in writing (which shall be deemed to include facsimile and e-mail communications) and either

(a) delivered personally, (b) sent by certified or registered mail, postage prepaid return receipt

requested, (c) sent by recognized overnight delivery service (including without limitation^ Federal

Express) or (d) sent via facsimile e-mail or other electronic communication (with confirmation of

receipt). A Notice must be addressed to a Member at the Memberrs address set forth on Schedule

A attached hereto (or the facsimile or e-mail address of the Member set forth on Schedule A. if

applicable). A Notice to the Company must be addressed to a Manager of the Company at the

Manager’s address on record with the Company (or the facsimile or e-mail addresses of the

Manager on record with the Company, ifapplicable). A Notice to a Manager must be addressed to

the Manager at the Manager’s address on record with the Company (or the facsimile or e-mail

address ofthe Manager on record with the Company ifapplicable). A Notice that is seat by mail

will be deemed given: (i) three Business Days to an address within the United States ofAmerica

or (ii) seven Business Days to an address outside ofthe United States ofAmerica after it is mailed.

A Notice sent by recognized overnight delivery service will be deemed given when received of

refused. A Notice sent by facsimile or e-mail will be deemed given on the date received ifreceived

prior to 5 p*m, (tn the time zone to which sent) or on the next day ifreceived on the preceding day

after 5 p.m. (in the time zone to which sent). Any party may designate by notice to all ofthe others,

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

substitute addresses or addressees.

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11 -4. Specific Performance, The partiesrecognize thatirrepaiabk injury will result from

breach ofany provision ofthis Agreement and that money damages will be inadequate to fully

remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of

the provisions of this Agreement, any party who may be injured (in addition to any other rights

and remedies whichmay be available to that party) shall be entitled to one ormore preliminary

permanent orders (i) restraining and enjoining any act which would constitute a breach or (ii)

compelling the performance ofany obligation which, ifnot performed, would constitute a breach,

all (if and to the extent permitted by Applicable Law) without being required to show actual

damage orirreparable harm, and (ifandto the extentpermitted by Applicable Law) without having

to furnish any bond or othersecurity.

a

or

11.5. Complete Agreement. This Agreement (including its Schedule and Exhibits),

together with any written agreement among all ofthe Members or between the Company and a

Member which is entered into in accordance with and complies with the terms ofthis Agreement,

constitute the complete and exclusive statement of the agreement among the parties hereto with

respect to the subject matter hereof. This Agreement supersedes ail prior written and oral

statements, including any prior representation, statement, condition, orwarranty.

1.6. Applicable Law: Venue: Attorney’s Fees. All questions concerning the

construetion, validity and interpretation ofthis Agreement and the performance ofthe obligations

imposed by this Agreementshall be governed by the internal law, not the law of conflicts of the

State of Delaware. Each Member hereby agrees that (a) any and all litigation arising out of this

Agreement shall be conducted only in state or Federal courts located in the State of ñlinois and

(b) such courtsshallhave the exclusivejurisdiction to hear anddecide suchmatters. Each Member

hereby submits to the personal jurisdiction ofsuch courts and waives any objection such Member

may now or hereafter have to venue or that such courts

legaJ action to interpret or enforce any ofthe terms or provisions ofthis Agreement or to recover

damagesfor abreachthereof, the prevailing party shall be entitled to recover reasonable attorney’s

fees actually incurred plus costs.

are inconvenient forums. In the event of

11.7. Section Titles. Tbe 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 ofthe provisions

hereof.

11.8. Binding Provisions. 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

11.9. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to

confer upon any Person, other than the parties hereto and any successors and assigns described

herein, any rights or remedies under or by reason ofthisAgreement.

11.10. Terms. Common nouns and pronoAins shall be deemed to refer to the masculine,

feminine, neuter, singular and plural, as the identity ofthe Personmay m the contextrequire.

