Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): March 06, 2025

   

ContextLogic Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39775	27-2930953
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2648 International Blvd., Ste 115
Oakland, California		94601
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (415) 965-8476

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	LOGC	Nasdaq Global Select Market
Preferred Stock Purchase Rights	N/A	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


DOCPROPERTY "DOCID" * MERGEFORMAT DOC ID - 48048868.1

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Investment Agreement

As previously disclosed, on February 24, 2025, ContextLogic Inc., a Delaware corporation (the “Company”), entered into an investment agreement (the “Original Investment Agreement”) with ContextLogic Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Holdings”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (the “Investor”). On March 6, 2025, the Company entered into an Amended and Restated Investment Agreement (the “A&R Investment Agreement”) with Holdings and the Investor amending and restating the Original Investment Agreement. The A&R Investment Agreement provides for the issuance and sale by Holdings of an aggregate of up to 150,000 Class A convertible preferred units (the “Preferred Units”) for an aggregate purchase price of up to $150,000,000 (the “Investment Transaction”). An initial closing of the Investment Transaction occurred on March 6, 2025 (the “Initial Closing”) whereby Holdings issued and sold 75,000 Preferred Units to the Investor for an aggregate purchase price of $75,000,000. In connection with an Acquisition (as defined below), Holdings may, at its option, issue an additional 75,000 Preferred Units to the Investor for an aggregate purchase price of $75,000,000. The Company and Holdings intend to use the net proceeds from the issuance and sale of the Preferred Units as cash on hand to finance the future acquisition of assets or a target business (the “Acquisition”).

Preferred Units

The relative designations, rights, preferences, powers, restrictions, and limitations relating to the Preferred Units are set forth in that certain Amended and Restated Limited Liability Company Agreement of Holdings (the “A&R LLCA”) which was entered into at the Initial Closing. The Preferred Units have a preferred return rate of 4.00% per annum prior to the Acquisition, and 8.00% per annum thereafter, in each case accruing daily and, to the extent not paid in cash, compounds quarterly. The Preferred Units are convertible at the option of the holders of the Preferred Units into Class B common units (the “Common Units”) of Holdings at the Class A Conversion Ratio (as defined in the A&R LLCA) and subject to adjustment as set forth in the A&R LLCA. Pursuant to the A&R LLCA, the Preferred Units also have certain voting and consent rights and, commencing on or after the fifth (5th) anniversary of the Acquisition, subject to certain limitations, are subject to redemption at the option of Holdings. If no Acquisition has been consummated on or prior to the second (2nd) anniversary of the Initial Closing, the holders of the Preferred Units have the right to require Holdings to redeem all of the outstanding Preferred Units for cash.

Board Matters

Prior to the Initial Closing, Ted Goldthorpe and Mark Ward were appointed by the current members of the board of directors of the Company (the “Board”) to serve as directors on the Board and the Company agreed to maintain customary directors’ and officers’ liability insurance consistent with its past practice. If at any time following the Initial Closing, less than two persons affiliated with the Investor are serving on the Board, the Investor shall be entitled to appoint: (a) if the Investor holds at least 10% of the outstanding Common Units of Holdings on a fully diluted basis, up to one (1) observer to the Board and any committee thereof; and (b) if the Investor holds at least 20% of the outstanding Common Units of Holdings on a fully diluted basis, up to a total of two (2) observers to the Board.

Contribution

Prior to the Initial Closing, the Company entered into a contribution agreement with Holdings (the “Contribution Agreement”) pursuant to which the Company contributed $141,702,000 and committed to contribute an aggregate additional $5,000,000 in currently restricted cash in April and September of 2025 to Holdings in exchange for 26,332,115.38 Common Units.

The foregoing descriptions of the terms of the A&R Investment Agreement, the Preferred Units, the A&R LLCA and the Contribution Agreement, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the A&R Investment Agreement, the A&R LLCA and the Contribution Agreement, which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New Directors

On March 6, 2025, the Board appointed Ted Goldthorpe and Mark Ward as directors of the Board (collectively, the “New Directors”), with Mr. Goldthorpe serving as Chairman. Each of Mr. Goldthorpe and Mr. Ward were also appointed to the Compensation Committee and Nominating and Corporate Governance Committee of the Board. On March 10, 2025, the Board created the ad hoc Transformation Committee of the Board and appointed Mr. Bajaj, Mr. Goldthorpe and Mr. Ward, serving as Chairman.

The Board will continue to be divided into three classes, with Rishi Bajaj and Mark Ward serving as Class I directors for a term expiring at the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

Michael Farlekas, Marshall Heinberg and Ted Goldthorpe serving as Class II directors for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; and Elizabeth LaPuma and Richard Parisi serving as Class III directors for a term expiring at the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Ted Goldthorpe, age 48. Ted Goldthorpe is a Partner at BC Partners, where he leads BC Partners Credit, a platform that he co-founded in 2017. Previously, Ted was President at Apollo Investment Corporation, Chief Investment Officer of Apollo Investment Management, and Senior Portfolio Manager, U.S. Opportunistic Credit. At Apollo, he was also a member of the Senior Management Committee and oversaw its US Opportunistic Credit platform. Prior to this, Ted was a Managing Director of the Special Situations Group at Goldman Sachs and ran the Bank Loan and Distressed Investing Desk.

Mark Ward, age 30. Mark Ward is a Principal on the Credit team at BC Partners, having first joined the team in 2020. Prior to that Mark worked in the Restructuring Group at Houlihan Lokey.

Other than the A&R Investment Agreement as set forth in this Current Report, there are no arrangements or understandings between any of the New Directors and any other person pursuant to which any of the New Directors was selected as a director, and there are no transactions between any of the New Directors and the Company that would require disclosure under Item 404(a) of Regulation S-K.

As non-employee directors, each of the New Directors will receive compensation according to the Company’s non-employee director compensation program. In addition, the Company will enter into an indemnification agreement with each of the New Directors in connection with their appointment to the Board in substantially the form entered into with each of the other officers and directors of the Company, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2024 and incorporated by reference herein.

CEO Employment Agreement

On March 6, 2025, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved, and the Company entered into, an employment agreement for Mr. Rishi Bajaj to serve as the Company’s Chief Executive Officer, including a revised compensation package (the “Employment Agreement”), effective March 6, 2025 (the “Effective Date”). The Employment Agreement supersedes that certain Offer Letter, dated April 2, 2024, by and between Mr. Bajaj and the Company in its entirety. Under the terms of the Employment Agreement, Mr. Bajaj will continue to serve as Chief Executive Officer of the Company for a base salary of $550,000 per year with the potential for an annual bonus based on the achievement of specified performance criteria and in such amount, not to exceed 150% of base salary, as determined by the Compensation Committee.

On the Effective Date, Mr. Bajaj was awarded 2,372,216.60 Class P units (the “Class P Units”) in Holdings, consisting of (i) an award of 474,443.55 time-based Class P Units (the “Time Vesting Grant”) which will vest over time, in four (4) equal installments, subject to Mr. Bajaj’s continuous service, with 25% of the Time Vesting Grant vesting on the first anniversary of the Effective Date and an additional 25% on each anniversary thereafter; and (ii) an award targeted at 1,423,329.50 performance-based Class P Units (the “Performance Vesting Grant”) which will be earned and will vest based on the achievement of specified performance criteria, up to a maximum of 1,897,773.05 performance-based Class P Units, subject to Mr. Bajaj’s continuous service through the four (4) year anniversary of the Effective Date.

If Mr. Bajaj’s employment is terminated due his death or Disability (as defined in the Employment Agreement), then (a) Mr. Bajaj would be entitled to receive the earned but unpaid portion of any bonus earned in respect of any completed period prior to the date of termination; (b) the Time Vesting Grant will immediately vest upon termination; and (c) the Performance Vesting Grant will remain outstanding through the four (4) year anniversary of the Effective Date and will vest as follows: (A) 711,665.32 of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved; (B) 711,664.18 of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved; and (C) 474,443.55 of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved.

If Mr. Bajaj’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Mr. Bajaj for Good Reason (as such terms are defined in the Employment Agreement), then (a) Mr. Bajaj would be entitled to receive the earned but unpaid portion of any bonus earned in respect of any completed period prior to the date of termination; (b) the Time Vesting Grant will immediately vest upon termination; and (c) the Performance Vesting Grant will remain outstanding through the four (4) year anniversary of the Effective Date and will vest as follows: (A) 711,665.32 of the Class P Units will vest upon the later of (x) the two (2) year anniversary of the Effective Date or (y) the date the performance metrics applicable to such Class P Units are achieved; (B) 711,664.18 of the Class P Units will vest upon the later of (x) the three (3) year anniversary of the Effective Date or (y) the date the performance metrics applicable to such Class P Units are achieved; and (C) 474,443.55 of the Class P Units will vest upon the four (4) year anniversary of the Effective Date provided the performance metrics applicable to such Class P Units are achieved.

The receipt of the benefits described above are subject to Mr. Bajaj’s execution of the Company’s standard general release of claims.

The foregoing summary of the Employment Agreement for Mr. Bajaj does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Employment Agreement, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
10.1		A&R Investment Agreement, dated as of March 6, 2025, by and among ContextLogic Inc., ContextLogic Holdings, LLC and BCP Special Opportunities Fund III Originations LP.
10.2		Amended & Restated Limited Liability Company Agreement, dated as of March 6, 2025, among ContextLogic Holdings, LLC and the members named therein.
10.3		Contribution Agreement, dated as of March 6, 2025, by and between ContextLogic Inc. and ContextLogic Holdings, LLC.
10.4		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2024).
10.5		Employment Agreement, dated March 6, 2025, by and between ContextLogic Inc. and Rishi Bajaj.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ContextLogic Inc.

Date:	March 11, 2025	By:	/s/ Rishi Bajaj
			Rishi Bajaj Chief Executive Officer Principal Executive Officer

Execution Version

AMENDED AND RESTATED

INVESTMENT AGREEMENT

by and among

CONTEXTLOGIC HOLDINGS, LLC,

CONTEXTLOGIC INC.

and

BCP SPECIAL OPPORTUNITIES FUND III ORIGINATIONS LP

Dated as of March 6, 2025

TABLE OF CONTENTS

Page


Article I Definitions
Section 1.01	Definitions	1
Article II Purchase and Sale
Section 2.01	Purchase and Sale	6
Section 2.02	Closing	6
Section 2.03	Subsequent Closing.	8
Article III Representations and Warranties of the Company and Parent
Section 3.01	Organization; Standing; Subsidiaries	9
Section 3.02	Capitalization	9
Section 3.03	Authority; Non-contravention.	10
Section 3.04	Governmental Approvals	11
Section 3.05	Parent SEC Documents; Undisclosed Liabilities.	12
Section 3.06	Legal Proceedings	13
Section 3.07	Compliance with Laws; Permits	13
Section 3.08	Tax Matters	15
Section 3.09	No Rights Agreement; Anti-Takeover Provisions	16
Section 3.10	Employee and Labor Matters	16
Section 3.11	Absence of Material Changes	17
Section 3.12	Sale of Securities	17
Section 3.13	Listing and Maintenance Requirements	18
Section 3.14	Status of Securities	18
Section 3.15	Intellectual Property	18
Section 3.16	Data Security; Privacy	18
Section 3.17	Investment Company Act	19

TABLE OF CONTENTS

(cont’d)


Section 3.18	Labor Matters	19
Section 3.19	Insurance	19
Section 3.20	Indebtedness	19
Section 3.21	Material Contracts	19
Section 3.22	Real Property	20
Section 3.23	Broker and Other Advisors	20
Section 3.24	No Other Representations or Warranties	20
Article IV Representations and Warranties of the Investor
Section 4.01	Organization; Standing	21
Section 4.02	Authority; Non-contravention	21
Section 4.03	Governmental Approvals	21
Section 4.04	Litigation	21
Section 4.05	No Broker	22
Section 4.06	Sufficient Funds	22
Section 4.07	Arm’s Length Transaction.	22
Section 4.08	No “Bad Actor” Disqualification.	22
Section 4.09	Purchase for Investment	22
Section 4.10	No General Solicitation	23
Section 4.11	No Other Representations or Warranties	23
Article V Covenants
Section 5.01	Conduct of Business Pending Closing	23
Section 5.02	Access to Information	24
Section 5.03	Further Assurances; Support of Transaction	25
Section 5.04	[Reserved]	25
Section 5.05	Public Disclosure	25
Section 5.06	Board Matters	25
Section 5.07	Tax Matters	27
Section 5.08	Parent Cash Contribution	27

TABLE OF CONTENTS

(cont’d)


Section 5.09	Parent Stockholder Approval of New TopCo Structure	27
Section 5.10	State Securities Laws	28
Article VI Conditions
Section 6.01	Conditions to Each Party’s Obligations	29
Section 6.02	Conditions to the Obligations of the Investor	29
Section 6.03	Conditions to the Obligations of the Company	30
Section 6.04	Waiver of Conditions	30
Article VII Termination Procedures
Section 7.01	Termination	30
Article VIII Miscellaneous
Section 8.01	Amendments; Waivers	32
Section 8.02	Extension of Time, Waiver, Etc.	32
Section 8.03	Assignment	32
Section 8.04	Counterparts	32
Section 8.05	Entire Agreement; No Third-Party Beneficiaries	32
Section 8.06	Governing Law; Jurisdiction	33
Section 8.07	Specific Enforcement	33
Section 8.08	WAIVER OF JURY TRIAL	34
Section 8.09	Notices	34
Section 8.10	Severability	35
Section 8.11	Expenses	35
Section 8.12	Interpretation	36
Section 8.13	Non-Recourse	37
Section 8.14	Survival	38

iii

TABLE OF CONTENTS

(cont’d)

Exhibits

Exhibit A: Form of A&R LLCA

Exhibit B: Form of Contribution Agreement

AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of March 6, 2025 (this “Agreement”), by and among ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), ContextLogic Inc., a Delaware corporation (the “Parent”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (together with its successors and any Affiliate that becomes a party hereto pursuant to Section 8.03, the “Investor”).

WHEREAS, reference is hereby made to that certain Investment Agreement, dated as of February 24, 2025, by and among the Company, Parent and the Investor (the “Original Agreement”);

WHEREAS, the Company, Parent and the Investor desire to amend and restate the Original Agreement in its entirety to, among other things, amend certain representations, warranties, and agreements and attach a new form of A&R LLCA (as defined below); and

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to issue, sell and deliver to the Investor, and the Investor desires to purchase and acquire from the Company, up to an aggregate of 150,000 units of the Company’s Convertible Preferred Units (the “Preferred Units”) having the designation, preferences, rights, privileges, powers, terms and conditions, as specified in the form of the Amended and Restated Limited Liability Company Agreement attached hereto as Exhibit A (the “A&R LLCA”).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby amend and restate the Original Agreement in its entirety as follows:

Article I

Definitions

Section 1.01 Definitions. (a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Action” means any complaint, claim, charge, prosecution, indictment, action, suit, arbitration, audit, hearing, litigation, inquiry, investigation or proceeding (whether civil, criminal, administrative, investigative or informal) commenced, brought or asserted by any Person or group of Persons or Governmental Authority or conducted or heard by or before any Governmental Authority or any arbitration tribunal.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; provided, however, that the Company, Parent and their respective Subsidiaries shall not be deemed to be Affiliates of any Investor or any of its Affiliates. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person,

whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Audit Jurisdictions” means Alabama, Arkansas, Arizona, California, Colorado, Connecticut, District of Columbia, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Michigan, Maryland, Maine, Minnesota, Mississippi, Missouri, Montana, North Dakota, New Hampshire, New Jersey, New Mexico, New York State, New York City, North Carolina, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Vermont and Wisconsin.

“beneficially own,” “beneficial ownership of” or “beneficially owning” any securities shall have the meaning set forth in Rule 13d-3 of the rules and regulations under the Exchange Act; provided, that any Person shall be deemed to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately (including assuming conversion of all Preferred Units, if any, owned by such Person to Common Units).

“Board Information” has the meaning set forth in Section 5.06(b).

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

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

“Common Units” means the common units of the Company.

“Company Organizational Documents” means the Company’s certificate of formation and limited liability company agreement, as may be amended and restated from time to time.

“Contract” means any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Documents” means all material “employment benefit plans” as defined in Section 3(3) of ERISA that are maintained or sponsored by the Company, Parent or any of respective Subsidiaries for the benefit of their respective current or former employees and with respect to which the Company, Parent or any of their respective Subsidiaries have any liability.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fundamental Documents” means the certificate of incorporation, articles of organization, bylaws, limited liability company agreement, limited partnership agreement, operating agreement or equivalent formation and governance documents of any Person.

“GAAP” means generally accepted accounting principles in the United States, consistently applied.

“Governmental Authority” means any government, court, regulatory or administrative agency, commission, arbitrator (public or private) or authority or other legislative, executive, or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state, or local, domestic, foreign, or multinational.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Governmental Authority, including, but not limited to, any order, writ, judgment, decree, stipulation, determination, award or guideline issued by a Governmental Authority restricting business operations.

“Investor Material Adverse Effect” means any effect, change, event or occurrence that would reasonably be expected to, individually or in the aggregate, prevent or materially delay or impair (i) the consummation by the Investor of any of the Transactions on a timely basis or (ii) the ability of the Investor to perform its obligations under this Agreement.

“Investor Observers” has the meaning set forth in Section 5.06(b).

“Investor Related Party” means the Investor and any other financing sources of the Investor and any of the foregoing’s respective former, current or future Affiliates and any of the foregoing’s respective former, current or future, direct or indirect, officers, other fiduciary, directors, employees, affiliates, stockholders, equityholders, managers, members, partners, agents, attorneys, advisors, lenders or other representatives or any of the foregoing’s respective successors or assigns.

“IRS” means the United States Internal Revenue Service.

“Law” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations any permits of, and agreements with, any Governmental Authority.

“Lien” means, with respect to any real, tangible, intangible or mixed Property or asset of any Person, any deed of trust, mortgage, lien, security interest, pledge, charge or encumbrance in the nature of security in respect of such real, tangible, intangible or mixed Property or asset, including the interests of a vendor or lessor under any conditional sale, capital lease or other title retention arrangement.

“Material Adverse Effect” means any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, consolidated financial position, consolidated stockholders’ equity or consolidated results of operations of the Company, Parent and its Subsidiaries, taken as a whole, or (ii) the ability of the Company and Parent to perform their obligations under this Agreement, including the Sale, or to consummate the transactions contemplated in the Transaction Documents.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New TopCo Structure” means the formation of a new parent corporation of Parent (“New TopCo”), provided that the Fundamental Documents of New TopCo will contain provisions functionally equivalent to the Fundamental Documents of Parent in all material respects, other than the New TopCo Fundamental Documents will contain a prohibition on the transfer of common stock (or equivalent class of equity securities) of New TopCo which would result in an “ownership shift” within the meaning of Section 382(g) of the Code.

“Ordinary Course of Business” means the ordinary and usual course of operations of the business of Parent, the Company and their respective Subsidiaries taken as a whole consistent with past practice.

“Parent’s Board” means Parent’s board of directors.

“Parent’s Charter Documents” means Parent’s certificate of incorporation and bylaws, as amended as of the date of this Agreement.

“Parent Common Stock” means Class A common stock, par value $ 0.0001 per share, of Parent.

“Person” means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, or any other entity, including a Governmental Authority.