11.11. Severability ofProvisions. Should any provision ofthis Agreement be held to be

illegal, invalid or unenforceable, or legal, valid and enforceable only if modified, such holding

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shall not affectthe validity ofthe remainder ofthis Agreement the balance ofwhich shall continue

to be binding upon each party hereto with any such modification to become a part hereof and

treated as though originally set forth in this Agreement. The parties hereto further agree that any

court or arbitrator is expressly authorized to modify any such illegal, invalid or unenforceable

provision of this Agreement in lieu ofsevering such illegal, invalid or unenforceable provision

ftom this Agreement in its entirety, whether by rewriting the offending provision, deleting any or

all of the offending provision adding additional language to this Agreement, or by making such

other modifications as it deems warranted to cany out the intent and agreement ofthe parties as

embodied herein to the maximum extent pennitted by law. The parties hereto expressly agree that

this Agreement as so modified shall be binding upon and enforceable against each ofthem. In any

event, should one or more ofthe provisions of this Agreement be held to be invalid illegal

unenforceable in any respect, such invalidity illegality or unenforceability shall not affect any

other provisions hereof and ifsuch provision or provisions are not modified as provided above

this Agreement shall be construed as ifsuch invalid illegal or unenforceable provisions had never

been set forth herein.

or

11.12, Counterparts. Facsimile; Reproductions. This Agreement may be executed in any

number ofcounterparts each ofwhich shall be deemed an original but allsuch counterpartsshall

together constitute one and the same instrument. The signature of any party to any counterpart

shall be deemed a signature to and may be appended to, any other counterpart. This Agreement

and any amendments hereto to the extent signed and delivered by means ofa facsimile machine,

PDF or other electronic communication (including without limitation e-mail), shall be treated in

all manner and respects and for all purposes as an original agreement and shall be considered to

have the same binding legal effect as ifit were the original signed version hereof delivered in

person. At the request ofany party hereto, each other party hereto shall re- execute original forms

hereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile

machine, e-mail or other electronic communication to deliver a signature or the fact that any

3 transmitted or communicated through the use ofafacsimilemachine, e-mail or other

mniunication as a defense to the formation or enforceability of a contract and each

such party forever waives any such defense. Upon execution in accordance herewith, this

Agreement may be reproduced by any photographic, photostatic microfilm optical disk, microcard miniature photographic or other similar process each of which reproduction of this

Agreement shall be deemed an original.

signature was

electronic co

[Remainder ofPage Intentionally Left Blank, Signature Pages Follow]

41

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IN WITNESS WHEREOF, the undersigned have executed the Limited Liability

Company Agreement as ofthe date first written above.

fMJkmXkáfQS representative of

erpomt Holdings, LLC

oc

〒석?二一 s’广/쏘乂4,

Kâsey Kláas, as representative of f/

Cc

inapper HoWiftgs

Jo Jossl

Matt Andrews

Sterioti

Jarftes Streibich, as representative of

James Streibich Revocable Trust of

2002

LEAD MANAG

42

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Schedule A

MEMBERS, INITIAL CAPITAL CONTRIBUTIONS

AND PERCENTAGE INTERESTS

Member's Name and Mailiny Initial Capital

Conlrihutinn

Percentage

Address interest

Brock Flagstad $750,000 18% (Class A)

Kasey Klaas $750,000 18% (Class A)

Jon Schlossberg

9S711 Brookbank Road

Burr Ridge, IL 60527

$ 10% (Class A)

8% (Class B)

Matt Andrews

2006 North Hoyne

Chicago, IL 60647

S 10% (Class A)

8% (Class B)

Rick Sterioti

833 North Clark Street, #1805

Chicago, IL 60610

10% (Class A)

8% (Class B)

$

James Streibich Revocable Trust of 2002

220 E. Walton Street, #1 IE

Chicago, IL 60611

$2,000,000 10% (Class A)

$3,500,000 100%

A-l

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EXHIBIT B

FORM OF INTEREST PURCHASE AGREEMENT

This INTEREST PURCHASE AGREEMENT (“Agreement”) dated

______ 201_,

as of

is made and entered by and

between (“Purchaser”)and ____ _____ _____ _______

(“Seller”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the

Operating Agreement (defined below).

Recitals:

Seller owns certain membership interests (“Seller’s Interest”)In Folding Light,

LLC, a Delaware limited liability company (the “Company”). Purchaser and Seller are parties to

that certain Limited Liability Company Agreement of the Company dated as of

“Operating Agreemenr). The purchase and sale contemplated by this Agreement is being

consummated pursuant to Section 6.7(a) ofthe Operating Agreement.

A.

(the

Seller desires to sell, and Purchaser desires to purchase the ROFO Interest (

the "Seller's Interest") on the terms and subject to the conditions set forth in this Agreement and

Section 6.7(a) ofthe Operating Agreement,

B.

Agreements:

NOW, THEREFORE, in consideration ofthe mutual covenants and agreements set forth

in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree asfollows:

ARTICLE I

SALE OF MEMBERSHIP INTERESTS;

PURCHASE PRICE; AND CLOSING

1.1. Purchase and Sale. Seller shall sell to Purchaser, and Purchaser shall purchase from

Sellex, Seller's Interest, firee and clear of all Liens and on the terms and subject to the

conditions set forth in this Agreement and Section 6.7(a) ofthe OperatingAgreement.

1.2. Purchase Price.

(a) The purchase price (“Purchase Price ’)for Sellers Interests shall be equal to

(b) Upon the Closing (defined in Section 1.3(a)), Purchasershall pay to Seller the

Purchase Price by wire transfer of immediately available funds to such account as

Seller shall direct by written notice delivered to Purchaser.

13. Closme.

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(a) The transactions contemplated by this Agreement shall be consununated (the

"Closing") on the ROFO Closing Purchase Closing Date (as defined in Section 6.7(a) of

the Operating Agreement) (or, in the event such day is not a Business Day, on the

immediately following Business Day) at the offices ofthe Company, or at such other time

or place, as mutually agreed by the parties. The date on which the Closing occurs in

accordance with the preceding sentence is referred to in this Agreement as the "Closing

Date".

(b) At the Closing, the following transactionsshall be consummated:

(i) Seller shall sell, convey, assign and transfer to Purchaser Seller’s Interest, free

and clear ofall Liens, by executing and delivering to Purchaser an Assignment and

AssumptionofMembership Interests in the formattachedhereto as Schedule 1 (the

“Membership Interest Assignment”)

(U) Purchaser shall deliver to Seller evidence that all guarantees made by Seller

and/or any Affiliate ofSeller which have guaranteed any debts or obligations ofthe

Company (collectively, “Seller Guarantees”)have been terminated and released or

that all such debts and obligations which are so guaranteed have been paid in Ml.

(iii) Seller shall execute and deliver a closing certificate executed by Seller,

pursuant to which Seller represents and warrants to P

representations and warranties to Purchaser set forth herein

of the Closing Date as if then originally made (or, if any such representation or

warranty is untrue and in any respect, specifying the respect m which the same is

untrue), that all covenants required by the terms hereof to be performed by Seller

on or before the Closing, to the extent not waived by Purchaser in writing, have

heen so performed (or, ifany such covenanthas not beenperformed, indicati

such covenant has not been performed), and that all documentsto be executed and

delivered by Seller at the Closing have been executed by Seller;

urchaser that Sellers

are true and correct as

ngthat

(iv) Purchaser shall execute and deliver a closing certificate executed by

Purchaser, pursuant to which Purchaser represents and warrants to Seller that

Purchaser's representations and warranties to Seller set forth herein are true and

correct as of the Closing Date

representation or warranty is untrue and in any respect, specifying the respect in

which the same is untrue), that all covenants required by the terms hereof to be

performed by Purchaser on or before the Closing, to the extent not waived by Seller

in writing, have been so perfonned (or, if any such

performed, indicating that such covenant has not been perfo

documents to be executed and delivered by Purchaser at the Closing have been

executed by Purchaser; and

as if then originally made (or3 if any such

nant ha

irmed), í

cove s not been

and that all

(V) Seller and Purchaser shall each execute and deliver to the other party such

documents whichare reasonably requestedby such, otherparty.