“Property” means, as to any Person, all types of personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent balance sheet of such Person and its Subsidiaries under GAAP.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary,” when used with respect to any Person, means any corporation, limited liability company, partnership, association, trust or other entity of which (x) securities or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) or (y) sufficient voting rights to elect at least a majority of the board of directors or other governing body are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Tax” or “Taxes” means any and all United States federal, state, local or non-United States taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, Property, sales, use, capital stock or equity interests, payroll, employment, social security,

workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; license, registration and documentation fees; and customs duties, tariffs and similar charges, together with any interest, penalties, and additions to tax imposed by any Governmental Authority.

“Tax Return” means returns, reports, claims for refund, declarations of estimated Taxes and information statements, including any schedule or attachment thereto or any amendment thereof, with respect to Taxes filed or required to be filed with any Taxing Authority, including consolidated, combined, and unitary tax returns.

“Taxing Authority” means any Governmental Authority or any subdivision, agency, commission, or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Transaction Documents” means this Agreement, the A&R LLCA and all other documents, certificates or agreements executed in connection with the transactions contemplated by this Agreement or the A&R LLCA in effect at Closing.

“Transactions” means the transactions expressly contemplated by this Agreement and the other Transaction Documents.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“WARN Act” means the Worker Adjustment and Retraining Notification Act or any similar state, local provincial or foreign law.

“Wish Purchase Agreement” means the Asset Purchase Agreement between Qoo10 Inc., ContextLogic Inc. and Qoo10 Pte. Ltd., dated February 10, 2024.

(b) The words “date hereof”, “date of this Agreement” and words of similar import shall refer to February 24, 2025.

(c) In addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections set forth below:


Term	Section
Acquired Units	2.03
Agreement	Preamble
Anti-Corruption Laws	3.07(d)
A&R LLCA	Preamble
Balance Sheet Date	3.20
Bankruptcy and Equity Exception	3.03(a)
Cash and Cash Equivalents	3.02(g)
Closing	2.02(a)
Closing Date	2.02(a)
Closing Units	2.01


Term	Section
Company	Preamble
End Date	7.01(b)
Investor	Preamble
Investor Advisors	5.02
Investor Indemnitors	5.06(b)
IT Systems	3.16
Money Laundering Laws	3.07(f)
Net Operating Losses	3.08(e)
Organizational Documents	5.06(b)
Parent	Preamble
Parent Cash Contribution	5.08
Plan	3.09
Contribution Agreement	2.02(b)(ii)(2)
Parent Lease	3.22
Parent Proxy Statement	5.09(b)
Parent SEC Documents	3.05(a)
Parent Stock Plans	3.02(d)
Parent Stockholder Meeting	5.09(a)
Preferred Units	Recitals
Protected Information	3.16
Purchase Price	2.01
Purchased Units	2.01
Sale	2.01
Sanctions	3.07(b)
Sarbanes-Oxley Act	3.05(c)
Stock Options	3.02(h)
Subsequent Closing	2.03
Subsequent Closing Date	2.03
Subsequent Closing Notice	2.03
Subsequent Closing Purchase Price	2.03
Subsequent Closing Units	2.01

Article II

Purchase and Sale

Section 2.01 Purchase and Sale. On the terms of this Agreement and subject to the conditions set forth herein, the Investor shall purchase and acquire from the Company, and the Company shall issue, sell and deliver to the Investor, an aggregate of 150,000 Preferred Units (the “Purchased Units”) free and clear of all Liens (except restrictions imposed by the Securities Act and any applicable state securities Laws and any restrictions imposed pursuant to the A&R LLCA) (the “Sale”) for a purchase price per Preferred Unit equal to $1,000.00 and an aggregate purchase price of $150,000,000 (such aggregate purchase price, the “Purchase Price”), consisting of a $75,000,000 investment for 75,000 Purchased Units pursuant to Section 2.02 hereof (the “Closing

Units”) and up to a $75,000,000 investment for up to 75,000 Purchased Units pursuant to Section 2.03 hereof (the “Subsequent Closing Units”).

Section 2.02 Closing.

(a) The closing of the Sale and purchase of 75,000 Closing Units (the “Closing”) shall occur on the third (3rd) Business Day after the date upon which all conditions set forth in Article VI hereof have been satisfied or (if permissible) waived (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), or at such other place, date and time as the parties hereto may agree in writing (email to suffice); provided, however, that the parties hereto intend to, and will use reasonable best efforts to, cause the Closing to occur on or prior to the End Date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

(b) At or prior to the Closing:

(i) the Company shall:

(1) deliver to the Investor (A) the Purchased Units in the name of the Investor, free and clear of all Liens (except restrictions imposed by the Securities Act and any applicable state securities Laws and any restrictions imposed pursuant to the A&R LLCA) and evidence reasonably acceptable to such Investor representing the ownership by such Investor of such number of Preferred Units, (B) a counterpart of the A&R LLCA, duly executed by the Company, (C) a certificate, dated as of the Closing Date, duly executed by the Managing Member of the Company, certifying that (i) true and complete copies of the Company Organizational Documents as in effect on the Closing Date are attached to such certificate and (ii) true and complete copies of the resolutions of the Company, authorizing the Transaction Documents and the Transactions, including the issuance of Common Units in connection with the Parent Cash Contribution and the issuance of the Purchased Units and (D) a contribution agreement duly executed by Parent and the Company (the “Contribution Agreement”), the form of which is attached hereto as Exhibit B, and all certificates delivered in connection therewith, in each case as of the Closing (which resolutions are still in effect as set forth therein);

(2) pay the expense reimbursement amount set forth in Section 8.11 to the Investor (or its designee), by wire transfer in immediately available U.S. federal funds, to the account(s) designated by the Investor in writing at least one (1) Business Day prior to the Closing Date;

(ii) the Parent shall:

(1) take all actions necessary and appropriate to cause the Parent’s Board to be compromised of the individuals as of the Closing as provided for in Section 5.06;

(2) deliver to the Investor, (A) a counterpart of the A&R LLCA, duly executed by the Parent, (B) a certificate, dated as of the Closing Date, duly executed

by an authorized officer of Parent, certifying that (i) true and complete copies of Parent’s Charter Documents as in effect on the Closing Date are attached to such certificate and (ii) true and complete copies of the resolutions of Parent’s Board authorizing the Transaction Documents and the Transactions, including the Parent Cash Contribution (which resolutions are still in effect as set forth therein) and (C) the Contribution Agreement and all certificates delivered in connection therewith;

(iii) the Parent Cash Contribution shall have been, or simultaneously with the Closing will have been, made in accordance with the A&R LLCA and the Contribution Agreement; and

(iv) the Investor shall:

(1) pay the Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing prior to the execution of this Agreement; and

(2) deliver to the Company and the Parent, to the extent also a party thereto, (A) a counterpart of the A&R LLCA, duly executed by the Investor, and (B) a duly executed, valid, accurate and properly completed IRS Form W-9.

Section 2.03 Subsequent Closing.

(a) Upon forty-five (45) days’ prior written notice (the “Subsequent Closing Notice”) to the Investor, in connection with the consummation of an Acquisition (as defined in the A&R LLCA), upon the Company’s sole election, the Investor shall purchase and acquire from the Company up to 75,000 Subsequent Closing Units (together with the Closing Units, the “Acquired Units” ) for a purchase price per Preferred Unit equal to $1,000.00 and an aggregate purchase price of $75,000,000 (the “Subsequent Closing Purchase Price”) (such transaction, the “Subsequent Closing”). The Subsequent Closing Notice shall set forth (i) the place, date and time scheduled for the Subsequent Closing (the “Subsequent Closing Date”), (ii) the number of Subsequent Closing Units to be purchased by the Investor, and (iii) any information or instructions deemed reasonably necessary by the Company in connection therewith.

(b) At or prior to the Subsequent Closing:

(i) the Company and Parent shall:

(1) take all such actions to be taken by the Company and Parent applicable to the Subsequent Closing as set forth in Sections 2.02(b) except with respect to the Parent Cash Contribution and delivery of the Contribution Agreement; and

(ii) the Investor shall:

(1) pay the Subsequent Closing Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing prior to the execution of this Agreement.

Article III

Representations and Warranties of the Company and Parent

Each of the Company and Parent, severally and not jointly, and solely to the extent such representation and warranty is applicable thereto, represent and warrant to the Investor, as of the date hereof and as of the Closing Date or Subsequent Closing Date, as applicable, that, except as disclosed in Parent SEC Documents (as defined below), other than any disclosures set forth in the “Risk Factors” or forward-looking statement sections of such Parent SEC Documents and any other disclosures included therein solely to the extent they are predictive or forward looking in nature:

Section 3.01 Organization; Standing; Subsidiaries.

(a) Each of the Company and Parent (i) is duly organized and validly existing and in good standing under the Laws of the State of Delaware, with such limited liability company or corporate power and authority, as applicable, to own its properties and conduct its business; (ii) is duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept exists) under the Laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing and after giving effect to the Transactions, including the Parent Cash Contribution, Parent is a holding company and has no material operations other than with respect to its direct ownership of securities of the Company.

(b) The Company is the sole Subsidiary of Parent, and the Company has no Subsidiaries.

Section 3.02 Capitalization.

(a) As of the Closing and after giving effect to the Closing and the Parent Cash Contribution, the only issued and outstanding equity interests or warrants, options or other rights to acquire equity interests of the Company authorized, issued and outstanding are: (i) 26,332,115.38 Common Units issued and outstanding and held by Parent, (ii) 75,000 Preferred Units issued and outstanding and held by the Investor and (iii) 2,372,216.60 Class P Units issued and outstanding and held by the Class P Member (as defined in the A&R LLCA).

(b) The Acquired Units to be issued and sold by the Company to the Investor hereunder have been duly and validly authorized and, when issued and delivered against

payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable (to the extent such concepts are applicable); and the issuance of the Acquired Units is not subject to any preemptive rights, rights of first refusal or similar rights.

(c) Except as described in this Section 3.02, as of the Closing, there are not issued, reserved for issuance or outstanding (i) any securities or other equity securities of, or voting interests in, the Company or Parent, (ii) any securities convertible into or exchangeable or exercisable for securities or other equity securities of, or voting interests in, the Company, Parent or any of their respective Subsidiaries or (iii) any warrants, calls, options rights, or other commitments or agreements to acquire any of the foregoing.

(d) As of the Closing, except for any shares of Parent Common Stock issuable with respect to any equity grants previously made pursuant to the stock-based compensation plans of Parent existing as of the Closing Date (the “Parent Stock Plans”), there are no outstanding obligations of Parent, the Company or any of their Subsidiaries to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any securities, other equity securities or securities convertible into or exchangeable or exercisable for securities or other equity securities of the Company or (ii) repurchase, redeem or otherwise acquire any such securities.

(e) Except for the Transaction Documents, there are no outstanding equityholder agreements, voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any equity interests or otherwise governing the terms of any equity interests of the Company.

(f) The relative designations, rights, preferences, powers, restrictions, and limitations relating to the Preferred Units are set forth in the A&R LLCA.

(g) As of the Closing and after giving effect to the Transactions, including the Parent Cash Contribution, (i) Parent shall have $7,592,000 in cash and cash equivalents on hand (the “Cash and Cash Equivalents”) and (ii) the Company shall have $141,702,000 in Cash and Cash Equivalents on hand.

(h) At the close of business on February 21, 2025, (i) 26,313,619 shares of Parent Common Stock were issued and outstanding, (ii) 4,080,256 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plans, (iii) 598,099 shares of Parent Common Stock were subject to issuance pursuant to restricted stock units granted pursuant to the Parent Stock Plans, and (iv) 366,929 shares of Parent Common Stock were subject to issuance upon exercise of stock options granted pursuant to the Parent Stock Plans (“Stock Options”).

Section 3.03 Authority; Non-contravention.

(a) Each of the Company and Parent have all necessary limited liability company power or corporate power and authority, as applicable, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform their respective obligations hereunder and thereunder and to consummate the Transactions. The

execution, delivery and performance by the Company and Parent of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the Transactions, have been duly authorized by the Company and by Parent, as applicable. No other action on the part of (i) the Company or Parent (in its capacity as the sole member of the Company) or (ii) Parent and its stockholders is necessary to authorize the execution, delivery and performance by the Company and Parent of this Agreement, the other Transaction Documents to which it is a party and the consummation by each of the Company and Parent of the Transactions, other than pursuant to Section 5.06 herein. This Agreement has been duly executed and delivered by the Company and Parent and, assuming due authorization, execution and delivery hereof by the Investor, constitutes a legal, valid and binding obligation of each of the Company and Parent, enforceable against each of the Company and Parent in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (the “Bankruptcy and Equity Exception”).

(b) The Sale and the compliance by each of the Company and Parent with this Agreement, the other Transaction Documents to which it is a party and the consummation of the Transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or Parent is a party or by which the Company or Parent is bound or to which any of the Property or assets of the Company or Parent is subject, (B) the certificate of incorporation or by-laws of the Parent or the certificate of formation or A&R LLCA of the Company, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or Parent or any of their properties, except, in the case of clauses (A) and (C), for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Neither the Company nor Parent is (i) in violation of its organizational documents, (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, Parent or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.04 Governmental Approvals. Except for (a) filings by Parent with the SEC under the Exchange Act and (b) compliance with any applicable state securities or blue sky Laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority or any stock market or stock exchange is necessary for the Sale by the Company, the performance by each of the Company or Parent of its obligations hereunder, and under the Transaction Documents to which it is a party and the consummation by each of the Company or Parent of the Transactions contemplated by this Agreement, and the other

Transaction Documents, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.05 Parent SEC Documents; Undisclosed Liabilities.

(a) Parent has filed with the SEC, on a timely basis, all required reports, schedules, forms, statements, and other documents required to be filed by Parent with the SEC pursuant to the Exchange Act since December 31, 2022 (the “Parent SEC Documents”). As of their respective SEC filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, (i) none of Parent’s Subsidiaries (including the Company) is required to file any documents with the SEC, (ii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Parent SEC Documents and (iii) to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents is accurate and complete, and complies as to form and content in all material respects with all applicable Laws.

(b) The financial statements included in the Parent SEC Documents, together with the related schedules and notes, present fairly in all material respects the financial position of Parent and its consolidated Subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries for the periods specified; the financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The selected consolidated financial data and the summary consolidated financial information included in the Parent SEC Documents present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Parent SEC Documents under the Securities Act or the rules and regulations promulgated thereunder. All disclosures contained in the Parent SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

(c) Parent maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) is designed to comply with the requirements of the Exchange Act applicable to Parent, (ii) has been designed

by Parent’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and (iii) is designed to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed in the Parent SEC Documents, Parent’s internal control over financial reporting is effective and Parent is not aware of any material weaknesses in its internal control over financial reporting (it being understood that this subsection shall not require Parent to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) as of an earlier date than it would otherwise be required to so comply under applicable Law).

(d) Since the date of the latest audited financial statements, there has been no change in Parent’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, Parent’s internal control over financial reporting.

(e) Parent maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to comply with the requirements of the Exchange Act applicable to Parent; such disclosure controls and procedures have been designed to ensure that material information relating to Parent and its Subsidiaries is made known to Parent’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

Section 3.06 Legal Proceedings. There are no legal or governmental proceedings pending to which the Company, Parent or any of their respective Subsidiaries or, to Parent’s knowledge, any executive officer, director or manager of the Company or Parent, is a party or of which any Property of the Company, Parent or any of their respective Subsidiaries or, to Parent’s knowledge, any executive officer, director or manager of the Company or Parent, is the subject which, if determined adversely to the Company, Parent or any of their respective Subsidiaries (or such officer, director or manager), would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to Parent’s knowledge, no such proceedings are threatened by any Governmental Authority or others.

Section 3.07 Compliance with Laws; Permits.

(a) The Company, Parent possess all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities having jurisdiction over the Company, Parent that are necessary for the conduct of their respective businesses, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Parent has not received written notice of any

revocation or modification of any such license, certificate, permit or authorization, except where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the Company, Parent or any of their respective Subsidiaries is, or is owned and controlled by, nor, to the knowledge of Parent or the Company, any director, manager, officer, employee acting on behalf of the Company, Parent or any of their respective Subsidiaries, is, or is owned or controlled by, a person that is, currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union, His Majesty’s Treasury, the United Nations Security Council or other relevant sanctions authority (collectively, “Sanctions”), nor are the Company or Parent located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, the Kherson, Zaporizhzhia, or any other covered region of Ukraine identified pursuant to Executive Order 14065, and the Company will not directly or indirectly use the proceeds of the offering of the Acquired Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, except to the extent as permitted under applicable Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(c) Each of the Company, Parent and its Subsidiaries has not, and is not, engaged in any transactions or dealings with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions, except to the extent as permitted under applicable Sanctions.

(d) None of the Company, Parent or any of their respective Subsidiaries nor to the knowledge of Parent or the Company, any director, manager, officer, agent, employee, affiliate or other person while acting on behalf of the Company, Parent or any of their respective Subsidiaries has (i) directly or indirectly made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful benefit or expense to any government official, including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (ii) made, offered, promised or authorized any direct or indirect unlawful payment to any government official; or (iii) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption Law (collectively, the “Anti-Corruption Laws”).

(e) The Company, Parent and their respective Subsidiaries have conducted their businesses in compliance in all material respects with applicable Anti-Corruption

Laws and have instituted and maintained and continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such Laws.

(f) The operations of the Company, Parent and their respective Subsidiaries are and have been conducted at all times in compliance in all material respects with the requirements of applicable anti-money laundering Laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering Laws of the various jurisdictions in which the Company, Parent and their respective Subsidiaries conduct business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, Parent or any of their respective Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of Parent, threatened.

Section 3.08 Tax Matters.

(a) Except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect: Parent, the Company and their respective Subsidiaries have prepared (or caused to be prepared) and timely filed (taking into account valid extensions of time within which to file) all Tax Returns required to be filed by any of them, and all such filed Tax Returns (taking into account all amendments thereto) are true, complete and accurate. All Taxes owed by Parent, the Company and their respective Subsidiaries that are due (whether or not shown on any Tax Return) have been timely paid except for Taxes which are being contested in good faith by appropriate proceedings which have been adequately reserved against in accordance with GAAP. No examination or audit of any Tax Return relating to any Taxes of Parent, the Company or any of their respective Subsidiaries or with respect to any Taxes due from or with respect to Parent, the Company or any of their respective Subsidiaries by any Taxing Authority is currently in progress or threatened in writing, except for the ongoing state sales tax audits in connection with the Wish Purchase Agreement. None of Parent, the Company or any of their respective Subsidiaries has engaged in, or has any liability or obligation with respect to, any “reportable transaction” under Section 6011 of the Code and the Treasury Regulations thereunder.

(b) None of Parent, the Company or their respective Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was or was purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

(c) As of the date hereof, the Company is classified as an entity disregarded as separate from Parent for U.S. federal income tax purposes and no election has been filed pursuant to Treasury Regulations Section 301.7701-3 with respect to the Company to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes.

(d) Since the close of December 31, 2017, none of Parent or any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382(g) of the Code. None of the net operating losses of the Parent or any of its Subsidiaries are subject to a limitation under Section 382 of the Code and the applicable Treasury Regulations, except for the

limitations arising in connection with the prior ownership changes (as defined in Section 382(g) of the Code) that took place on May 11, 2012, June 23, 2014 and November 29, 2017.

(e) As of December 31, 2024, Parent has no fewer than $2.886 billion of U.S. federal net operating losses and $9.1 billion of U.S. pre-apportionment state net operating losses (collectively, the “Net Operating Losses”).

(f) All material income taxes for which Parent is liable in respect of the 2024 taxable year have been fully satisfied through estimated tax payments made prior to the date hereof, except for taxes in the Audit Jurisdictions, which are not expected to be more than $125,000.