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1.4. Further Assurances. After the Closing; each party hereto shall from time to time, at

the request of the other party and without further cost or expense to such other party,

execute and deliver such otherinstruments ofconveyance and transfer and take such other

actions as such other party may reasonably request in order to more effectively

consummate the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF

SELLER

As ofthe date hereof, and as ofthe Closing Date, Seller lepresents and warrantsto

Purchaser as follows:

2.1. Authority. Seller has full power and lawful authority to enter into this Agreement and

perform the transactions contemplated hereby. This Agreement constitutes a valid and

legally binding obligationof Seller enfoiceable against Seller in accordancewith itsterms,

except to the extent that enforcement may be affected by laws relating to bankruptcy,

reorganization, insolvency and creditors’ rights and by the availability ofinjunctive relief,

specific performance and other equitable remedies.

2.2. Consents and Approvals. The executioB and delivery by Seller ofthis Agreement and

the perfonnance by Seller ofthe transactions contemplated hereby do not require Sellerto

obtain aay consent, approval or action of, or make any filing with or give any notice to,

any Person or any Governmental orRegulatoryBody.

2.3. Noncontravention. The execution and delivery by Seller of this Agreement and the

perfonnance by Seller of the transactions contemplated hereby will not conflict with

result in any breach ofany terms and conditions of, or constitute a default under any Laws

or Orders to which Seller is subject or hy which Seller may bebound.

or

2.4. Titleto the Seller’sInterest. Seller has good and marketable title to Seller’s

Interest free and clear of all Liens, otherthan Liens created by orthrough Purchaser and

other than Liens that shall be released as ofthe Closing. Except for this Agreement, there

is no option, warrant, right, call, subscription agreement, commitment or understanding

ofany nature whatsoeverto which Seller is a party that directly or indirectly (i) calls for

the sale, pledge ot other disposition of Seller’s Interest or any portion thereofor (ii)

obligates Sellerto grant, offer or enter into any of the foregoing.

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ARTICLE IO

REPRESENTATIONS AND WARRANTIES

OF PURCHASER

As ofthe date hereof, and as ofthe Closing Date, Purchaser hereby represents and warrants to

Seller as follows:

3.1. Authority. Purchaser hasfall power and lawful authority to enter into this A

and performthe transactions contemplated hereby. This Agreement constitutes a

legally binding obligation of Purchaser enforceable against Purchaser in accordance with

its term

bankrup

injunctive relief, specific performance and other equitable remedies.

greement

valid and

s, except to the extent that enforcement may be afíected by laws relating to

toy, reorganization, insolvency and cxeditois5 rights and by the availability of

3.2. Consents and Approvals. The execution and delivery by Purchaser ofthis Agreement

and the performance by Purchaser ofthe transactions contemplated hereby do not require

Purchaserto obtain any consent, approval or action of, ormake any filing with or give any

notice to, any Person or any Govemmenial or RegulatoryBody3.3. Noncontravention. The execution and delivery by Purchaser of this Agreement and

the performance by Purchaser of the transactions contemplated hereby will not conflict

with or result in any breach of any ofthe terms and conditions of, or constitute a default

under any Laws or Orders to which Purchaser is subject or by which Purchaser may be

bound.

ARTICLE

CONDUCT PRIOR TO

IV

THE CLOSING

4.1. General. Seller and Purchaser shall have the rights and obligations with respectto the

period between the date hereofand the Closing Date which are set forth in the remainder

ofthis Article IV.

4.2. Purchaser's Obligations, Purchaser shall use its best efforts to obtain the termination

and release ofthe Seller Guarantees.

4.3. Joint Obligations. The following shall apply with equal force to Seller andPurchaser:

(a) Each party shall promptly give the other party written notice upon learning of

the existence or occurrence ofany condition which wouldmake any representation

or warrantyherein contained ofeitherparty utitrae inæiymaterialrespect or which

might reasonably be expected to prevent the consummation of the transactions

herein contemplated.

(b) No party shall intentionally perforai any action which, if performed, or

intentionally omit to perform any action which, ifomitted to be performed, would

prevent or

would result in any representation or warranty herein contained of such party

excuse the performance ofthis Agreement by any party hereto or which

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being untrue in any materialrespect asif originally made on and as ofthe Closing

Date.

ARTICLE V

CONDITIONS TO CLOSING

5.1. Conditions to Seller’s Obligations. The obligation of Seller to consummate the

transactions contemplated hereby is subject to fulfíliment, or waiver by Seller, of all the

following conditions on or prior to the Closing Date. Upon the non-fulfillment of any of

the following conditions on or prior to the Closing Date, this Agreement may, at Seller’s

optionand upon prior written notice to Purchasertopriorto theClosingDate, be terminated

(a) Each and every representation and warrantymade by Purchasershall have been

true and correct in all material respects whenmade and shall be true and correct in

all material respects as iforiginallymade onand as ofthe ClosingDate.

(b) All obligations ofPurchaserto be performed hereunder through, and including

on, the Closing Date shall have been perfoimed in all materialrespects.

(c) No suit, proceeding or investigation shall have been coramenced or threatened

by any Governmental or Regulatory Body or Person on any grounds to restrain

enjoin or hinder, or to seek materia! damages on account of, the consummation of

the transactions herein contemplated.

5.2. Conditions to Purchaser’s Obligations. The obligation of Purchaser to consummate

the transactions contemplated hereby is subject to the fulfillment, or waiver by Purchaser,

ofall the following conditions on or prior to the Closing Date. Upon

ofany ofthe following conditions on or prior to the Closing Date, this

Purchaser’s option and upon prior written notice to Seller prior to the Closing Date, be

terminated:

the non- fiilfíllment

Agreementmay, at

(a) Each and everyrepresentation and warrantymade by Sellershall have been true

and correct in all material respects when made and shall be true and correct in all

material respects as iforiginallymade on and as ofthe ClosingDate.

(b) All obligations of Seller to be performed hereunder through, and including on,

the Closing Date shall have been perfoimed in all materialrespects.

(c) No suit, proceeding or investigation shall have been commenced or threatened

by any Governmental oi Regulatory Body or Person on any grounds to restrain,

enjoin or hinder, or to seek material damages on account of, the consummation of

the transactions herein contemplated,

ARTICLE VI

EFFECT OF TERMINATION/PROCEEDING

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6.1 ■ General. Thepartiesshall have the rights andremedies with respectto the termination

and/or enforcement ofthis Agreement which are set forth in this ArticleVI.

6,2. Purchaser^ Breach, If the failure to close as of the Closing Date

Purchaser’s breach ofthis Agreement (which breach was not cured within five Business

Days ofwritten notice theieof), Sellershall be entitledto purchase Purchaser's membership

interests in the Company as provided in Section 6.8 ofthe Operating Agreement as Seller’s

sole remedy.

was caused by

6.3. Seller’s Breach, Ifthe failure to close as ofthe Closing Date was caused by Seiler’s

breach ofthis Agreement (whichbreach was not cured within fiveBusiness Days ofwritten

notice thereof), (x) Purchaser may, in addition to Purchaser’s rights set forth in Section 6.8

of the Operating Agreement, pursue specific performance and (y) Purchaser shall be

entitled to recover its costs and expenses which are incurred in connection with the

transactions contemplated by this Agreement and in pursuing its rights and remedies

(including reasonable attorneys' fees) in connection therewith. Seller hereby appoints

Purchaser as Seller’s agent and attomey-in-fact to execute deliver and file any and all

documents and agreements and to do all other lawfully permitted acts to effect the

purchase and sale contemplated in Section 6.8 ofthe Operating Agreement.

ARTICLE Vll

MUTUAL GENERAL RELEASE

7.1. General Release ofPurchaser,

(a) Seller for itself and on behalf of its legal representatives parents subsidiaries

members, managers, officers, employees, agents, successors and assigns, hereby releases

and discharges Purchaser and the Company and their respective legal representatives,

members, managers officers employees, agents representatives, successors and assigns

from any and all claims demands actions causes of action, oral and written agreements

suits costs, damages, expenses, compensation, penalties, liabilities and obligations ofany

kind

consequential, foreseen or unforeseen, matured or arising at any time relating to the

Company, the Project (as defined in the Operating Agreement) and/or the (derating

Agreement; provided that, notwithstanding anything in this Agreement to the contrary

such releases and waivers shall not apply to a breach ofthis Agreement orto the extent any

such releases or waivers cannot be granted as a matter oflaw.

or nature whether in law or equity, whatsoever known or unknown, direct or

(b) Seller acknowledgesthat it has had the opportunity to obtain legal counsel with respect

to, and understand the terms and effect of, thisrelease, and enters into it freely and without

coercion, and further that its execution and delivery ofthis release is not the result of any

fraud or mistake known to Seller duress, or undue influence of any kind or nature

whatsoever.