(g) Each of Parent, the Company and their respective Subsidiaries have timely and property paid or have withheld and remitted to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. Each of Parent, the Company and their respective Subsidiaries have complied with all information reporting and backup withholding provisions of applicable law.

(h) None of Parent, the Company nor any of their respective Subsidiaries is a party to or bound by a tax sharing agreement.

(i) None of Parent, the Company nor any of their respective Subsidiaries has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii).

(j) No closing agreement pursuant to Section 7121 of the Code (or any similar provisions of state, local or foreign Law) or any private letter rulings, technical advance memoranda or similar agreements or rulings with respect to Taxes has been entered into by or with respect to Parent, the Company or any of their respective Subsidiaries that still has any effect.

(k) There are no Liens in connection with Taxes (other than Taxes not yet due and payable upon any of the assets or properties of Parent, the Company or any of their respective Subsidiaries).

(l) The cumulative owner shift change percentage in the shares of Parent (calculated in accordance with Section 382(g) of the Code and the applicable Treasury Regulations) was no more than 15% as of February 15, 2025.

Section 3.09 No Rights Agreement; Anti-Takeover Provisions. The Company and Parent are not party to a stockholder rights agreement, equityholders rights agreement, “poison pill” or similar anti-takeover agreement or plan (other than that certain Tax Benefits Preservation Plan, dated as of February 10, 2024, by and between Parent and Equiniti Trust Company, LLC (the “Plan”), under which Plan neither the Investor nor any of its Affiliates shall be considered an “Acquiring Person” and which Plan shall not otherwise be triggered by the Sale or other Transactions).

Section 3.10 Employee and Labor Matters. Except where the failure to comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the Company, Parent and their respective Subsidiaries are in compliance with all applicable laws relating to labor and employment, including, without limitation, fair employment practices, terms and conditions of employment, and wages and hours, and with the terms of the ERISA Documents, and (b) each such ERISA Document is in compliance with all applicable requirements of ERISA. Since December 31, 2023, there have not been any strikes, labor disputes, lockouts, slowdowns or other material labor disputes against the Company, Parent, their respective Subsidiaries pending, or to the knowledge of the Company or Parent, threatened. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not and will not give rise to any right of termination or any payment right under any employment or consulting agreement to which the Company, Parent or any of their respective Subsidiaries is a party or any right of renegotiation on the part of any union under any collective bargaining agreement by which the Company, Parent or any of their respective Subsidiaries is bound. None of the Company, Parent and their respective Subsidiaries have (i) engaged in any plant closing, work force reduction, or other reduction in force that to the knowledge of the Company, Parent or their respective Subsidiaries has resulted or could reasonably be expected to result in material Liability under the WARN Act or any other applicable United States Law or local, provincial or state Law with respect to the employees or (ii) been issued any written notice that any such Action is to be brought in the future with respect to the employees.

Section 3.11 Absence of Material Changes. None of the Parent or any of its respective Subsidiaries have sustained since the date of the latest audited financial statements any material loss or interference with its business, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and there has not been (i) any increase in the long-term debt of Parent and its Subsidiaries, or (ii) any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, consolidated financial position, consolidated stockholders’ equity or consolidated results of operations of Parent and its Subsidiaries, or (y) the ability of either Parent or the Company to perform its obligations under this Agreement, including the Sale, or to consummate the Transactions contemplated hereby and by the Transaction Documents to which it is a party, the effect of which, in any such case, would be reasonably expected to have a Material Adverse Effect.

Section 3.12 Sale of Securities. Assuming the accuracy of the representations and warranties set forth in Article IV, the offer of the Acquired Units and the Sale pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. Without limiting the foregoing, none of Parent, the Company or, to the knowledge of the Parent or the Company, any other Person authorized by Parent or the Company to act on their behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of Preferred Units, and none of Parent, the Company or, to the knowledge of the Parent or the Company, any other Person authorized by Parent or the Company to act on their behalf has made any offers or sales of

any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Preferred Units under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Preferred Units under this Agreement to be integrated with other offerings by the Company.

Section 3.13 Listing and Maintenance Requirements. Parent Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on the Nasdaq Global Select Market, and Parent has taken no action designed to, or which to the knowledge of Parent is reasonably likely to have the effect of, terminating the registration of Parent Common Stock under the Exchange Act or delisting Parent Common Stock from the Nasdaq Global Select Market, nor has Parent received as of the date of this Agreement any notification that the SEC or Nasdaq is contemplating terminating such registration or listing or otherwise. The Transactions are in compliance with the applicable listing requirements and corporate governance rules and regulations of Nasdaq.

Section 3.14 Status of Securities. The Acquired Units to be issued pursuant to this Agreement, and the Common Units to be issued upon conversion of the Acquired Units, have been duly authorized and reserved for issuance by all necessary limited liability company action of the Company. The respective rights, preferences, privileges and restrictions of the Preferred Units and the Common Units are as stated in the A&R LLCA.

Section 3.15 Intellectual Property. To the knowledge of Parent, Parent owns or has valid, binding and enforceable licenses or other rights to practice or use all patents and patent applications, copyrights, trademarks, trademark registrations, service marks, service mark registrations, trade names, service names and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other technology and intellectual property rights necessary for the conduct, or the proposed conduct, of the business of Parent, except where the failure to have any of the foregoing would not reasonably be expected to have a Material Adverse Effect.

Section 3.16 Data Security; Privacy. Except as would not reasonably be expected to have a Material Adverse Effect, the Company’s, Parent’s and their respective Subsidiaries’ information technology assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company, Parent and their respective Subsidiaries as currently conducted, to Parent’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company, Parent and their respective Subsidiaries maintain controls, policies, procedures and safeguards to maintain and protect their confidential information and the privacy, confidentiality, integrity, continuous operation, redundancy and security of all IT Systems and data (in each case, under the control of Parent or any other entity performing services for Parent) used in connection with the operation of the Company, Parent or their respective Subsidiaries (including any information that relates to an identified or identifiable individual or is otherwise considered “personal information,” “personally identifiable information” or “personal

data” under applicable Law, sensitive data, confidential information or regulated data in any form (collectively, the “Protected Information”)). There have been no actual or suspected security breaches or attacks, violations, outages, accidental or unlawful destruction, loss, alteration or unauthorized uses or disclosures of or access to any IT Systems or Protected Information, or any other material incidents or compromises of or relating to any IT Systems or Protected Information, and Parent has not received any notifications by any third parties of any of the foregoing, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Section 3.17 Investment Company Act. The Company is not and, after giving effect to the Sale and the application of the proceeds will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

Section 3.18 Labor Matters. No labor disturbance by or dispute with current or former employees of Parent or its Subsidiaries exists or, to Parent’s knowledge, is contemplated or threatened, except as would not reasonably be expected to have a Material Adverse Effect. Neither Parent nor any of its Subsidiaries is party to any collective bargaining agreement.

Section 3.19 Insurance. Parent and its Subsidiaries have insurance covering their respective properties, operations, personnel and business, including business interruption insurance, in such amounts and that insures against such losses and risks as are reasonable and is ordinary and customary for comparable companies in the same or similar businesses as determined by Parent; and Parent believes are adequate to protect Parent and its Subsidiaries; and (i) none of Parent or any of its Subsidiaries have received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance and (ii) Parent does not have any reason to believe that it will not be able to renew any existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

Section 3.20 Indebtedness. Neither Parent nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of Parent (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of Parent and its Subsidiaries as of September 30, 2024 (the “Balance Sheet Date”) included in the Parent SEC Documents or (ii) incurred after the Balance Sheet Date in the ordinary course of business (other than any such liabilities related to any breach of contract, violation of Law or tort) and that are otherwise not material to Parent and its Subsidiaries, taken as a whole. Parent and its Subsidiaries do not have any indebtedness for borrowed money that is owed to any Person (other than the Parent or any of its Subsidiaries) and has not guaranteed any other Person’s indebtedness for borrowed money.

Section 3.21 Material Contracts. Parent and its Subsidiaries are not party to any Contract that produces revenue, contemplates expenditures or is otherwise material to the business of Parent and its Subsidiaries, taken as a whole, other than those related to the Company’s investment in Cash Equivalents and Marketable Securities (each as defined pursuant to GAAP).

Section 3.22 Real Property. Except for the lease of the Parent’s previous headquarters (the “Parent Lease”), neither Parent nor any of its Subsidiaries own or lease any real Property. The Parent Lease is valid, binding and enforceable on Parent, and to the knowledge of Parent, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Parent, and, to the knowledge of Parent, any other party thereto, is in compliance in all material respects with the Parent Lease and has performed all obligations required to be performed by it, except where such noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

Section 3.23 Broker and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection therewith, in connection with the this Agreement and the other Transaction Documents based upon arrangements made by or on behalf of the Investor, except for Persons, if any, whose fees and expenses will be paid by the Investor.

Section 3.24 No Other Representations or Warranties. Except for the representations and warranties made by the Company and Parent in this Article III, in any Transaction Documents to which it is a party, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Parent nor the Company nor any other Person acting on their behalf makes any other express or implied representation or warranty with respect to the Preferred Units, the Common Units, the Company, Parent or any of its Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Investor of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Investor acknowledges the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Company and Parent in this Article III, the Transaction Documents to which it is a party, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither Parent nor the Company nor any other Person makes or has made any express or implied representation or warranty to the Investor with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, Parent, any of its Subsidiaries or their respective businesses or (b) any oral or written information presented to the Investor in the course of its due diligence investigation of Parent, the Company, the negotiation of this Agreement or the course of the Transactions or any other transactions or potential transactions involving Parent, the Company and the Investor.

Article IV

Representations and Warranties of the Investor

The Investor represents and warrants to the Company and Parent, as of the date hereof and as of the Closing Date or Subsequent Closing Date, as applicable:

Section 4.01 Organization; Standing. The Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as presently conducted.

Section 4.02 Authority; Non-contravention.

(a) The Investor has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Sale. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the Sale have been duly authorized and approved by all necessary action on the part of the Investor. This Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution, and delivery hereof by the Company and Parent, constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

(b) Neither the execution and delivery of this Agreement by the Investor, nor the consummation of the Sale by the Investor, nor performance or compliance by the Investor with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of the Investor or (ii) violate any Law or judgment applicable to the Investor or (iii) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any contract to which the Investor is a party or accelerate the Investor’s obligations under any such contract, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have an Investor Material Adverse Effect.

Section 4.03 Governmental Approvals. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement and the other Transaction Documents by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Investor’s ability to consummate the Transactions.

Section 4.04 Litigation. As of the date of this Agreement, there are no actions pending or, to the knowledge of the Investor, threatened against the Investor that seek to enjoin,

or would reasonably be expected to have the effect of preventing or making illegal, any of the transactions contemplated by the Transaction Documents.

Section 4.05 No Broker. No agent, broker, investment banker, financial advisor or other firm or Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or any other commission or similar fee, or the reimbursement of expenses in connection therewith, in connection with any of the Transactions based upon arrangements made by or on behalf of the Investor or any of its Affiliates.

Section 4.06 Sufficient Funds. As of the Closing, the Investor will have available funds necessary to consummate the purchase of the Acquired Units.

Section 4.07 Arm’s Length Transaction. The Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Parent with respect to the Transactions.

Section 4.08 No “Bad Actor” Disqualification. The Investor has not taken any of the actions set forth in, and is subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.

Section 4.09 Purchase for Investment. The Investor acknowledges that the offer and sale of the Acquired Units and the Common Units issuable upon the conversion of the Acquired Units have not been and will not be registered under the Securities Act or under any state or other applicable securities Laws. The Investor (a) acknowledges that it is acquiring the Acquired Units and the Common Units issuable upon the conversion of the Acquired Units pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer or otherwise dispose of any of the Acquired Units or the Common Units issuable upon the conversion of the Acquired Units, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Acquired Units and the Common Units issuable upon the conversion of the Acquired Units and of making an informed investment decision, (d) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (e) (1) has reviewed the information that it considers necessary or appropriate to make an informed investment decision with respect to the Acquired Units and the Common Units issuable upon conversion of the Acquired Units, (2) has had an opportunity to discuss with the Company and Parent the intended business and financial affairs of the Company and Parent and to obtain information necessary to verify the information furnished to it or to which it had access and (3) can bear the economic risk of (i) an investment in the Acquired Units and the Common Units issuable upon the conversion of the Acquired Units indefinitely and (ii) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Acquired Units and the Common Units issuable upon the conversion of the Acquired Units.

Section 4.10 No General Solicitation. The Investor acknowledges and agrees that the Investor is purchasing the Acquired Units directly from the Company. Investor became aware of this offering of the Acquired Units solely by means of direct contact from the Parent or directly from the Company as a result of a pre-existing, substantive relationship with the Parent or the Company, and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of such persons. The Acquired Units were offered to Investor solely by direct contact between Investor and the Company, the Parent and/or their respective representatives. Investor did not become aware of this offering of the Acquired Units, nor were the Acquired Units offered to Investor, by any other means, and none of the Company, the Parent and/or their respective representatives acted as investment advisor, broker or dealer to Investor. The Investor is not purchasing the Acquired Units as a result of any general or public solicitation or general advertising, or publicly disseminated advertisement, article, notice or other communication regarding the Acquired Units published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement, including any of the methods described in Section 502(c) of Regulation D under the Securities Act.

Section 4.11 No Other Representations or Warranties. Except for the representations and warranties made by the Investor in this Article IV, in any Transaction Documents to which it is a party, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither the Investor nor any other Person acting on its behalf makes any other express or implied representation or warranty with respect to the Investor or any of its Affiliates or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure to the Company or Parent of any documentation, forecasts or other information with respect to any one or more of the foregoing, and the Company and Parent acknowledge the foregoing. In particular, and without limiting the generality of the foregoing, except for the representations and warranties made by the Investor in this Article IV, in any Transaction Documents to which it is a party, or in any certificate or other document delivered in connection with this Agreement or the Transaction Documents, neither the Investor nor any other Person makes or has made any express or implied representation or warranty to the Company or Parent with respect to any oral or written information presented to the Company or Parent in the course of the negotiation of this Agreement or the course of the Sale or any other transactions or potential transactions involving the Company, Parent and the Investor.

Article V

Covenants

Section 5.01 Conduct of Business Pending Closing.

(a) Except (i) as otherwise expressly contemplated by this Agreement or the other Transaction Documents or (ii) with the prior written consent of the Investor or as required by applicable Law, during the period from and after the date hereof until the earlier of the

termination of this Agreement and the Closing Date, the Company shall (A) conduct its operations in all material respects in the Ordinary Course of Business; (B) preserve in all material respects the ongoing operations of the business, (C) comply in all material respects with all applicable Laws; and (D) not enter into any business, arrangement or otherwise take any action that would reasonably be expected to have a material adverse effect on the ability of the Company or the Investor to consummate the Sale.

(b) Without limiting the generality of the foregoing, except (i) as required by applicable Laws or (ii) as otherwise expressly required by this Agreement or the other Transaction Documents, during the period from and after the date hereof until the earlier of termination of this Agreement and the Closing Date, the Company shall not do any of the following:

(i) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien, the Acquired Units;

(ii) amend any of its Fundamental Documents;

(iii) incur any indebtedness for borrowed money;

(iv) adopt or change any method of accounting (except as required by changes in GAAP), make, change or revoke any Tax election, change any annual Tax accounting period, file any amended Tax Return, enter into any closing agreement, request any Tax ruling with or from a Governmental Authority, settle or compromise any material Tax claim or assessment, surrender any right to claim a material Tax refund, offset or other reduction in Tax Liability, consent to the extension or waiver of the limitations period applicable to any Tax claim or assessment, consent to the waiver of any of the provisions of the Plan, or take or omit to take any other action;

(v) enter into any settlement of any claim that (A) is outside the Ordinary Course of Business, (B) would (or would reasonably be expected to) delay (or otherwise impede or prevent) the Closing or (C) subjects the Company to any material non‑compete or other similar material restriction on the conduct of its business that would be binding on the Investor following the Closing; or

(vi) agree to take any of the foregoing actions.

Section 5.02 Access to Information. Until the earlier of the termination of this Agreement and the Closing Date, the Company shall (a) afford to the officers, employees, attorneys, financial advisors, financing sources and other representatives of the Investor (collectively the “Investor Advisors”), access during normal business hours and upon reasonable advance notice to the Company’s properties, books and records and Contracts; (b) make available to the Investor Advisors copies of all such Contracts, books and records and other existing documents and data in the Company’s possession or control as the Investor Advisors may reasonably request; and (c) make available to the Investor Advisors during normal business hours and upon reasonable advance notice the appropriate management personnel of the Company (and

the Company shall use commercially reasonable efforts to cause its attorneys, accountants and other professions to be made available to the Investor Advisors) for discussion of the business and personnel as the Investor may request, in each case so long as such access does not reasonably interfere with the operations of the Company or its business; provided, however, that nothing in this Section 5.02 shall require the Company to provide access to or furnish to the Investor Advisors any information or materials if such access or disclosure would jeopardize the attorney-client privilege of the Company with respect to such information or materials or violate any Laws to which the Company is subject.

Section 5.03 Further Assurances; Support of Transaction.At any time and from time to time after the date hereof, the Company and the Investor agree to use commercially reasonable efforts to cooperate with each other and (i) at the reasonable request of the other party, execute and deliver any instruments or documents and (ii) take, or cause to be taken, all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder as promptly as practicable.

Section 5.04 [Reserved].

Section 5.05 Public Disclosure. The Investor, the Company and Parent agree that any initial press release to be issued by Parent or the Investor (or their respective Affiliates) and any Current Report on Form 8-K or other communication to be filed by Parent or the Investor (or their respective Affiliates) with respect to the Transactions following execution of this Agreement shall be in a form mutually agreed to by the parties hereto.

Section 5.06 Board Matters.

(a) Effective as of the Closing, Rishi Bajaj, Michael Farlekas, Marshall Heinberg, Elizabeth LaPuma and Richard Parisi, Mark Ward and Ted Goldthorpe shall serve as directors on the Parent’s Board. Rishi Bajaj and Mark Ward shall serve as Class I directors for a term expiring at Parent’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; Michael Farlekas, Marshall Heinberg and Ted Goldthorpe shall serve as Class II directors for a term expiring at Parent’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; and Elizabeth LaPuma and Richard Parisi shall serve as Class III directors for a term expiring at Parent’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

(b) If at any time following the Closing, less than two (2) Persons affiliated with the Investor are serving on the Parent’s Board, the Investor shall be entitled to appoint: (a) if the Investor holds at least 10% of the outstanding common units of the Company on a fully diluted basis, up to one (1) observer to the Parent’s Board and any committee thereof; and (b) if the Investor holds at least 20% of the outstanding common units of the Company on a fully diluted basis, up to a total of two (2) observers to the Parent’s Board (each such observer an “Investor Observer”).

(c) The Investor Observers shall serve in such capacity until such individual’s earlier death, disability, resignation or removal by the Investor and shall be subject to all obligations, policies and codes of conduct applicable to the directors of the Company. The Investor Observers (i) shall be timely notified of the time and place of any meeting (including regular and special meetings) and attending (in person or, at his/her election, telephonically) all in-person meetings and to listen to the entirety of all telephonic meetings of the Parent’s Board and any of its committees or sub-committees, in each case, in a nonvoting observer capacity and (ii) receive all information, notices, reports, written consents, meeting minutes and other materials (collectively, the “Board Information”) provided to the members of the Parent’s Board and any of its committees or sub-committees, in each case, substantially simultaneously with, and in the same manner and to the same extent as such Board Information is given to such members of the Parent’s Board, including written notice of all proposed actions to be taken at any such meeting (such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting)), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members thereof. Notwithstanding the foregoing, the Company may withhold any information and exclude the Investor Observers from any meeting or portion thereof, including closed or executive sessions, if the Board determines in good faith, based on the written advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or under circumstances that present a bona fide conflict of interest to the applicable matter under consideration. The Company shall provide the Investor Observers with reimbursement for reasonable and documented out-of-pocket costs and expenses incurred by the Investor Observers in connection with the exercise of its rights and roles hereunder.