12. General Release ofSeller,

(a) Purchaser^ for itself and on behalf of its legal representatives, heirs, parents

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subsidiaries, shareholders, members, partners, managers, directors, officers, employees,

agents, representatives, successors and assigns, hereby releases and discharges Seller and

,members, managers, employees, agents, successors and assigns,

,demands actions, causes of action, oral and written agreements,

obligations ofany

its legal representatives,

from any and all clautis

suits, costs, damages, expenses, compensation, penalties, liabilities and

kind or nature, whether m law or equity, whatsoever, known or unknown, direct or

consequential, foreseen or unforeseen, matured or arising at any time relating to the

Company, the Project and/or the Operating Agreement; provided that, notwithstanding

anything in this Agreement to the contrary, such releases and waivers shall not apply to a

breach ofthis Agreement or to the extent any such releases or waivers cannot be granted

as amatter oflaw.

(b) Purchaser acknowledges that it has had the opportunity to obtain legal counsel with

respect to, and understand the terms and effect of this release, and entersinto it freely, and

without coercion, and fiirther that its execution and delivery ofthis release is not the result

of any fraud or mistake known to it, duress, or undue influence of any kind or natvse

whatsoever.

ARTICLE VIH

MISCELLANEOUS

8.1. Notices. Any notice or other communication required or permitted hereundershall be

in writing and shall be delivered personally, sent by first class mail, postage prepaid, sent

by facsimile transmission (with confirmation of receipt) or sent by means of overnight

delivery to the addresses set forth in the Operating Agreement. Any party may by notice

given in accordance with this Section 8.1 to the other parties (i) designate another address

or Person for receipt of notices hereunder or (ii) change its address, facsimile number or

other information for the purpose of notices to that party. All such notices, requests and

other communications will (i) if delivered personally to the address as provided in this

Section 8.1, be deemed given upon delivery, (ii) if delivered by facsimile transmission to

the facsimile number as provided in this Section 8.1, be deemed given upon receipt of a

legible copy thereof and (iii) if delivered by overnight delivery ín the maimer described

above to the address as provided in this Section 8.1 f be deemed given uponreceipt.

8.2. Certain Definitions. Forthe purposes ofthis Agreement, the following terms have the

followmgmeanings:

(a) “Affiliate” means, with respect to any Person, any other Person who directly or

indirectly controls, is controlled by or is under common control with such Person

(the term “control ” for purposes of this definition means the power to direct

cause the direction ofthemanagement or policies ofthe controlledPerson).

or

(b) “Business Dav” means any day other than Saturday, Sunday or any legal

holiday observed in the State ofIllinois.

(c) “Governmental or Regulatory Bodv” means any government or political

subdivision thereof Including anyjudicial or administrative body, whether federal,

state, local or foreign, or any agency or insttumeniality thereofand any arbitration

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panel or tribunal.

(d) "Law” means any statute law, rule regulation or ordinance imposed by any

Governmental or Regulatory Body in effect on or priorto the ClosingDate.

(e) “lien” means any lien, claim, encumbrance title defect, pledge, mortgage

security interest or charge of any kind.

(f) “Order” means any judgment, decree award, injunction or governmental order

imposed by any Govemmental or Regulatory Body.

(g) “Person” means an individual, corporation, joint venture,

partnership, limited liability company, trust, unincorporated associatioiv

government or any department or agency thereofor any other entity.

83. Expenses. Each party to this Agreement shall bear its own expenses with respect to

the negotiation, preparation and execution ofthis Agreement and the consummation ofthe

transactions contemplated hereby.

8,4. Entire Agreement. This Agreement, including the Schedules hereto, and any

collateral documents and instruments executed in connection with the consummation of

the transactions contemplated hereby contain the entire agreement among the parties with

respectto the transactions contemplated hereby, and supersede allprior agreements, written

or oral, with respect thereto.

8.5. Amendment and Modification^ This Agreement may be nerukd modified or

supplemented only by a written agreement signed hy all the parties hereto.

8.6. Waiver ofCompliance: ConsentsL Any failure of any party hereto to comply with any

obligation, covenant, agreement or condition herein may be waived by the other parties by

a written instrument signed by the party granting such waiver, but such waiver or failure to

insist upon strict compliance with such obligation, covenant agreement or condition shall

not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

8.7. Governing Law. This Agreement shall be governed by and construed in accordance

with the laws ofthe state ofIllinois applicable to agreements made and to be performed

entirely within such state.

8.8. Binding Effect: Assignment'. No Third-Party Beneficiary. This Agreement shall be

binding upon and inure to the benefit ofthe parties and their respective successors legal

representatives and permitted assigns. This Agreement is not assignable, in whole or in

part, by any party without the written consent ofthe other party; provided that Purchaser

may assign this Agreement to an Affiliate of Purchaser (in which case, Purchaser shall

remain liable hereunder).

8.9. Variations in Pronouns. All pronouns and any variations thereof refer to the

masculine, feminine or neuter, singular or plural as the context may require.

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8.10. Counterparts. This Agreement may be executed by the parties hereto in separate

counterparts, each of which when so executed and delivered shall be an original, but all

such counterparts shall together constitute one and the same instrument.

8.11. Headings. The headingsin this Agreement are for reference only and shall not affect

the interpretation ofthis Agreement.

8.12. Invalid Provisions. Ifany provision ofthis Agreement is held to be illegal, invalid or

unenforceable under any present orfuture Law, and ifthe rights or obligations ofany party

hereto under this Agreement will not be materially and adversely affected thereby,

(a) such provision will be fully severable, (b) this Agreement will be construed and

enforced as ifsuch illegal, invalid or unenforceable provision had never comprised a part

hereof, and (c) the remaining provisions of this Agreement will remain in full force and

effect and will not be affected by the illegal, invalid or unenforceable provision or by its

severance herefirom.

8.13. Litigation. The parties agree that the terms ofthis Agreement shall be enforced inthe

Circuit Court sitting in Cook County Illinois, The parties agree that Cook County shall be

the exclusive jurisdiction and forum for any dispute arising under this Agreement. The

pievailing party shall be entitled to recover from the non-prevailing party reasonable

attorneys fees and costs as allowed by law.

8.14. Time is ofEssence‘ The parties agree that time is of essence in the performance of

their obligations hereunder.

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IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe

date first above written.

PURCHASER:

By:

Its:

SELLER:

By:

Its:

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Schedule 1

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

This Assignment and Assumption ofMembership Interests (this “Assignment”) is dated as of

_ 201___ and is made by____ (“Assignor”)to

______________ (^Assignee ).

Recitals

A. Assignor is the owner of a membership interest (“Assignor’s Interest”)Folding Light

LLC a Delaware limited liability company (the “Company”)

B. Assignor has agreed to assign, convey and set over unto Assignee, and Assignee has

agreed to accept and assume, all of Assignor’s Interest in the Company (the “Assigned

Interest”) on the tenns and conditions herein provided.

NOW, THEREFORE in consideration ofXXX and No /100 DOLLARS (SXXX.OOI and

other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged and agreed, Assignor and Assignee hereby agree as follows:

1. Recitals. The foregoing recitals are acknowledged to be accurate and are incorporated

herein by reference.

2. Assignment Assignor hereby sells assigns transfers, grants conveys contributes sets

over and delivers unto Assignee all Assignor’s right, title and interest in and to the Assigned

Interest in the Company.

3. Acceptance and Assumption of Assignor’s Assignment. Assignee hereby

acknowledges and accepts the foregoing assignment, together with all rights privileges,

benefits, duties, obligations and liabilities arising therefrom or in connectiontherewith.

4, Binding Effect, This Assignment shall be binding upon the parties hereto and shall inure

to the benefit oftheir respective successors and assigns.

5. Counterparts. This Assignment may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which, when taken together, shall constitute

one and same instrument*

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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment

to be duly executed on the date set forth above.

ASSIGNOR:

By:

Its:

ASSIGNEE:

By:

Its:

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