(d) Parent shall maintain customary directors’ and officers’ liability insurance consistent with its past practice. Parent acknowledges and agrees any directors who are partners, members, employee, or consultants of Investor and/or any of its Affiliates may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or its Affiliates, as applicable (collectively, the “Investor Indemnitors”). Parent acknowledges and agrees that Parent shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in Parent’s Charter Documents and/or the equivalent organizational documents of any of its Subsidiaries (collectively, the “Organizational Documents”) and/or any indemnification agreements to any director in his or her capacity as a director of Parent or any of its Subsidiaries (such that Parent’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) Organizational Documents in effect from time to time and/or (ii) such other agreement, if any, between Parent and/or any of its Subsidiaries, on the one hand, and such indemnitees, on the other hand, without regards to any rights such indemnitees may have against the Investor. No advancement or payment by the Investor Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from Parent in their capacities as directors shall affect the foregoing and the Investor Indemnitors shall have a right of

contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against Parent and/or its applicable Subsidiaries.

Section 5.07 Tax Matters.

(a) The Company shall pay any transfer, sales, use, recording, filing, stamp or similar Taxes which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of, the Preferred Units, any conversion of Preferred Units into Common Units and any exchange of Preferred Units or Common Units into equity securities of Parent.

(b) Without the prior written consent of the Investor, no election shall be filed on or prior to the Closing Date pursuant to Treasury Regulations Section 301.7701-3 with respect to the Company to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes (and analogous state and local tax purposes). After the Closing Date, the decision of whether to file an election pursuant to Treasury Regulations Section 301.7701-3 to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes (and analogous state and local tax purposes), including such an election with retroactive effect prior to the Closing Date, shall be governed by the terms of the A&R LLCA.

(c) For U.S. federal and applicable state and local income Tax purposes, unless an election is filed to treat the Company as a corporation for U.S. federal income tax purposes effective prior to the Closing Date, the parties intend that the purchase of Preferred Units by the Investor shall be treated as a contribution of the Purchase Price and Subsequent Purchase Price by the Investor to the Company in exchange for the issuance of the Preferred Units under Section 721(a) of the Code. In the event that an election is filed to treat the Company as a corporation for U.S. federal income tax purposes effective prior to the Closing Date, the parties intend that the purchase of Preferred Units by the Investor shall be treated as a contribution of the Purchase Price and Subsequent Purchase Price by the Investor to the Company in exchange for the issuance of the Preferred Units under Section 351(a) and Section 1032 of the Code.

(d) None of the source of the funds to be used by Investor to pay the Purchase Price and Subsequent Purchase Price constitutes “plan assets” within the meaning of ERISA.

Section 5.08 Parent Cash Contribution. Prior to or concurrently with Closing, Parent shall, pursuant to the terms and conditions of the A&R LLCA and the Contribution Agreement, transfer $141,702,000 of its Cash and Cash Equivalents to the Company in exchange for 26,332,115.38 Common Units (the “Parent Cash Contribution”).

Section 5.09 Parent Stockholder Approval of New TopCo Structure.

(a) As soon as reasonably practicable following the Closing, Parent agrees that Parent’s Board shall adopt resolutions proposing adoption of the New TopCo Structure and declaring the advisability of the New TopCo Structure, and Parent shall call and hold a meeting of Parent’s stockholders (the “Parent Stockholder Meeting”) as promptly as reasonably practicable

for the purpose of obtaining approval of the New TopCo Structure. For the avoidance of doubt, approval of the New TopCo Structure may be sought at the Parent’s 2025 annual meeting of stockholders in which case such annual meeting shall be deemed a “Parent Stockholder Meeting.”

(b) Parent agrees that the proxy statement (the “Parent Proxy Statement”) and any other applicable communication related to the Parent Stockholder Meeting will include the recommendation of Parent’s Board that Parent’s stockholders vote in favor of such New TopCo Structure proposal. Parent shall solicit proxies from its stockholders in connection therewith in the same manner as management proposals in prior proxy statements, shall instruct all management-appointed proxyholders to vote their proxies in favor of such New TopCo Structure proposal and shall take all action necessary to cause the New TopCo Structure, once approved by the requisite vote of Parent’s stockholders, to become effective as soon as practicable thereafter. The Investor shall be permitted to review and comment on the associated resolutions and Parent shall incorporate any reasonable comments proposed by the Investor. Parent shall cause the Parent Proxy Statement and any applicable communication to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and Nasdaq. If Parent determines that it is required to file any document other than the Parent Proxy Statement with the SEC in connection with the Sale or Transactions herein pursuant to applicable Law, then Parent shall notify the Investor, and promptly prepare and file such other required filing with the SEC. Parent shall also provide the Investor and its counsel reasonable opportunity to review and comment on the Parent Proxy Statement (or any amendment or supplement thereto) or other applicable communication or required filing prior to its filing and shall consider in good faith any reasonable comments or revisions made by the Investor and its counsel to the extent such review and comment relates to the New TopCo Structure proposal. Parent shall use all reasonable efforts to have the Parent Proxy Statement cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such initial filing. Parent shall use its reasonable best efforts to, in consultation with the Investor, (i) set a record date for the Parent Stockholder Meeting, which record date shall be prior to the SEC’s clearance of the Parent Proxy Statement, (ii) commence a broker search pursuant to Section 14a-13 of the Exchange Act in respect thereof at least twenty (20) Business Days prior thereto (or such shorter period as the SEC or its staff confirms is acceptable), and (iii) thereafter cause the Parent Proxy Statement to be mailed to Parent stockholders as promptly as reasonably practicable after the Parent Proxy Statement cleared by the SEC.

(c) Parent and the Company hereby agree that the Fundamental Documents of New TopCo shall contain substantially similar provisions as currently provided for in the Parent’s Charter Documents other than in respect of the revisions hereby or to remove irrelevant provisions.

Section 5.10 State Securities Laws. Promptly following the date hereof, each of the Company and Parent shall use its reasonable best efforts to (a) obtain all necessary permits and qualifications, if any, or secure an exemption therefrom, required by any state or country prior to the offer and sale of Common Units and/or Preferred Units and (b) cause such authorization, approval, permit or qualification to be effective as of the Closing and as of any conversion of Preferred Units; provided, that in connection therewith the Company and Parent shall not be

required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation on the date of this Agreement.

Article VI

Conditions

Section 6.01 Conditions to Each Party’s Obligations. The respective obligations of the Company and the Investor to consummate the Sale shall be subject to the satisfaction at or prior to the Closing of each of the following conditions unless waived (to the extent waivable under applicable Law), by both the Company, on the one hand, and the Investor, on the other hand, in writing:

(a) No Injunctions or Restraints. No Governmental Order issued by a Governmental Authority of competent jurisdiction or other Law preventing consummation of the Sale shall be in effect or shall have become final and non-appealable and remain in effect.

(b) Continuing Effectiveness. This Agreement shall continue to remain in full force and effect.

Section 6.02 Conditions to the Obligations of the Investor. The obligation of the Investor to consummate the Sale shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions unless waived (to the extent waivable under applicable Law) in writing, in whole or in part, by the Investor:

(a) Representations and Warranties of the Company and Parent. The representations and warranties of the Company and Parent set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing (without giving effect to any “material”, “materiality” or “Material Adverse Effect” qualification contained in such representations and warranties), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), except where the failure of any such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Performance of Obligations. The Company and Parent shall have performed and complied in all material respects with all of the covenants, obligations and agreements required by this Agreement to be performed or complied with by the Company and Parent at or prior to the Closing.

(d) Deliverables. The Investor shall have been furnished with the documents set forth in Section 2.02(b)(i)(1) and Section 2.02(b)(ii)(2).

(e) Parent Cash Contribution. Parent shall have completed the Parent Cash Contribution.

Section 6.03 Conditions to the Obligations of the Company. The obligation of the Company to consummate the Sale shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions unless waived (to the extent waivable under applicable Law) in writing, in whole or in part, by the Company:

(a) Representations and Warranties of the Investor. The representations and warranties of the Investor set forth in this Agreement shall be true and correct as of the date of this Agreement as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), in each case, except for such failure to be so true and correct that, individually or in the aggregate, has not had, or would not reasonably be expected to have, a material adverse effect on the ability of the Investor to consummate, or would not otherwise materially impair or prevent the Investor from consummating the transactions contemplated by this Agreement.

(b) Performance of Obligations. The Investor shall have performed and complied in all material respects with all of the covenants, obligations and agreements required by this Agreement to be performed or complied with by the Investor at or prior to the Closing.

Section 6.04 Waiver of Conditions. Upon the occurrence of the Closing, any condition set forth in this Article VI that was not satisfied as of the Closing will be deemed to have been waived for all purposes by the party hereto having the benefit of such condition as of and after the Closing. Neither the Company nor the Investor may rely on the failure of any condition set forth in this Article VI, as applicable, to be satisfied if such failure was caused by such party’s failure to perform any of its obligations under this Agreement, including its obligations to use its reasonable best efforts to consummate the transactions contemplated hereby as required under this Agreement.

Article VII

Termination Procedures

Section 7.01 Termination. This Agreement may be terminated and the Sale contemplated in this Agreement may be abandoned at any time prior to the Closing Date, notwithstanding the fact that any requisite authorization and approval of the Sale shall have been received, as follows:

(a) by the mutual written consent of the Investor, on the one hand, and the Company, on the other hand;

(b) (i) by the Company or the Investor, if the Closing has not occurred on or prior to March 7, 2025 (the “End Date”); provided, that the right to terminate this Agreement under this Section 7.01(b) shall not be available to any party whose breach of this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by such date;

(c) by the Company if the Investor has breached any of its obligations under this Agreement and such breach contemplated by this Section 7.01(c) would result in a failure of conditions set forth in Section 6.03 to be satisfied and such breach cannot be cured or has not been cured within five (5) Business Days after the delivery of written notice by the Company to the Investor of such breach;

(d) by the Investor or the Company, if there shall be any Governmental Order issued by a Governmental Authority of competent jurisdiction or other Law that makes consummation of the Sale illegal or otherwise prohibits, restrains or enjoins the consummation of the Sale and such Governmental Order or other Law shall have become final and non‑appealable and remain in effect for five (5) Business Days after notice of such Governmental Order or other Law has been received by the Investor and the Company; provided, that the right to terminate this Agreement under this Section 7.01(d) shall not be available to any party whose breach of this Agreement shall have been the cause of, or shall have resulted in the Governmental Order or other Law prohibits, restrains, or enjoins of the Sale;

(e) by the Investor, if the Company or Parent has breached any of their respective obligations under this Agreement and such breach contemplated by this Section 7.01(e) would result in a failure of conditions set forth in Section 6.02 to be satisfied and such breach cannot be cured or has not been cured withing five (5) Business Days after the delivery of written notice by the Investor to the Company of such breach.

In the event of termination of this Agreement as permitted by Section 7.01, this Agreement shall become void ab initio and of no further force and effect and no party hereto nor any of its Affiliates will have any liability under this Agreement, except for the provisions of this sentence of Section 7.01 and Article VIII, which shall remain in full force and effect; provided, that no such termination shall be deemed to release or relieve any party hereto from any liability for any fraud or willful breach by such party of the terms and provisions of this Agreement prior to the date of such termination. Nothing in this Section 7.01 will be deemed to impair the right of any party hereto to be entitled to specific performance or other equitable remedies to enforce specifically the terms and provisions of this Agreement.

Article VIII

Miscellaneous

Section 8.01 Amendments; Waivers. Subject to compliance with applicable Law, this Agreement may be amended or supplemented in any and all respects only by written agreement of the parties hereto.

Section 8.02 Extension of Time, Waiver, Etc. Parent, the Company and the Investor may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by Parent, the Company, or the Investor in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 8.03 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided, however, that without the prior written consent of the Company and Parent, the Investor may assign its rights, interests and obligations set forth in this Agreement, in whole or in part, to one or more of their Affiliates, so long the assignee shall agree in writing to be bound by the provisions of this Agreement. Subject to the immediately preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

Section 8.04 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com)), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

Section 8.05 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the other Transaction Documents constitute the entire agreement, and supersede all other prior agreements and understandings, including the Original Agreement, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder; provided that (i) Section 5.06(b) shall be for the benefit of an fully enforceable by each partners, members, employee, or consultants of Investor and/or any of its Affiliates who may be a director of Parent and, (ii) Section 8.13 shall be for the benefit of and fully enforceable by the Investor.

Section 8.06 Governing Law; Jurisdiction.

(a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed

entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles.

(b) All actions arising out of or relating to this Agreement shall be heard and determined in the Chancery Court located in the County of New Castle of the State of Delaware (or if the Chancery Court declines to accept jurisdiction over any action, any state or federal court located in the County of New Castle of the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action. The consents to jurisdiction and venue set forth in this Section 8.06 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that service of process upon such party in any action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.09 of this Agreement. The parties hereto agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Section 8.07 Specific Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, may occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. The parties acknowledge and agree that (a) the parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 8.06 without proof of damages or otherwise (in each case, subject to the terms and conditions of this Section 8.07), this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of the Transactions and without that right, neither Parent, the Company or the Investor would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at Law. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.07 shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 8.08 WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.08.

Section 8.09 Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

(a) If to Parent, to it at:

ContextLogic Inc.

2648 International Blvd Ste 115

Oakland, CA 94601

Attention: Chief Executive Officer, Corporate Secretary

with a copy to (which will not constitute notice):

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: David A. Curtiss; Daniel Eisner

Email: david.curtiss@srz.com; daniel.eisner@srz.com

(b) If to the Company, to it at:

ContextLogic Holdings, LLC

2648 International Blvd., Suite 115

Oakland, CA 94601

Attention: Chief Executive Officer, Corporate Secretary

with a copy to (which will not constitute notice):

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: David A. Curtiss; Daniel Eisner

Email: david.curtiss@srz.com; daniel.eisner@srz.com

650 Madison Avenue, 23rd Floor

New York, New York 10022

Attention: Mark Ward; Edward Goldthorpe

Email: mark.ward@bcpartners.com;

ted.goldthorpe@bcpartners.com

with a copy to (which will not constitute notice):

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attention: Jonathan Gill

Email: jgill@proskauer.com

or such other address or email address as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 8.10 Severability. If any term, condition, or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

Section 8.11 Expenses. Except as otherwise expressly provided herein or in any other Transaction Document, each party shall bear and pay its own costs, fees and expenses,

including reasonable and documented fees and disbursements of counsel, incurred by it in connection with this Agreement and the Transaction; provided that upon, and subject to, the Closing and the Subsequent Closing, the Company shall reimburse the Investor for all reasonable and documented third party expenses incurred by the Investor in connection with the negotiation of this Agreement and the evaluation of the Transactions contemplated thereby.

Section 8.12 Interpretation.

(a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the words “ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless the context requires otherwise. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or,” “any” and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be constructed to have the same meaning and affect as the word “shall.” The words “made available to the Investor” and words of similar import refer to documents delivered in Person or electronically to the Investor no later than one (1) Business Day prior to the date hereof. All accounting terms used and not defined herein shall have the respective meanings given to them under GAAP. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no

presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

Section 8.13 Non-Recourse. Each party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all actions, claims, obligations, liabilities or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (A) this Agreement or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (B) the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (C) any breach or violation of this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the case of any of the other Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges on behalf of itself and its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any liabilities or obligations (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that Parent, the Company or the Investor, as applicable, may assert against the Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar

financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Section 8.14 Survival. All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. All other representations and warranties contained in this Agreement (including any schedules and the certificates delivered pursuant hereto) will survive the Closing Date until the first anniversary of the later of the Closing or Subsequent Closing. For the avoidance of doubt, claims may be made with respect to the breach of any representation, warranty or covenant until the applicable survival period therefor as described above expires.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

CONTEXTLOGIC HOLDINGS, LLC

By: /s/ Rishi Bajaj
___________________________
Name: Rishi Bajaj
Title: Authorized Signatory

CONTEXTLOGIC INC.

By: /s/ Rishi Bajaj
_________________________
Name: Rishi Bajaj
Title: Chief Executive Officer

BCP special opportunities fund iii originations lp

By: BCP Special Opportunities Fund III GP LP, its general partner

By: BCP SOF III GP L.L.C., its general partner

By: /s/ Edward Goldthorpe ____________________
Name: Edward Goldthorpe
Title: Authorized Signatory

[Signature Page to Investment Agreement]

Exhibit A

Form of A&R LLCA

Exhibit B

Form of Contribution Agreement

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

among

Contextlogic Holdings, llc

and

THE MEMBERS NAMED HEREIN


TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Interpretation	10
ARTICLE II ORGANIZATION		10
Section 2.01	Formation	10
Section 2.02	Name	11
Section 2.03	Principal Office	11
Section 2.04	Registered Office; Registered Agent	11
Section 2.05	Purpose; Powers	11
Section 2.06	Term	11
Section 2.07	No State-Law Partnership; Tax Treatment	11
ARTICLE III UNITS		12
Section 3.01	Units Generally	12
Section 3.02	Authorization of Units	12
Section 3.03	Class A Convertible Preferred Units; Class B Common Units	12
Section 3.04	Conversion of Class A Convertible Preferred Units	13
Section 3.05	Other Issuances	13
Section 3.06	Certification of Units	14
ARTICLE IV MEMBERS		14
Section 4.01	Admission of New Members	14
Section 4.02	Representations and Warranties of Members	14
Section 4.03	No Personal Liability	15
Section 4.04	No Withdrawal	15
Section 4.05	Death or Dissolution	16
Section 4.06	Voting	16
Section 4.07	Meetings	16
Section 4.08	Quorum	17
Section 4.09	Action Without Meeting	17
Section 4.10	Power of Members	17
Section 4.11	No Interest in Company Property	17
Section 4.12	BCP Investor Rights	17
ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		19
Section 5.01	Capital Contributions	19
Section 5.02	Initial Capital Accounts	19
Section 5.03	Additional Capital Contributions	19
Section 5.04	Maintenance of Capital Accounts	19
Section 5.05	Succession Upon Transfer	20
Section 5.06	Negative Capital Accounts	20
Section 5.07	No Withdrawal	20
Section 5.08	Treatment of Loans From Members	20
Section 5.09	Optional Redemption	20
ARTICLE VI ALLOCATIONS		21
Section 6.01	Allocation of Net Income and Net Loss	21
Section 6.02	Regulatory and Special Allocations	21
Section 6.03	Tax Allocations	23
Section 6.04	Allocations in Respect of Transferred Units	24
Section 6.05	Curative Allocations	24


ARTICLE VII DISTRIBUTIONS		24
Section 7.01	General	24
Section 7.02	Timing and Priority of Distributions	24
Section 7.03	Tax Distributions	25
Section 7.04	Tax Withholding; Withholding Advances	26
Section 7.05	Distributions in Kind	28
ARTICLE VIII MANAGEMENT		28
Section 8.01	Management by the Managing Member	28
Section 8.02	Officers	28
Section 8.03	No Personal Liability	29
ARTICLE IX TRANSFER		29
Section 9.01	General Restrictions on Transfer	29
Section 9.02	Permitted Transfers	29
Section 9.03	Class A Put Right.	29
ARTICLE X COVENANTS		30
Section 10.01	Confidentiality	30
Section 10.02	Restrictive Covenants.	31
ARTICLE XI ACCOUNTING AND TAX MATTERS		32
Section 11.01	Information Rights	32
Section 11.02	Tax Matters	32
Section 11.03	Tax Returns	34
Section 11.04	Company Funds	34
ARTICLE XII DISSOLUTION AND LIQUIDATION		35
Section 12.01	Events of Dissolution	35
Section 12.02	Effectiveness of Dissolution	35
Section 12.03	Liquidation	35
Section 12.04	Cancellation of Certificate	37
Section 12.05	Survival of Rights, Duties and Obligations	37
Section 12.06	Recourse for Claims	37
ARTICLE XIII EXCULPATION AND INDEMNIFICATION		37
Section 13.01	Exculpation of Covered Persons	37
Section 13.02	Liabilities and Duties of Covered Persons	38
Section 13.03	Indemnification	38
Section 13.04	Survival	40
ARTICLE XIV MISCELLANEOUS		40
Section 14.01	Expenses	40
Section 14.02	Further Assurances	40
Section 14.03	Notices	41
Section 14.04	Headings	41
Section 14.05	Severability	41
Section 14.06	Entire Agreement	41
Section 14.07	Successors and Assigns	42
Section 14.08	No Third-party Beneficiaries	42
Section 14.09	Amendment	42


Section 14.10	Waiver	42
Section 14.11	Governing Law	42
Section 14.12	Submission to Jurisdiction	43
Section 14.13	Waiver of Jury Trial	43
Section 14.14	Equitable Remedies	43
Section 14.15	Remedies Cumulative	43
Section 14.16	Counterparts	43

iii

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement of ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 6, 2025 by and among the Company, ContextLogic Inc., a Delaware corporation (“CLI”), BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“BCP”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in ‎Section 1.01 of this Agreement.

RECITALS

WHEREAS, the Company was formed under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on February 20, 2025 (as amended from time to time, the “Certificate of Formation”) and entering into the Limited Liability Company Agreement of the Company dated as of February 20, 2025 (the “Original Agreement”);

WHEREAS, the Company and its Members have agreed to amend and restate the terms and conditions contained in the Original Agreement.

WHEREAS, the Company and its Members agree that the membership in and management of the Company shall be governed by the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I

Definitions

Section 1.01

Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this ‎Section 1.01:

“Acquisition” means the consummation of the Company’s next acquisition of businesses or assets (whether by way of merger, recapitalization, purchase of stock or assets, or otherwise) with an aggregate enterprise value of at least $100,000,000 following the date of this Agreement.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a)

crediting to such Capital Account any amount which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)

debiting to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, or is a Family Member of such Person. For purposes of this definition, “control,” when used with respect

to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“BBA Rules” means Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.) and any Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.

“Bankruptcy” means, with respect to a Member, the occurrence of any of the following: (a) the filing of an application by such Member for, or a consent to, the appointment of a trustee of such Member’s assets; (b) 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 its debts as they come due; (c) the making by such Member of a general assignment for the benefit of such Member’s creditors; (d) the filing by such Member of an answer admitting the material allegations of, or such Member’s consenting to, or defaulting in answering a bankruptcy petition filed against such Member in any bankruptcy proceeding; or (e) the expiration of sixty (60) days following the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Member a bankrupt or appointing a trustee of such Member’s assets.

“Book Depreciation” means, with respect to any Company asset for each Fiscal Year, the Company’s depreciation, amortization, or other cost recovery deductions determined for federal income tax purposes, except that if the Book Value of an asset differs from its adjusted tax basis at the beginning of such Fiscal Year, Book Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Book Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the Partnership Representative in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“Book Value” means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

(c)

the initial Book Value of any Company asset contributed by a Member to the Company shall be the gross Fair Market Value of such Company asset as of the date of such contribution;

(d)

immediately prior to the Distribution by the Company of any Company asset to a Member, the Book Value of such asset shall be adjusted to its gross Fair Market Value as of the date of such Distribution;

(e)

the Book Value of all Company assets shall be adjusted to equal their respective gross Fair Market Values, as determined by the Partnership Representative, as of the following times:

(i)

immediately prior to the acquisition of an additional Membership Interest in the Company by a new or existing Member in consideration of a Capital Contribution of more than a de minimis amount;

(ii)

the Distribution by the Company to a Member of more than a de minimis amount of property (other than cash) as consideration for all or a part of such Member’s Membership Interest in the Company;

(iii)

the grant to CLI of any Class B Common Units or the issuance by the Company of a noncompensatory option;

(iv)

the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and

(v)

such other times as may be permitted under the Treasury Regulations;

provided, that such adjustments pursuant to clauses ‎(i), ‎(ii) and ‎(iii) above need not be made if the Partnership Representative reasonably determines that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Members;

(f)

the Book Value of each Company asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted tax basis of such Company asset pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m); provided, that Book Values shall not be adjusted pursuant to this paragraph (d) to the extent that an adjustment pursuant to paragraph ‎(c) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this paragraph ‎(d); and

(g)

if the Book Value of a Company asset has been determined pursuant to paragraph ‎(a) or adjusted pursuant to paragraphs ‎(c) or ‎(d) above, such Book Value shall thereafter be adjusted to reflect the Book Depreciation taken into account with respect to such Company asset for purposes of computing Net Income and Net Losses.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to close.

“Business Needs” has the meaning set forth in ‎Section 7.01(a).

“Capital Account” has the meaning set forth in ‎Section 5.04.

“Capital Commitment” means, with respect to any Member, the total amount of capital committed to be contributed to the Company by such Member and its Affiliates (collectively, and inclusive of any Capital Contribution by such Member as of the date of this Agreement) as set forth opposite such Member’s name on the Members Schedule, as the same may be revised from time to time in accordance with this Agreement.

“Capital Contribution” means, with respect to any Member, any contribution of cash, cash equivalents and other property to the Company by such Member.

“Certificate of Formation” has the meaning set forth in the Recitals.

“Class A Accrued Amount” means, at any given time with respect to each Class A Convertible Preferred Unit, the sum of (a) the Class A Unit Contribution Amount, plus (b) any Class A Accumulated Distributions.

“Class A Accumulated Distributions” means any Class A Distributions accumulated to the Class A Accrued Amount pursuant to Section 3.03(a)(ii).

“Class A Contribution Amount” means $1,000 for each Class A Unit.

“Class A Conversion Ratio” means a fraction, the numerator of which is the sum of (a) the Class A Accrued Amount at the time of determination plus (b) any accrued and unpaid Class A Distributions which have not been added to the Class A Accrued Amount at the time of determination and the denominator of which is $8.00; provided, that, in the event that a Listing Event and a Discounted Acquisition Offering have occurred, the denominator shall be reduced to an amount equal to the Discounted Price.

“Class A Convertible Preferred Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class A Convertible Preferred Units” in this Agreement.

“Class A Distribution Rate” means, (i) from Closing Effective Date until the day prior to the consummation of an Acquisition, 4.0% and, (ii) from the consummation date of an Acquisition, 8.0%.

“Class A Member” means any holder of Class A Convertible Preferred Units set forth on the Members Schedule.

“Class B Member” means the holder of Class B Common Units set forth on the Members Schedule.

“Class B Common Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class B Common Units” in this Agreement.

“Class P Joinder Agreement” means the Joinder Agreement executed by the Class P Member setting forth the terms and conditions of the Class P Member’s Class P Units.

“Class P Member” means the holder of Class P Units set forth on the Members Schedule.

“Class P Percentage” means product of (x) 5%, multiplied by (y) a fraction, the numerator of which is the number of Class P Units held by the Class P Member as of the specified date, the denominator of which is 2,372,216.60.

“Class P Units” means the Units having the privileges, preference, duties, liabilities, obligations and rights specified with respect to “Class P Units” in this Agreement.

“CLI” has the meaning set forth in the preamble of this Agreement.

“Closing Effective Date” means the date of this Agreement or such other date as determined by CLI and BCP.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the preamble of this Agreement.

“Company Minimum Gain” means “partnership minimum gain” as defined in Sections 1.704-2(b)(2) of the Treasury Regulations, substituting the term “Company” for the term “partnership” as the context requires.

“Company Subsidiary” means a Subsidiary of the Company.

“Confidential Information” has the meaning set forth in ‎Section 10.01(a).

“Conversion Notice” has the meaning set forth in ‎Section 3.04.

“Covered Person” has the meaning set forth in ‎Section 13.01(a).

“Delaware Act” means the Delaware Limited Liability Company Act, Title 6, Chapter 18, §§ 18-101, et seq, and any successor statute, as it may be amended from time to time.

“Discounted Acquisition Offering” means an offering of common equity securities (or securities exchangeable into, or exercisable for, common equity securities) of CLI or the Company, made in connection with an Acquisition, at a price per offered common equity security that implies a per Unit value of the Company Class B Common Units that is less than $8.00, with such implied price per Company Class B Common Unit (the “Discounted Price”) being determined by the Class A Members acting in good faith in consultation with the Company. In the event that the offered common equity securities have different rights, privileges and priorities to the Company’s Class B Common Units, the Class A Members and the Company shall cooperate in good faith to make appropriate equitable adjustment(s) to reflect such different rights, privileges and priorities in the determination of the applicable Discounted Price.

“Dissolution Event” has the meaning set forth in ‎Section 12.01.

“Distributable Cash” means, as of any date, the excess of (a) the cash and cash equivalent items, held by the Company over (b) the sum of the amount of such items as the Managing Member determines to be necessary for (i) the proper conduct of the business of the Company and its Subsidiaries, and (ii) to pay or otherwise satisfy expenses, liabilities and obligations of the Company and its Subsidiaries.

“Distribution” means a distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, that none of the following shall be a Distribution: (a) any redemption or purchase by the Company or any Member of any Units or Unit Equivalents; (b) any recapitalization or exchange of securities of the Company; or (c) any subdivision (by a split of Units or otherwise) or any combination (by a reverse split of Units or otherwise) of any outstanding Units. “Distribute” and “Distributed” when used as a verb and “Distributable” and “Distributive” when used as an adjective shall each have a correlative meaning.

“Distribution Threshold” means the sum of (a) the Parent Cash Contribution, plus (b) the product of (x) the Class A Contribution Amount multiplied by (y) the number of Class A Convertible Preferred Units issued on the Closing Effective Date and the Subsequent Closing Date (as defined in the Investment Agreement), if any.

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

“Excess Net Losses” has the meaning set forth in ‎Section 6.02(h).

“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Managing Member based on such factors as the Managing Member, in the exercise of its reasonable business judgment, considers relevant.

“Family Members” means, with respect to any Person, any parent, spouse, sibling, niece, nephew or any spouse thereof, and any direct descendant (natural or adoptive) of any such Person.

“Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

“Fully Diluted Basis” means, as of any date of determination, (a) with respect to all the Units, all issued and outstanding Units of the Company and all Units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable, or (b) with respect to any specified type, class or series of Units, all issued and outstanding Units designated as such type, class or series and all such designated Units issuable upon the exercise of any outstanding Unit Equivalents as of such date, whether or not such Unit Equivalent is at the time exercisable.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Imputed Underpayment Amount” has the meaning set forth in ‎Section 7.04(d).

“Indebtedness” means with respect to any Person on any date of determination (without duplication): (i) the principal of indebtedness of such Person for borrowed money; (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or upon which interest payments are customarily made; (iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are expected to be satisfied within 30 days of becoming due and payable); (iv) all Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; and (v) all guarantees by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person.

“Investment Agreement” has the meaning set forth in ‎Section 3.03(a).

“Joinder Agreement” means the joinder agreement in form and substance attached hereto as Exhibit A.

“Liquidator” means a Person designated by the Managing Member for the purpose of liquidating the Company’s assets and winding up the Company’s business and affairs.

“Listing Event” means, following the date hereof, the delisting of CLI common stock from the Nasdaq Global Select Market.

“Losses” has the meaning set forth in ‎Section 13.03(a).

“Managing Member” means CLI.

“Member” means (a) each Person who has executed this Agreement or a counterpart thereof; and (b) each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Delaware Act, in each case so long as such Person is shown on the Company’s books and records as the owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4), substituting the term “Company” for the term “partnership” and the term “Member” for the term “partner” as the context requires.

“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 the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deduction” means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

“Members Schedule” has the meaning set forth in ‎Section 3.01.

“Membership Interest” means an interest in the Company owned by a Member, including such Member’s right (based on the type and class of Unit or Units held by such Member), as applicable, to (a) a Distributive share of Net Income, Net Losses and other items of income, gain, loss and deduction of the Company; (b) a Distributive share of the assets of the Company; (c) vote on, consent to or otherwise participate in any decision of the Members as provided in this Agreement; and (d) any and all other benefits to which such Member may be entitled as provided in this Agreement or the Delaware Act.

“Misallocated Item” has the meaning set forth in ‎Section 6.05.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Company’s taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments (without duplication):

(h)

any income realized by the Company that is exempt from federal income taxation, as described in Code Section 705(a)(1)(B), shall be added to such taxable income or taxable loss, notwithstanding that such income is not includable in gross income;

(i)

any expenditures of the Company described in Code Section 705(a)(2)(B), including any items treated under Treasury Regulations Section 1.704-1(b)(2)(iv)(i) as items described in Code Section 705(a)(2)(B), shall be subtracted from such taxable income or taxable loss, notwithstanding that such expenditures are not deductible for federal income tax purposes;

(j)

any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference

to the Book Value of the property so disposed, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(k)

any items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted tax basis shall be computed by reference to the property’s Book Value (as adjusted for Book Depreciation) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

(l)

if the Book Value of any Company property is adjusted as provided in the definition of Book Value, then the amount of such adjustment shall be treated as an item of gain or loss and included in the computation of such taxable income or taxable loss;

(m)

to the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis); and

(n)

Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to ‎Section 6.02 hereof shall not be taken into account in computing Net Income and Net Loss. The amounts of the items of Company income, gain, loss, or deduction available to be specially allocated pursuant to ‎Section 6.02 hereof shall be determined by applying rules analogous to those set forth in subparagraphs ‎(a) through ‎(f) above.

“New TopCo Structure” means has the meaning set forth in the Investment Agreement.

“New Interests” has the meaning set forth in ‎Section 3.05.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

“Officers” has the meaning set forth in ‎Section 8.02.

“Partnership Representative” shall mean the Person acting in the capacity of the “partnership representative” (as such term is defined under the BBA Rules) and any “designated individual” through whom the Partnership Representative that is an entity may act, if applicable.

“Permitted Transfer” means a Transfer of Units carried out pursuant to ‎Section 9.02.

“Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Public Company Expenses” means, reasonable and documented, out-of-pocket expenses actually incurred by CLI in order to continue to be publicly traded on a national securities exchange and an SEC reporting company.

“Put Right” has the meaning set forth in ‎Section 9.03(a).

“Put Right Notice” has the meaning set forth in ‎Section 9.03(a).

“Put Right Trigger” has the meaning set forth in ‎Section 9.03(a).

“Regulatory Allocations” has the meaning set forth in ‎Section 6.02(g).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Retained Distribution” has the meaning set forth in ‎Section 7.02.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“Subsidiary” means, with respect to any Person, any other Person of which (a) a majority of the outstanding shares or other equity interests are owned, directly or indirectly, by the first Person or (b) an amount of voting securities sufficient to elect at least a majority of the board of directors, managers or trustees (or other persons performing similar functions) are owned, directly or indirectly, by the first Person.

“Tax Rate” shall mean a rate determined by the Managing Member in its good faith discretion intended to replicate the highest hypothetical combined U.S. federal, state, and local tax rates to which each Member is subject.

“Tax Distribution” has the meaning set forth in ‎Section 7.03.

“Taxing Authority” has the meaning set forth in ‎Section 7.04(b).

“Total Capital Contribution” means, with respect to any Class A Member, the total amount of Capital Contributions contributed to the Company by such Class A Member.

“Transfer” (including the correlative term “Transferred”) means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Units owned by a Person or any interest (including a beneficial interest) in any Units or Unit Equivalents owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unallocated Item” has the meaning set forth in ‎Section 6.05.

“Unit Equivalents” means any security or obligation that is by its terms, directly or indirectly, convertible into, or exchangeable or exercisable for Units, and any option, warrant or other right to subscribe for, purchase or acquire Units.

“Units” means the Class A Convertible Preferred Units, the Class B Common Units and the Class P Units.

“Unvested Class P Unit” means an outstanding Class P Unit that is not a Vested Class P Unit.

“Vested Class P Unit” means a Class P Unit with respect to which the Class P Member has become fully vested in, and has a nonforfeitable right to.

“Voting Members” has the meaning set forth in ‎Section 4.07(a).

“Withholding Advances” has the meaning set forth in ‎Section 7.04(b).

Section 1.02

Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. A reference to any party to this Agreement or any other agreement or document shall include such party’s predecessors, successors and permitted assigns. All accounting terms not defined in this Agreement shall have the meanings determined by GAAP. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time, including by waiver or consent, to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder and references to all attachments thereto and instruments incorporated therein. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Article II

Organization

Section 2.01

Formation.

(a)

The Company was formed on February 20, 2025, pursuant to the provisions of the Delaware Act, upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware.

(b)

This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Delaware Act in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.

Section 2.02

Name. The name of the Company is “ContextLogic Holdings, LLC” or such other name or names as the Managing Member may from time to time designate; provided, that the name shall always contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC.” The Managing Member shall give prompt notice to each of the Members of any change to the name of the Company.

Section 2.03

Principal Office. The principal office of the Company is located at such location as may be designated by the Managing Member from time to time.

Section 2.04

Registered Office; Registered Agent.

(a)

The registered office of the Company shall be the office of the initial registered agent named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Managing Member may designate from time to time in the manner provided by the Delaware Act and Applicable Law.

(b)

The registered agent for service of process on the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Managing Member may designate from time to time in the manner provided by the Delaware Act and Applicable Law.

Section 2.05

Purpose; Powers. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.

Section 2.06

Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue in existence perpetually until the Company is dissolved in accordance with the provisions of this Agreement.

Section 2.07

No State-Law Partnership; Tax Treatment. For U.S. federal and, if applicable, state and local income tax purposes, the Members intend to treat the Company as a partnership and no election shall be filed to change such classification without the consent of the Managing Member and BCP. The Company and each Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment and no Member shall take any action inconsistent with such treatment. In the event that an election is filed to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes, the Members shall make such amendments to this Agreement as are appropriate in light of such classification. The foregoing sentences of this ‎Section 2.07 and the obligations of the Members pursuant thereto shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or Transfer of its Units. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member, or Officer of the Company shall be a partner or joint venturer of any other Member or Officer of the Company, for any purposes other than as set forth in the first sentence of this ‎Section 2.07.

Article III

Units

Section 3.01

Units Generally. The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types, classes or series. Each type, class or series of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class or series. The Managing Member shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”), which Members Schedule is attached hereto, and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Member in accordance with this Agreement (which update shall not constitute an amendment to

the Agreement). The Members Schedule shall be kept confidential, except as may be required by applicable law.

Section 3.02

Authorization of Units. Subject to compliance with ‎Section 4.12, the Company is hereby authorized to issue a class of Units designated as Class A Convertible Preferred Units, a class of Units designated as Class B Common Units, and a class of Units designed as Class P Units.

Section 3.03

Class A Convertible Preferred Units; Class B Common Units; Class P Units.

(a)

Class A Convertible Preferred Units.

(i)

On the Closing Effective Date or the Subsequent Closing Date, as applicable, the Company issued the Class A Convertible Preferred Units to the Class A Members in the amount set forth on the Members Schedule. In connection with any required Capital Contribution pursuant to ‎Section 5.01(a) pursuant to that certain Amended and Restated Investment Agreement, dated as of March 6, 2025, by and among CLI, the Company and the Class A Members party thereto (the “Investment Agreement”), the Class A Members may, collectively, designate one or more Affiliates of the Class A Members to make all or any portion of such required Capital Contribution, and upon making such required Capital Contribution (or portion thereof) such Affiliate(s) shall be admitted as a Class A Member of the Company and issued a corresponding number of Class A Convertible Preferred Units.

(ii)

From and after the date of issuance, distributions (“Class A Distributions”) shall accrue on each Class A Convertible Preferred Unit in an amount equal to the product of (a) the Class A Distribution Rate multiplied by (b) the Class A Accrued Amount as of the applicable Quarterly Distribution Date, provided, for the avoidance of doubt, the Class A Accrued Amount as of any Quarterly Distribution Date shall not include any Class A Accumulated Distributions added to the Class A Accrued Amount on such Quarterly Distribution Date. Class A Distributions on each Class A Convertible Unit shall be cumulative and shall accrue daily from and after the date of issuance. Class A Distributions shall be calculated on the basis of actual days elapsed in a year of 365 (or 366, as applicable) days. Class A Distributions shall either: (a) be paid in full in cash (a “Class A Quarterly Distribution”) to the Class A Members on or prior to the last day of each fiscal quarter beginning on March 31, 2025 (each such date, a “Quarterly Distribution Date”) pursuant to Section 7.02 hereof or (b) be automatically added to the Class A Accrued Amount on such Quarterly Distribution Date.

(b)

Class B Common Units. On the date hereof, the Company issued the Class B Common Units, following and conditioned upon the consummation of the Parent Cash Contribution (as defined in the Investment Agreement) in accordance with the Contribution Agreement (as defined in the Investment Agreement), to the Class B Member in the amount set forth on the Members Schedule.

(c)

Class P Units. On the date hereof, the Company issued the Class P Units, in accordance with the Class P Joinder Agreement, to the Class P Member in the amount set forth on the Members Schedule. Class P Units are intended to qualify as “profits interests” (within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, and IRS Revenue Procedure 2001-43, 2001-2 C.B. 191) for U.S. federal income tax purposes and this Agreement shall be interpreted in accordance with such intent.

Section 3.04

Conversion of Class A Convertible Preferred Units.

(a)

A Class A Member may, at any time and from time to time, convert, in whole or in part, its outstanding Class A Convertible Preferred Units into a number of newly issued Class B Common Units equal to the Conversion Ratio multiplied by the number of Class A Convertible

Preferred Units submitted for conversion by delivering written notice to the Managing Member (the “Conversion Notice”); provided, that any Conversion Notice delivered to convert less than all of such Class A Member’s Class A Convertible Preferred Units must convert at least a number of Class A Convertible Preferred Units equal to the greater of (x) one-third of the Class A Convertible Preferred Units then held by such Class A Member and (y) 5,000 Class A Convertible Preferred Units (as adjusted in accordance with ‎Section 3.04(c)). Any Class A Convertible Preferred Units for which a Conversion Notice is delivered shall be deemed converted into Class B Common Units as of the close of business on the date the Conversion Notice is delivered to the Managing Member. Upon any conversion of Class A Convertible Preferred Units, (a) the Class A Distributions shall cease to accrue on such converted Class A Convertible Preferred Units, (b) the Capital Contribution with respect to such Class B Units shall be an amount equal to the quotient of (x) the Class A Contribution Amount divided by (y) the number of Class B Common Units such Class A Convertible Preferred Unit is converted into, and (c) the Managing Member shall update the Members Schedule to reflect the issuance of Class B Units pursuant to such conversion.

(b)

At all times when Class A Convertible Preferred Units are outstanding, the Company shall reserve, out of its authorized, unreserved and not outstanding Class B Common Units, a number of Class B Common Units to permit the conversion of all then-outstanding Class A Convertible Preferred Units and shall take such action in accordance with this Agreement as may be necessary to ensure Class B Common Units are available therefor.

(c)

If the Company effects any subdivision, split, consolidation, reverse split, combination, recapitalization, reorganization or similar transaction with respect to the Class B Common Units, the then-applicable Conversion Ratio shall be equitably adjusted by the Managing Member after consultation with the Class A Members.

Section 3.05

Other Issuances. In addition to Class A Convertible Preferred Units issued to BCP and Class B Common Units issued to CLI as of the date hereof, the Company is hereby authorized, subject to compliance with ‎Section 4.12, to authorize and issue or sell to any Person any of the following (collectively “New Interests”): (i) any new type, class or series of Units not otherwise described in this Agreement, which Units may be designated as classes or series of the Class A Convertible Preferred Units or Class B Common Units but having different rights; and (ii) Unit Equivalents. Subject to compliance with ‎Section 4.12 and ‎Section 14.09(a), the Managing Member is hereby authorized to amend this Agreement (without any further action required by any Member) to reflect such issuance and to fix the relative privileges, preference, duties, liabilities, obligations and rights of any such New Interests, including the number of such New Interests to be issued, the preference (with respect to Distributions, in liquidation or otherwise) over any other Units and any contributions required in connection therewith.

Section 3.06

Certification of Units.

(a)

The Managing Member in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member.

(b)

In the event that the Managing Member shall issue certificates representing Units in accordance with ‎Section 3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form:

THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS

ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT.

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Article IV

Members

Section 4.01

Admission of New Members.

(a)

New Members may be admitted by the Managing Member from time to time (i) in connection with an issuance of Units by the Company (including pursuant to the Subsequent Closing (as defined in the Investment Agreement)), and (ii) in connection with a Transfer of Units, subject to compliance with the provisions of ‎Article IX, and in either case, following compliance with the provisions of ‎Section 4.01(b).

(b)

In order for any Person not already a Member of the Company to be admitted as a Member, whether pursuant to an issuance or a Transfer of Units, such Person shall have executed and delivered to the Company a written undertaking substantially in the form of the Joinder Agreement. Upon the amendment of the Members Schedule by the Managing Member and the satisfaction of any other applicable conditions, including, if a condition, the receipt by the Company of payment for the issuance of the applicable Units, such Person shall be admitted as a Member and deemed listed as such on the books and records of the Company and thereupon shall be issued his, her or its Units. The Managing Member shall also adjust the Capital Accounts of the Members as necessary in accordance with ‎Section 5.04.

Section 4.02

Representations and Warranties of Members. By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to ‎Section 4.01, represents and warrants to the Company and acknowledges that:

(a)

The Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with;

(b)

Such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, as amended by Section 413(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and agrees that it will not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 501 promulgated under the Securities Act with respect to the offer and sale of the Units;

(c)

Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof;

(d)

The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member;

(e)

Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto;

(f)

Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time;

(g)

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 been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; and

(h)

This Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity).

Section 4.03

No Personal Liability. Except as otherwise provided in the Delaware Act, by Applicable Law or expressly in this Agreement, no Member will be obligated personally for any debt, obligation or liability of the Company or of any Company Subsidiaries or other Members, whether arising in contract, tort or otherwise, solely by reason of being a Member.

Section 4.04

No Withdrawal. A Member shall not cease to be a Member as a result of the Bankruptcy of such Member or as a result of any other events specified in § 18-304 of the Delaware Act. So long as a Member continues to hold any Units, such Member shall not have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company and any such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to hold any Units, such Person shall no longer be a Member.

Section 4.05

Death or Dissolution. The death or dissolution of any Member shall not cause the dissolution of the Company. In such event the Company and its business shall be continued by the remaining Member or Members and the Units owned by the deceased Member shall automatically be Transferred to such Member’s heirs in accordance with Applicable Law; provided, that within a reasonable time after such Transfer, the applicable heirs shall sign a written undertaking substantially in the form of the Joinder Agreement.

Section 4.06

Voting. Except as otherwise provided by this Agreement or as otherwise required by the Delaware Act or Applicable Law, other than with respect to Class P Units, on all matters on which all the Members are entitled to vote, each holder of issued and outstanding Units shall be entitled to one vote per issued and outstanding Unit of which such Member is the record owner. Class P Units shall be non-voting. For the avoidance of doubt, no Unit shall not be entitled to vote prior to the issuance of such Unit.

Section 4.07

Meetings.

(a)

Calling the Meeting. Meetings of the Members may be called by either the Managing Member or the Class A Member. Only Members who hold issued and outstanding Units which are entitled to vote pursuant to ‎Section 4.06 (“Voting Members”) shall have the right to attend meetings of the Members.

(b)

Notice. Written notice stating the place, date and time of the meeting and, in the case of a meeting of the Members not regularly scheduled, describing the purposes for which the meeting is called, shall be delivered not fewer than two (2) days and not more than thirty (30) days before the date of the meeting to each Voting Member, by or at the direction of the Managing Member or the Member(s) calling the meeting, as the case may be. The Voting Members may hold meetings at the Company’s principal office or at such other place as the Managing Member may designate in the notice for such meeting.

(c)

Participation. Any Voting Member may participate in a meeting of the Voting Members by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)

Vote by Proxy. On any matter that is to be voted on by Voting Members, a Voting Member may vote in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission or as otherwise permitted by Applicable Law. Every proxy shall be revocable in the discretion of the Voting Member executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation.

(e)

Conduct of Business. The business to be conducted at such meeting need not be limited to the purpose described in the notice and can include business to be conducted by Voting Members; provided, that the Voting Members shall have been notified of the meeting in accordance with ‎Section 4.07(b). Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 4.08

Quorum. A quorum of any meeting of the Voting Members shall require the presence of all Members. Subject to ‎Section 4.09, no action at any meeting may be taken by the Members unless the appropriate quorum is present. Subject to ‎Section 4.09, no action may be taken by the Members at any meeting at which a quorum is present without the affirmative vote of Members holding a majority of the issued and outstanding Units held by all Members.

Section 4.09

Action Without Meeting. Notwithstanding the provisions of ‎Section 4.08, but subject in all cases to compliance with ‎Section 4.12 any matter that is to be voted on, consented to or approved by Voting Members may be taken without a meeting, without prior notice and without a vote if consented to, in writing or by Electronic Transmission, by a Member or Members holding not less than the minimum number of the issued and outstanding Units that would be required to authorize or take such action at a meeting at which a quorum is present in accordance with this Agreement. A record shall be maintained by the Managing Member of each such action taken by written consent of a Member or Members.

Section 4.10

Power of Members. Subject to ‎Section 8.01 and ‎Section 4.12, the Members shall have the power to exercise any and all rights or powers granted to Members pursuant to the express terms

of this Agreement and the Delaware Act. Except as otherwise specifically provided by this Agreement or required by the Delaware Act, no Member, in its capacity as a Member, shall have the power to act for or on behalf of, or to bind, the Company.

Section 4.11

No Interest in Company Property. No real or personal property of the Company shall be deemed to be owned by any Member individually, but shall be owned by, and title shall be vested solely in, the Company. Without limiting the foregoing, each Member hereby irrevocably waives during the existence of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Section 4.12

BCP Investor Rights. For so long as BCP (or any of its Permitted Transferees) holds any Class A Convertible Preferred Units, and notwithstanding anything to the contrary in this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the prior written consent of BCP:

(a)

any creation, authorization or issuance (by reclassification or otherwise) of additional Units or any securities or rights convertible or exchangeable into, or exercisable for equity interests of the Company;

(b)

any declaration or payment of any distributions to holders of any Units other than Class A Convertible Preferred Units or any redemption, repayment, defeasance, or repurchase of any Units other than (i) distributions to the Class B Member for the sole purpose of paying for, and in the amount of, (A) the reasonable and documented Public Company Expenses incurred by CLI, (B) the payment of vendors in the ordinary course and consistent with past practice; provided, that, with respect to the foregoing clauses (A) and (B), CLI provide reasonable detail of such expenses to BCP at least ten (10) Business Days prior the declaration or payment of such distribution with respect thereto, and (C) the payment of payroll and other employee-related expenses of CLI in the ordinary course of business and consistent with past practice; or (ii) a redemption of Class B Common Units not to exceed $5,000,000.00 in any twelve-month period or calendar year at a price per Class B Common Unit of $8.00, the proceeds of which redemption(s) shall be applied to the Business Needs of CLI.

(c)

any acquisition of stock, assets, or the business of any Person in one transaction or series of related transactions (other than the acquisition of Cash Equivalents or Marketable Securities (in each case as defined pursuant to GAAP) in the ordinary course or consistent with past practice), including, but not limited to, the Acquisition;

(d)

any disposition of any assets (whether by merger, consolidation or otherwise) in one transaction or series of related transactions (other than the disposition of Cash Equivalents or Marketable Securities in the ordinary course or consistent with past practice);

(e)

entry into any settlement agreement with respect to any claim, lawsuit or other proceeding relating to CLI, the Company or any of their respective Subsidiaries, other than any settlement approved by the board of CLI with respect to the securities litigation matter included in CLI’s SEC reports in an amount not to exceed $2,500,000 in the aggregate;

(f)

approval of the annual budget of the Company and any action to be taken that would reasonably be expected to result in a deviation from the approved annual budget in excess of ten percent (10%) per line item or in the aggregate;

(g)

entry into any new line of business, including as a result of the Acquisition;

(h)

entry into any contract that involves, or would reasonably be expected to involve, payments or receipts by the Company or any of its Subsidiaries in excess of $500,000 in the aggregate (other than the acquisition or disposition of Cash Equivalents or Marketable Securities in the ordinary course or consistent with past practice);

(i)

the Company or its Subsidiaries, directly or indirectly, entering into or conducting any transaction or series of related transactions (including entering into any contract, agreement or other arrangement or the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company or CLI, or any director or officer of the Company or CLI or any equityholder or stockholder of CLI who files ownership disclosures on Schedule 13D (other than pursuant to a New TopCo Structure);

(j)

the Company or any of its Subsidiaries incurring, or suffering to exist, Indebtedness or subjecting any assets or equity interests of the Company to any lien or encumbrance of any nature;

(k)

any Transfer of Class B Common Units by CLI;

(l)

any amendment to this Agreement or the Class P Joinder Agreement in any manner adverse to the rights and privileges of the Class A Member or BCP;

(m)

any amendment to the Class P Joinder Agreement or, other than as expressly provided by the Class P Joinder Agreement as in effect on the date hereof, any authorization or issuance of additional Class P Units; or

(n)

entry into any agreement or commitment to do or take any action described in this ‎Section 4.12.

Article V

Capital Contributions; Capital Accounts

Section 5.01

Capital Contributions.

(a)

Subject to ‎Section 3.03(a), on the Closing Effective Date, each Member shall make Capital Contributions, in U.S. dollars, in an amount equal to its Capital Commitment.

(b)

Subject to ‎Section 3.03(a), on the Subsequent Closing Date, the Class A Members shall make the Capital Contributions, in U.S. dollars, in the amounts required by the Investment Agreement.

(c)

Notwithstanding anything herein to the contrary, no Member shall be required to make Capital Contributions in an aggregate amount that exceeds the Capital Commitment applicable to such Member.

(d)

No Member shall have the right to demand the return of its Capital Contributions, or otherwise to withdraw any amounts from the Company, except upon dissolution of the Company or as expressly provided herein.

Section 5.02

Initial Capital Accounts. Each Member who has made a Capital Contribution pursuant to ‎Section 5.01(a) shall have an initial Capital Account and be credited with an initial Capital Contribution in the amount set forth opposite such Member’s name on the Members Schedule as in effect

on the Closing Effective Date or Subsequent Closing Date, as applicable. Each Member shall own the number, type, series, and class of Units, in each case, in the amounts set forth opposite such Member’s name on the Members Schedule as in effect from time to time.

Section 5.03

Additional Capital Contributions.

(a)

Except as set forth in ‎Section 5.01(a), no Member shall be required to make any Capital Contributions to the Company.

(b)

The Capital Commitment applicable to any Member shall not be increased except by the consent of the Managing Member and such Member.

(c)

No Member shall be required to lend any funds to the Company and no Member shall have any personal liability for the payment or repayment of any Capital Contribution by or to any other Member.

Section 5.04

Maintenance of Capital Accounts. The Company shall establish and maintain for each Member a separate capital account (a “Capital Account”) on its books and records in accordance with this ‎Section 5.04. Each Capital Account shall be established and maintained in accordance with the following provisions:

(a)

Each Member’s Capital Account shall be increased by the amount of:

(i)

such Member’s Capital Contributions, including such Member’s initial Capital Contribution;

(ii)

any Net Income or other item of income or gain allocated to such Member pursuant to ‎Article VI; and

(iii)

any liabilities of the Company that are assumed by such Member or secured by any property Distributed to such Member.

(b)

Each Member’s Capital Account shall be decreased by:

(i)

the cash amount or Book Value of any property Distributed to such Member pursuant to ‎Article VII and ‎Section 12.03(c);

(ii)

the amount of any Net Loss or other item of loss or deduction allocated to such Member pursuant to ‎Article VI; and

(iii)

the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Partnership Representative shall reasonably determine that it is prudent to modify or adjust the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Members), are computed in order to comply with such Treasury Regulations, the Partnership Representative may make such modification or adjustment, provided such modification or adjustment does not affect the amounts distributable to any Member pursuant to this Agreement.

Section 5.05

Succession Upon Transfer. In the event that any Units are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Units and, subject to ‎Section 6.04, shall receive allocations and Distributions pursuant to ‎Article VI, ‎Article VII and ‎Article XII in respect of such Units.

Section 5.06

Negative Capital Accounts. In the event that any Member shall have a deficit balance in his, her or its Capital Account, such Member shall have no obligation, during the existence of the Company or upon dissolution or liquidation thereof, to restore such negative balance or make any Capital Contributions to the Company by reason thereof, except as may be required by Applicable Law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

Section 5.07

No Withdrawal. No Member shall be entitled to withdraw any part of his, her or its Capital Account or to receive any Distribution from the Company, except as provided in this Agreement. No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any Distributions to any Members, in liquidation or otherwise.

Section 5.08

Treatment of Loans From Members. Loans by any Member to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Member’s Capital Account, other than to the extent provided in ‎Section 5.04(a)(iii), if applicable.

Section 5.09

Optional Redemption. Beginning on the fifth anniversary of the Acquisition, the Company shall, in its sole discretion, have the right to redeem, in whole but not in part, on a pro rata basis from all holders thereof based on the number of Class A Convertible Preferred Units then held, the outstanding Class A Convertible Preferred Units, for cash, at a redemption price per Class A Convertible Preferred Unit equal to the sum (such sum, the “Optional Redemption Price”) of (a) the Class A Accrued Amount as of the date such redemption is consummated (the “Optional Redemption Date”) plus (b) without duplication, any accrued and unpaid Class A Distributions from the last Quarterly Distribution Date to, but excluding, the Redemption Date. The Company may exercise its redemption right under this ‎Section 5.09 by delivering to the applicable holder at the address or e-mail address for such holder last shown on the records of the Company a written notice (which may be delivered by e-mail) stating the Company’s intention to exercise its redemption right, the number of the holder’s Class A Convertible Preferred Units to be redeemed, the Optional Redemption Date, which shall not be sooner than ten (10) Business Days after the delivery of such notice, and the Optional Redemption Price; provided that each holder shall have the right and reasonable opportunity to convert such Class A Convertible Preferred Units pursuant to ‎Section 3.04 prior to the Optional Redemption Date.

Article VI

Allocations

Section 6.01

Allocation of Net Income and Net Loss. For each Fiscal Year (or portion thereof), except as otherwise provided in this Agreement, Net Income and Net Loss (and, to the extent necessary and provided herein, individual items of income, gain, loss or deduction) of the Company shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in ‎Section 6.02, the Capital Account balance of each Member, immediately after making such allocations, is, as nearly as possible, equal to (i) the Distributions that would be made to such Member pursuant to ‎Section 12.03(c) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Book Value of the assets securing such liability), and the net assets of the

Company were Distributed, in accordance with ‎Section 12.03(c), to the Members immediately after making such allocations, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, upon a liquidation of the Company pursuant to ‎Section 12.03, the Company shall, to the extent necessary, allocate individual items of income, gain, loss or deduction of the Company among the Members such that the Capital Account balance of each Member is as nearly as possible, on a proportionate basis, equal to the amounts provided for in the first sentence of this ‎Section 6.01. Notwithstanding any other provision of this Agreement, the Partnership Representative may make such allocations of Net Income or Net Loss (or items thereof) as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into such facts and circumstances as it deems reasonably necessary for this purpose.

Section 6.02

Regulatory and Special Allocations. Notwithstanding the provisions of ‎Section 6.01:

(a)

If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(1). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This ‎Section 6.02(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted and applied in a manner consistently therewith.

(b)

Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This ‎Section 6.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)

In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes an Adjusted Capital Account Deficit, Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions to the extent required by the Treasury Regulations as quickly as possible. This ‎Section 6.02(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)

In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess to the extent required by the Treasury Regulations as quickly as possible, provided that an allocation pursuant to this ‎Section 6.02(d) shall be made only if and to the extent that such Member would have

a deficit Capital Account in excess of such sum after all other allocations provided for in this ‎Article VI have been made as if ‎Section 6.02(c) and this ‎Section 6.02(d) were not in this Agreement.

(e)

Nonrecourse Deductions for any Fiscal Year shall be allocated among the Members in the same proportion as the other Net Losses of the Company for such year.

(f)

Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1).

(g)

The allocations set forth in paragraphs ‎(a) through ‎(f) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this ‎Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

(h)

Net Losses allocated pursuant to ‎Section 6.01 shall not exceed the maximum amount of Net Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of Members would otherwise have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to ‎Section 6.01, the limitation set forth in this ‎Section 6.02(h) shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated (a) first, to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations (until the Capital Account balances of all Members shall be reduced to zero), and (b) thereafter in the same manner as Nonrecourse Deductions. If and to the extent Net Losses are allocated pursuant to this ‎Section 6.02(h) rather than ‎Section 6.01, then, notwithstanding ‎Section 6.01 above, subsequent allocations of Net Income shall be made first to the Members who received excess allocations of Net Losses pursuant to this ‎Section 6.02(h) in excess of what they would have otherwise received pursuant to ‎Section 6.01 (“Excess Net Losses”), in proportion to those Excess Net Losses, until all such Excess Net Losses have been offset with allocations of Net Income pursuant to this sentence. Any remaining allocations of Net Income shall be made in accordance with ‎Section 6.01.

Section 6.03

Tax Allocations.

(a)

Subject to ‎Section 6.03(b) through ‎Section 6.03(e), all income, gains, losses and deductions of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses and deductions among the Members for computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other Applicable Law, the Company’s subsequent income, gains, losses and deductions shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b)

Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in

accordance with Code Section 704(c) and Treasury Regulations Section 1.704-3, so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value.

(c)

If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c).

(d)

Allocations of tax credit, tax credit recapture and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Partnership Representative taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(e)

The Company shall make allocations pursuant to this ‎Section 6.03 in accordance with such method or methods as may be adopted for the Company by the Partnership Representative pursuant to Code Section 704(c).

(f)

Allocations pursuant to this ‎Section 6.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, Distributions or other items pursuant to any provisions of this Agreement.

Section 6.04

Allocations in Respect of Transferred Units. In the event of a Transfer of Units during any Fiscal Year made in compliance with the provisions of ‎Article IX, Net Income, Net Losses and other items of income, gain, loss and deduction of the Company attributable to such Units for such Fiscal Year shall be determined using the interim closing of the books method in accordance with applicable Treasury Regulations.

Section 6.05

Curative Allocations. In the event that the Partnership Representative determines, after consultation with counsel experienced in income tax matters, that the allocation of any item of Company income, gain, loss or deduction is not specified in this ‎Article VI (an “Unallocated Item”), or that the allocation of any item of Company income, gain, loss or deduction hereunder is clearly inconsistent with the Members’ economic interests in the Company (determined by reference to the general principles of Treasury Regulations Section 1.704-1(b) and the factors set forth in Treasury Regulations Section 1.704-1(b)(3)(ii)) (a “Misallocated Item”), then the Partnership Representative may allocate such Unallocated Items, or reallocate such Misallocated Items, to reflect such economic interests; provided, that no such allocation will be made without the prior consent of each Member that would be adversely and disproportionately affected thereby; and provided, further, that no such allocation shall have any material effect on the amounts distributable to any Member, including the amounts to be distributed upon the complete liquidation of the Company.

Article VII

Distributions

Section 7.01

General.

(a)

Subject to ‎Section 4.12, ‎Section 7.01(b), ‎Section 7.02 and ‎Section 7.03 the Managing Member shall have sole discretion regarding the amounts and timing of Distributions to Members, including to decide to forego payment of Distributions in order to provide for the retention and establishment of reserves of, or payment to third parties of, such funds as it deems necessary with respect to the Company’s reasonable business needs, which needs may include the payment or the making of provision for the payment when due of obligations, including, but not limited to, present and anticipated debts and obligations, capital needs and expenses, the payment of any management or administrative fees and expenses, payment of employees and reasonable reserves for contingencies (“Business Needs”).

(b)

Subject to compliance with ‎Section 4.12, the Company shall pay and be responsible for, and the Members acknowledge and agree that the Company shall make Distributions to CLI in respect of, the Business Needs of CLI. In furtherance thereof, upon written request of CLI including reasonable detail, the Company shall make Distributions to CLI in amounts sufficient to satisfy CLI’s Business Needs accruing or arising following the Closing Effective Date. All such Distributions shall be in addition to, and shall not reduce or offset the amount of Distributions required pursuant to, any other provision of this Agreement.

(c)

Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any Distribution to Members if such Distribution would violate § 18-607 of the Delaware Act or other Applicable Law.

Section 7.02

Timing and Priority of Distributions. Subject to ‎Section 4.12, ‎Section 7.01 and ‎Section 7.03, Distributions determined to be made by the Managing Member pursuant to ‎Section 7.01 (which shall exclude, for the avoidance of doubt, Distributions made in connection with a liquidation of the Company pursuant to ‎Section 12.03 of this Agreement) shall be made in the following order and priority:

(a)

first, to CLI, in one or more Distributions at the discretion of the Managing Member to satisfy any Business Needs that accrued or arose following the Closing Effective Date;

(b)

second, to the Class A Members until each Class A Member has been Distributed an amount equal to the sum of (x) the Class A Accrued Amount on each Class A Convertible Preferred Unit plus (y) without duplication, any accrued and unpaid Class A Distributions from the last Quarterly Distribution Date to, but excluding, the date of such Distribution, provided that prior to the making of any Distribution pursuant to this Section 7.02(b), each Class A Member shall have been (i) provided notice (a “Class A Distribution Notice”) at least five (5) Business Days prior to such Distribution including reasonable detail as to (A) the amount of such Distribution with respect the Class A Convertible Preferred Units and the Class B Common Units, (B) the amount of such Distribution with respect the Class A Convertible Preferred Units and the Class B Common Units if the Class A Convertible Preferred Units were converted into Class B Common Units prior to such Distribution pursuant to Section 3.04 hereof, and (C) the date by which a Conversion Notice must be delivered to the Company to convert Class A Convertible Preferred Units into Class B Common Units prior to such Distribution, provided that no Distribution Notice is required with respect to any Distribution consisting solely of a Class A Quarterly Distribution, and (ii) given the opportunity to

convert their Class A Convertible Preferred Units into Class B Common Units pursuant to the terms of the Class A Distribution Notice and Section 3.04 hereof;

(c)

third, 100% to the Class B Members until each Class B Member has been Distributed an amount equal to the Capital Contributions on each Class B Common Unit;

(d)

fourth, subject to any Retained Distributions (as defined below), 100% to the Class P Member until the total Distributions made the Class P Units is an amount equal to the Class P Percentage multiplied by the total amount of Distributions made pursuant to clauses (b) and (c) of this Section 7.02; and

(e)

thereafter, 100% to all the Members, pro rata based upon the number of Class B Common Units and, subject to any Retained Distributions, Class P Units held by such Member, provided that the Class P Member’s pro rata share pursuant to this clause (e) shall be adjusted such that, subject to any Retained Distributions, the Class P Member’s pro rata share of Distributions pursuant to clauses (d) and (e) shall equal the product of (x) the Class P Percentage multiplied by (y) the total amount of Distributions made pursuant to clauses (c), (d) and (e) of this Section 7.02.

Notwithstanding anything herein to the contrary, any Distributions with respect to Unvested Class P Units shall be retained by the Company (the “Retained Distribution”) and paid to the Class P Member if and when such Unvested Class P Units become Vested Class P Units; provided, that a portion of any Retained Distribution may be Distributed to the Class P Member as a Tax Distribution if the Class P Member is subject to income taxation on the items of income and gain attributable to such Retained Distribution in an amount determined by the Managing Member. If a Class P Unit is canceled or forfeited prior to becoming a Vested Class P Unit, then any such Retained Distribution shall be distributed to the Members in accordance with this ‎Section 7.02 immediately upon the Class P Member’s forfeiture of the Class P Units.

Section 7.03

Tax Distributions. For any taxable year (or portion thereof) during which the Company is treated as a partnership for U.S. federal income tax purposes and to the extent that the Managing Member reasonably determines that the Company has available funds (except as otherwise limited by the Act), the Managing Member shall cause the Company to make a distribution (a “Tax Distribution”) on a quarterly basis to each Member in an amount equal to the excess (if any) of (i) the product of (a) the taxable net income allocated to such Member pursuant to this Agreement (or an estimate thereof) in respect of any Fiscal Year, multiplied by (b) such Member’s Tax Rate, over (ii) the aggregate amount of cash Distributions or expected cash Distributions to such Member in respect of such Fiscal Year pursuant to ‎Section 7.02 (as reasonably determined by the Managing Member) to permit the Member to pay taxes (including estimated taxes), clauses (i) and (ii) shall be adjusted to take into account the benefit of net operating losses and other tax attributes that are reasonably expected to be available to offset such taxable net income. The Members shall cooperate with the Managing Member to determine their applicable Tax Rate. All Tax Distributions made pursuant to this ‎Section 7.03 shall (i) be treated as advances on Distributions otherwise payable under ‎Section 7.02 (or ‎Section 12.03) so that the total amount distributed to a Member under ‎Section 7.02 (or ‎Section 12.03) and this ‎Section 7.03 is the same as the amount that would have been distributed to such Member under ‎Section 7.02 (or ‎Section 12.03) had this ‎Section 7.03 not been included in the Agreement, and (ii) be subject to the limitations on distributions pursuant to ‎Section 7.01(b) and the Managing Member’s reasonable determination based on amount of Distributable Cash, with any shortfall in amounts available for distribution to be prorated according to each Member’s relative share of allocable net taxable income for such Fiscal Year; provided, however, that any amount that should have been distributed to a

Member in a given Fiscal Year and is not distributed in such Fiscal Year shall be carried forward and added to the amount to be distributed in the immediately following Fiscal Year.

Section 7.04

Tax Withholding; Withholding Advances.

(a)

Tax Withholding. If requested by the Partnership Representative, each Member shall, if able to do so, deliver to the Partnership Representative:

(i)

an affidavit in form satisfactory to the Partnership Representative that the applicable Member (or its members, as the case may be) is not subject to withholding under the provisions of any federal, state, local, foreign or other Applicable Law;

(ii)

any certificate that the Partnership Representative may reasonably request with respect to any such laws; and/or

(iii)

any other form or instrument reasonably requested by the Partnership Representative relating to any Member’s status under such law.

If a Member fails or is unable to deliver to the Partnership Representative the affidavit described in ‎Section 7.04(a)(i), the Partnership Representative may withhold amounts from such Member in accordance with ‎Section 7.04(b).

(b)

Withholding Advances. If a Member fails to satisfy the condition required under Section 7.04‎(a)(i), the Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Partnership Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any Distribution or allocation by the Company of income or gain to such Member and to withhold the same from Distributions to such Member. In the event that the distributions or proceeds to the Company or any Company Subsidiary are reduced on account of taxes withheld at the source or any taxes are otherwise required to be paid by the Company and such taxes are imposed on or with respect to one or more, but not all of the Members in the Company, the amount of the reduction shall be borne by the relevant Members and treated as if it were paid by the Company as a Withholding Advance with respect to such Members. Taxes imposed on the Company where the rate of tax varies depending on characteristics of the Members shall be treated as taxes imposed on or with respect to the Members for purposes of the preceding sentence. Any funds withheld from a Distribution by reason of this ‎Section 7.04(b) shall nonetheless be deemed Distributed to the Member in question for all purposes under this Agreement and, at the option of the Partnership Representative, shall be charged against the Member’s Capital Account.

(c)

Repayment of Withholding Advances. Any Withholding Advance made by the Company to a Taxing Authority on behalf of a Member and not simultaneously withheld from a Distribution to that Member shall, with interest thereon accruing from the date of payment at a rate equal to the prime rate published in the Wall Street Journal on the date of payment plus two percent (2.0%) per annum:

(i)

be promptly repaid to the Company by the Member on whose behalf the Withholding Advance was made (which repayment by the Member shall not constitute a Capital Contribution, but shall credit the Member’s Capital Account if the Managing Member shall have initially charged the amount of the Withholding Advance to the Capital Account); or

(ii)

with the consent of the Partnership Representative, be repaid by reducing the amount of the next succeeding Distribution or Distributions to be made to such Member (which reduction amount shall be deemed to have been Distributed to the Member, but which shall not further reduce the Member’s Capital Account if the Partnership Representative shall have initially charged the amount of the Withholding Advance to the Capital Account).

Interest shall cease to accrue from the time the Member on whose behalf the Withholding Advance was made repays such Withholding Advance (and all accrued interest) by either method of repayment described above.

(d)

Imputed Underpayment. Any “imputed underpayment” within the meaning of Code Section 6225 paid (or payable) by the Company as a result of an adjustment with respect to any Company item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), shall be treated as if it were paid by the Company as a Withholding Advance with respect to the appropriate Members. The Partnership Representative shall reasonably determine the portion of an Imputed Underpayment Amount attributable to each Member or former Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a Member shall be treated as a Withholding Advance with respect to such Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a former Member shall be treated as a Withholding Advance with respect to both such former Member and such former Member’s transferee(s) or assignee(s), as applicable, and the Partnership Representative may in its reasonable discretion exercise the Company’s rights pursuant to this Section in respect of either or both of the former Member and its transferee or assignee. Imputed Underpayment Amounts treated as a Withholding Advance also shall include any imputed underpayment within the meaning of Code Section 6225 paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or agreement.

(e)

Indemnification. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties which may be asserted by reason of the Company’s failure to deduct and withhold tax on amounts Distributable or allocable to such Member. The provisions of this ‎Section 7.04(e) and the obligations of a Member pursuant to ‎Section 7.04(e) shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or Transfer of its Units. The Company may pursue and enforce all rights and remedies it may have against each Member under this ‎Section 7.04(e), including bringing a lawsuit to collect repayment with interest of any Withholding Advances.

(f)

Overwithholding. Neither the Company nor the Partnership Representative shall be liable for any excess taxes withheld in respect of any Distribution or allocation of income or gain to a Member. In the event of an overwithholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Taxing Authority.

Section 7.05

Distributions in Kind.

(a)

The Managing Member is hereby authorized, in its sole discretion, to make Distributions to the Members in the form of securities or other property held by the Company; provided, that, for the avoidance of doubt, any and all Class A Distributions shall be in cash. In any non-cash Distribution, the securities or property so Distributed will be Distributed among the

Members in the same proportion and priority as cash equal to the Fair Market Value of such securities or property would be Distributed among the Members pursuant to ‎Section 7.02.

(b)

Any Distribution of securities shall be subject to such conditions and restrictions as the Managing Member determines are required or advisable to ensure compliance with Applicable Law. In furtherance of the foregoing, the Managing Member may require that the Members execute and deliver such documents as the Managing Member may deem necessary or appropriate to ensure compliance with all federal and state securities laws that apply to such Distribution and any further Transfer of the Distributed securities, and may appropriately legend the certificates that represent such securities to reflect any restriction on Transfer with respect to such laws.

Article VIII

Management

Section 8.01

Management by the Managing Member. Except as otherwise expressly set forth in this Agreement, the Managing Member shall be deemed to be a “manager” for purposes of applying the Act. Except as expressly provided in this Agreement or the Delaware Act, the business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled by or under the direction of the Managing Member. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purposes of the Company’s and its Subsidiaries’ business and affairs, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Member shall have such right). Except as expressly provided in this Agreement, the Managing Member shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, subject only to the terms of this Agreement.

Section 8.02

Officers. The Managing Member may appoint individuals as officers of the Company (the “Officers”) as it deems necessary or desirable to carry on the business of the Company and the Managing Member may delegate to such Officers such power and authority as the Managing Member deems advisable. No Officer need be a Member. Any individual may hold two or more offices of the Company. Each Officer shall hold office until his or her successor is designated by the Managing Member or until his or her earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Managing Member. Any Officer may be removed by the Managing Member at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by the Managing Member.

Section 8.03

No Personal Liability. Except as otherwise provided in the Delaware Act, by Applicable Law or expressly in this Agreement, no Officer or Member will be obligated personally for any debt, obligation or liability of the Company or of any Company Subsidiaries, whether arising in contract, tort or otherwise, solely by reason of being an Officer or Member or any combination of the foregoing.

Article IX

Transfer

Section 9.01

General Restrictions on Transfer.

(a)

Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to ‎Section 9.02 or in accordance with the procedures described in ‎Section 9.02.

(b)

Any Transfer or attempted Transfer of any Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Units or Unit Equivalents for all purposes of this Agreement.

Section 9.02

Permitted Transfers. The provisions of ‎Section 9.01(a) shall not apply to any of the following Transfers by any Member of any of its Units or Unit Equivalents:

(a)

Transfer to an Affiliate; and

(b)

Transfer with the prior written consent of the Managing Member.

Notwithstanding the foregoing, no Transfer shall be permitted if the Managing Member determines that it creates a material risk (alone or together with other Transfers) that the Company may become treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code.

Any Imputed Underpayment Amount that is properly allocable to an assignor of an interest, as reasonably determined by the Managing Member, shall be treated as a Withholding Advance with respect to the applicable assignee in accordance with ‎Section 7.04. Furthermore, as a condition to any assignment, each assignor shall be required to agree (i) to continue to comply with the provisions of ‎Section 7.04 and ‎Section 11.02 notwithstanding such assignment, and (ii) to indemnify and hold harmless the Company from and against any and all liability with respect to the assignee’s Withholding Advance resulting from Imputed Underpayment Amounts attributable to the assignor to the extent that the assignee fails to do so.

Section 9.03

Class A Put Right.

(a)

In the event an Acquisition is not consummated within twenty-four (24) months following the Closing Effective Date (the “Put Right Trigger”), the Class A Member shall have the right (the “Put Right”) to require the Company, at the Class A Member’s election, to redeem all of the outstanding Class A Convertible Preferred Units for cash, at a redemption price per Class A Convertible Preferred Unit equal to the Class A Accrued Amount in respect of such Class A Convertible Preferred Unit plus, without duplication, any accrued and unpaid Class A Distribution with respect to such Class A Convertible Preferred Unit from the last Quarterly Distribution Date to, but excluding, the date such redemption is consummated.

(b)

The exercise of the Put Right shall be made by delivering to the Company written notice (which may be delivered by e-mail) (the “Put Right Notice”) stating the Class A Member’s intention to exercise the Put Right, the number of Class A Convertible Preferred Units to be redeemed, and the date and time of such redemption.

(c)

The Company shall deliver the amount payable upon exercise of the Put Right within two (2) Business Days following the delivery of the Put Right Notice.

Article X

Covenants

Section 10.01

Confidentiality.

(a)

Each Member acknowledges that during the term of this Agreement, such Member will have access to and become acquainted with trade secrets, proprietary information and confidential information belonging to the Company and the Company Subsidiaries that are not generally known to the public, including, but not limited to, information concerning business plans, financial statements and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists or other business documents which the Company treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium) (collectively, “Confidential Information”). In addition, each Member acknowledges that: (i) the Company and the Company Subsidiaries have invested, and continue to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides the Company and the Company Subsidiaries with a competitive advantage over others in the marketplace; and (iii) the Company and the Company Subsidiaries would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Member is subject, no Member shall, directly or indirectly, disclose (other than solely for the purposes of such Member monitoring and analyzing their investment in the Company or performing their duties as a Managing Member, Officer, employee, consultant or other service provider of the Company and/or the Company Subsidiaries) at any time, either during their association or employment with the Company and/or the Company Subsidiaries or during the six month period thereafter, any Confidential Information of which such Member is or becomes aware. Each Member in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft.

(b)

Nothing contained in ‎Section 10.01(a) shall prevent any Member from disclosing Confidential Information: (i) upon the order of any court or administrative agency; (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Member; (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests; (iv) to the extent necessary in connection with the exercise of any remedy hereunder; (v) to other Members; (vi) to such Member’s Affiliates; (vii) to such Member’s Representatives who, in the reasonable judgment of such Member, need to know such Confidential Information and agree to be bound by the provisions of this ‎Section 10.01 as if a Member; (viii) to any potential Permitted Transferee in connection with a proposed Transfer of Units from such Member, as long as such Transferee agrees to be bound by the provisions of this ‎Section 10.01 as if a Member; (ix) with respect to the Class A Members and the Class B Members, to their and their respective Affiliates’ current and potential investors in the ordinary course of business; or (x) with respect to any holder of Class A Convertible Preferred Units, to its current and potential financing sources.

Section 10.02

Restrictive Covenants. Each Member shall be subject to the following covenants of this ‎Section 10.02.

(a)

Non-disparagement. Each Member agrees that, while a Member and for a period of six (6) months from the date such Member (or its Permitted Transferees) ceases to be a Member,

no Member shall make any public statements, in writing or orally, that disparages the Company or any Company Subsidiary or any of their Affiliates, officers or directors; provided, that the foregoing shall not be violated by, and such Member shall not be restricted from, (i) making statements in response to any legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including depositions in connection with such proceedings), or (ii) any communications made by each Member in connection with any legal proceeding between or involving such Member, on the one hand, and the Company or any of its Affiliates, officers, directors, managers, employees, shareholders, or agent, on the other hand.

(b)

Blue Pencil. The covenants contained in this ‎Section 10.02 shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision encompassing the Restricted Business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this ‎Section 10.02. If any court of competent jurisdiction determines that any of the covenants set forth in this ‎Section 10.02, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to modify any such unenforceable provision to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced, in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this ‎Section 10.02 or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by Applicable Law. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then the parties agree that such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. The parties hereto expressly agree that this Agreement as so modified shall be binding upon and enforceable against each of them.

(c)

Remedies. Each Member acknowledges that a breach of any of the covenants contained in this ‎Section 10.02 may cause irreparable damage to the Company, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, each Member agrees that if such Member breaches or threatens to breach any of the covenants contained in this ‎Section 10.02, in addition to any other remedy which may be available to the Company at law or in equity, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy.

Article XI

Accounting and Tax Matters

Section 11.01

Information Rights. The Company shall furnish to each Member:

(a)

Annual Financial Statements. As soon as available, but in any event within one hundred twenty (120) days after the end of the applicable Fiscal Year, balance sheets of the Company and any Company Subsidiaries as of the end of each Fiscal Year and statements of income, cash flows, and Members’ equity for such Fiscal Year, which financial statements shall have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby.

(b)

Quarterly Financial Statements. As soon as available after the end of each quarterly accounting period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), but in any event within forty-five (45) days after the end of the applicable quarterly accounting period, unaudited balance sheets of the Company and Company Subsidiaries as of the end of each such fiscal quarter and for the current Fiscal Year to date and unaudited statements of income, cash flows, and Members’ equity for such fiscal quarter and for the current Fiscal Year to date, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto).

(c)

Additional Information. All additional information regarding the Company and its Subsidiaries as may be requested from time to time, including without limitation all information required to enable CLI to satisfy its obligations under applicable securities laws and otherwise.

Any reports, schedules, forms, statements, and other documents filed by CLI with the SEC pursuant to the Exchange Act shall be deemed to have constituted provision of the information required by this ‎Section 11.01.

Section 11.02

Tax Matters.

(a)

The Managing Member shall be designated as the Partnership Representative, and is further authorized to designate any individual as the “designated individual” for the Company, who shall have all the powers of the Partnership Representative hereunder. Each Member hereby consents to each such designation and agrees that upon the request of the Partnership Representative, it will execute, certify, acknowledge, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Managing Member is authorized and empowered in the name of and on behalf of the Company to revoke a designation of any Person as the Partnership Representative and appoint a successor Partnership Representative. Without limitation of any right to reimbursement or indemnification under this Agreement, the Partnership Representative shall be entitled to be reimbursed by the Company for all costs and expenses incurred in its capacity as such and to be indemnified by the Company (solely out of Company assets) with respect to any action brought against it in connection with serving in such capacity.

(b)

For so long as the Company is treated as a partnership for U.S. federal income tax purposes, the Partnership Representative shall be authorized to manage the tax matters of the Company and shall be permitted to take any and all actions under the BBA Rules, and shall have any and all powers necessary to perform fully in such capacity. In such regard, the authority of the Partnership Representative shall include the authority to represent the Company before taxing authorities and courts in tax matters affecting the Company and the Members in their capacity as such and the authority, in its sole discretion, to make any election under the BBA Rules, including the election under Section 6226 of the Code, in connection with any tax proceeding; provided that the Partnership Representative shall in all cases act at the direction of the Managing Member and, for the avoidance of doubt, be subject to the consent rights set forth in ‎Section 4.12(d) and provided further that, to the extent that the Partnership Representative will take any action that will have a material disproportionate impact on the Class A Members, the Partnership Representative shall consult with the Class A Members before taking any such action.

(c)

Any Member (including any former Member) that receives communications from, or is otherwise in dispute with, any taxing authority in relation to a matter relating to the Company, including the amount or treatment of any Company item reflected on such Member’s IRS Schedule

K-1, shall notify the Partnership Representative within thirty (30) days or as promptly as practicable thereafter following the occurrence of the dispute, and if the Partnership Representative reasonably determines that the matter is of material relevance to the tax position of the Company, such Member shall consult in good faith with the Partnership Representative (or any advisor appointed by the Board for the purpose). Any Member (including any former Member) that enters into a settlement agreement with respect to any Company item shall notify the Partnership Representative of such settlement agreement and its terms within thirty (30) days or as promptly as practicable thereafter following such agreement. Each Member shall cooperate and otherwise provide the Partnership Representative any tax information reasonably requested (including providing information in connection with Section 743 of the Code) so that the Partnership Representative can implement the provisions of this ‎Section 11.02 (including by making any election permitted hereunder), can file any tax return of the Company and can conduct any tax proceeding or similar proceeding of the Company. The Partnership Representative shall be reimbursed by the Company for all costs and expenses incurred by such Person in acting as the Partnership Representative, and without limitation of any right to reimbursement or indemnification under this Agreement, the Partnership Representative shall be entitled to be indemnified by the Company (solely out of Company assets) with respect to any action brought against it in connection with serving in such capacity.

(d)

Except as otherwise provided by this Agreement (including, for the avoidance of doubt, ‎Section 4.12(d)), all elections required or permitted to be made by the Company under the Code or other U.S. state or local income tax law shall be made in such manner as determined by the Partnership Representative, including the election under Section 6226 of the Code. Each Member and former Member shall provide the Partnership Representative with any information in its possession or which it could obtain without undue cost or expense reasonably necessary for the Company to comply with Section 704(c), 734, 743, 754 of the Code or, to the extent applicable, Treasury Regulation Section 1.761-3.

(e)

Each Member shall report any and all items of Company income, gain, deduction, loss and credit and any other Company tax related items or treatment in a manner consistent with the IRS Schedule K-1 (and each other applicable tax return) provided to such Member by the Company with respect to such items. Each Member hereby undertakes promptly to provide to the Company, at its request, any and all information, statements or certificates which the Partnership Representative or the Managing Member may at any time judge reasonably necessary to comply with the tax laws of any jurisdiction, file any tax return, conduct any tax proceeding, determine the amount of Tax Distributions that are appropriately made to a Member or minimize any obligation which the Company may have to withhold tax on distributions to such Member (or any amount which would otherwise be withheld from the Company in respect of such Member).

(f)

Notwithstanding anything herein to the contrary, no entitlement of any Class A Member in respect of its Class A Units shall be treated as giving rise to any guaranteed payment under Code Section 707(c), amount described under Code Section 707(a), gross income allocation, “capital shift,” compensation for services, or any similar amount or treatment for U.S. federal (or applicable state or local) income tax purposes, other than the Class A Distribution when paid in cash on the Quarterly Distribution Date. The Company shall file all Tax returns and otherwise report consistent with, and shall not take any position in any Tax audit or otherwise inconsistent with, the foregoing treatment, except as otherwise required by a final determination (within the meaning of Section 1313 of the Code), by reason of a change in applicable Law after the date hereof or as otherwise consented to by BCP.

(g)

Tax Examinations and Audits.

(i)

The Partnership Representative shall promptly notify the Members if any tax return of the Company is audited or the Company is otherwise subject to any tax proceeding and shall keep the members reasonably informed as to the status of any such audit or other tax proceeding; and

(ii)

the Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations or audits of, or other tax proceedings with respect to, the Company’s affairs by Taxing Authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, that BCP shall be permitted to participate in any such audit or other proceeding at its own expense and the Partnership Representative shall not settle any material audit or other proceeding without the prior written consent of BCP (such consent not to be unreasonably withheld, conditioned or delayed).

(h)

Survival. The provisions of this ‎Section 11.02 and the obligations of a Member pursuant to ‎Section 11.02 shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or Transfer of its Units. The Company may pursue and enforce all rights and remedies it may have against each Member under this ‎Section 11.02.

Section 11.03

Tax Returns. Within 150 days, following the last day of each tax year of the Company, the Company shall prepare and make available, or cause its accountants to prepare and make available, to each Member and, to the extent necessary, to each former Member (or its legal representatives), a report setting forth in sufficient detail such information as shall enable such Member or former Member (or such Member’s legal representatives) to prepare its U.S. federal income tax return in accordance with the laws, rules and regulations then prevailing, provided that if the Company has not delivered such report within 75 days following the last day of each tax year of the Company, then within 75 days following the last day of each tax year, the Company shall deliver an estimated report with the best available information as of that date. The Managing Member or its designated agent shall prepare and file, or cause the accountants of the Company to prepare and file, any required U.S. federal information tax return in compliance with Section 6031 of the Code and any required state, local and non-U.S. income tax and information returns for each Fiscal Year of the Company; provided, that draft tax returns shall be provided to BCP as soon as reasonably practicable for review and comment, and the Company shall consider in good faith any such reasonable comments.

Section 11.04

Company Funds. All funds of the Company shall be deposited in its name, or in such name as may be designated by the Managing Member, in such checking, savings or other accounts, or held in its name in the form of such other investments as shall be designated by the Managing Member. The funds of the Company shall not be commingled with the funds of any other Person. All withdrawals of such deposits or liquidations of such investments by the Company shall be made exclusively upon the signature or signatures of such Officer or Officers as the Managing Member may designate.

Article XII

Dissolution and Liquidation

Section 12.01

Events of Dissolution. The Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a)

The determination of the Managing Member to dissolve the Company;

(b)

The sale, exchange, involuntary conversion, or other disposition or Transfer of all or substantially all the assets of the Company; or

(c)

The entry of a decree of judicial dissolution under § 18-802 of the Delaware Act.

Section 12.02

Effectiveness of Dissolution. Dissolution of the Company shall be effective on the day on which the event described in ‎Section 12.01 occurs, but the Company shall not terminate until the winding up of the Company has been completed, the assets of the Company have been distributed as provided in ‎Section 12.03 and the Certificate of Formation shall have been cancelled as provided in ‎Section 12.04.

Section 12.03

Liquidation. If the Company is dissolved pursuant to ‎Section 12.01, the Company shall be liquidated and its business and affairs wound up in accordance with the Delaware Act and the following provisions:

(a)

Liquidator. The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

(b)

Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(c)

Distribution of Proceeds.

(i)

The Liquidator shall liquidate the assets of the Company and Distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:

(A)

first, to the payment of all of the Company’s debts and liabilities, and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company);

(B)

second, to the establishment of and additions to reserves that are determined by the Managing Member in its sole discretion to be reasonably necessary for any contingent liabilities or obligations of the Company;

(C)

third, to CLI, in one or more Distributions at the discretion of the Managing Member to satisfy any Business Needs that accrued or arose following the Closing Effective Date;

(D)

fourth, to the Class A Members until each Class A Member has been Distributed an amount equal to the sum of (x) the Class A Accrued Amount on each Class A Convertible Preferred Unit plus (y) without duplication, any accrued and unpaid Class A Distributions from the last Quarterly Distribution Date to, but excluding, the date of such Distribution, provided that prior to the making of any Distribution pursuant to this Section 12.03(c)(i)(D), each Class A Member shall have been (i) provided a Class A Distribution Notice at least five (5) Business Days prior to such Distribution including reasonable detail as to (A) the amount of such Distribution with respect the Class A Convertible Preferred Units and the Class B Common Units, (B) the amount of such Distribution with respect the Class A Convertible Preferred Units and the

Class B Common Units if the Class A Convertible Preferred Units were converted into Class B Common Units prior to such Distribution pursuant to Section 3.04 hereof, and (C) the date by which a Conversion Notice must be delivered to the Company to convert Class A Convertible Preferred Units into Class B Common Units prior to such Distribution, provided that no Distribution Notice is required with respect to any Distribution consisting solely of a Class A Quarterly Distribution, and (ii) given the opportunity to convert their Class A Convertible Preferred Units into Class B Common Units pursuant to the terms of the Class A Distribution Notice and Section 3.04 hereof;

(E)

fifth, 100% to the Class B Members until each Class B Member has been Distributed an amount equal to the Capital Contributions on each Class B Common Unit;

(F)

sixth, subject to any Retained Distributions (as defined below), 100% to the Class P Member until the total Distributions made the Class P Units is an amount equal to the Class P Percentage multiplied by the total amount of Distributions made pursuant to clauses (D) and (E) of this Section 12.03; and

(G)

thereafter, 100% to all the Members, pro rata based upon the number of Class B Common Units and, subject to any Retained Distributions, Class P Units held by such Member, provided that the Class P Member’s pro rata share pursuant to this clause (G) shall be adjusted such that, subject to any Retained Distributions, the Class P Member’s pro rata share of Distributions pursuant to clauses (F) and (G) shall equal the product of (x) the Class P Percentage multiplied by (y) the total amount of Distributions made pursuant to clauses (E), (F) and (G) of this Section 12.03.

(d)

Discretion of Liquidator. Notwithstanding the provisions of ‎Section 12.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in ‎Section 12.03(c), if upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, in its absolute discretion, Distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of ‎Section 12.03(c), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such Distribution in kind will be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such Distribution, any property to be Distributed will be valued at its Fair Market Value.

Section 12.04

Cancellation of Certificate. Upon completion of the Distribution of the assets of the Company as provided in ‎Section 12.03(c) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Formation in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company.

Section 12.05

Survival of Rights, Duties and Obligations. Dissolution, liquidation, winding up or termination of the Company for any reason shall not release any party from any Loss which at the time of such dissolution, liquidation, winding up or termination already had accrued to any other party or

which thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish or otherwise adversely affect any Member’s right to indemnification pursuant to ‎Section 13.03.

Section 12.06

Recourse for Claims. Each Member shall look solely to the assets of the Company for all Distributions with respect to the Company, such Member’s Capital Account, and such Member’s share of Net Income, Net Loss and other items of income, gain, loss and deduction, and shall have no recourse therefor (upon dissolution or otherwise) against the Managing Member, the Liquidator or any other Member.

Article XIII

Exculpation and Indemnification

Section 13.01

Exculpation of Covered Persons.

(a)

Covered Persons. As used herein, the term “Covered Person” shall mean (i) each Member, (ii) the Managing Member in its capacity as such, (iii) each officer, director, shareholder, partner, member, controlling Affiliate, employee, agent or representative of each Member, and each of their controlling Affiliates, (iv) each Officer, employee, agent or representative of the Company and (v) the Partnership Representative.

(b)

Standard of Care. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in good-faith reliance on the provisions of this Agreement, so long as such action or omission does not constitute fraud, willful misconduct, or a breach of any of the terms of this Agreement by such Covered Person.

(c)

Good Faith Reliance. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Net Income or Net Losses of the Company or any facts pertinent to the existence and amount of assets from which Distributions might properly be paid) of the following Persons or groups: (i) one or more Officers or employees of the Company; (ii) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or the Managing Member; or (iii) any other Person selected in good faith by or on behalf of the Company or the Managing Member, in each case as to matters that such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in § 18-406 of the Delaware Act.

Section 13.02

Liabilities and Duties of Covered Persons. No Covered Person shall have any duty to, or otherwise be liable to, the Company or any other Member except as expressly set forth herein or in other written agreements and the waiver of duties and limitations of liability set forth in this ‎Section 13.02 shall apply to each such Person’s capacity as a Member (including as the Managing Member) or Officer.

(a)

No Fiduciary Duties. Notwithstanding anything herein to the contrary, any and all fiduciary duties of any Covered Person to the Company, any Company Subsidiary or to another Member or to another person shall be eliminated to the maximum extent permitted under the Delaware Act and any other applicable law. The provisions of this Agreement, to the extent that they

restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

(b)

Further, whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), the Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Covered Person is permitted or required to make a decision in such Covered Person’s “good faith,” the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Applicable Law.

Section 13.03

Indemnification.

(a)

Indemnification. To the fullest extent permitted by the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Delaware Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of:

(i)

Any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, any Member or any direct or indirect Subsidiary of the foregoing in connection with the business of the Company; or

(ii)

The fact that such Covered Person is or was acting in connection with the business of the Company as a partner, member, stockholder, controlling Affiliate, manager, director, officer, employee or agent of the Company, any Member, or any of their respective controlling Affiliates, or that such Covered Person is or was serving at the request of the Company as a partner, member, manager, director, officer, employee or agent of any Person including the Company or any Company Subsidiary;

provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (y) such Covered Person’s conduct did not constitute fraud or willful misconduct, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud or willful misconduct; provided, further, that, unless the Managing Member otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person on the one hand and any of the Company or its Subsidiaries on the other.

(b)

Reimbursement. The Company shall promptly reimburse (and/or advance to the extent reasonably required) each Covered Person for reasonable legal or other expenses (as incurred) of such Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this ‎Section 13.03; provided, that if it is finally judicially determined that such Covered Person is not entitled to the indemnification provided by this ‎Section 13.03, then such Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses.

(c)

Entitlement to Indemnity. The indemnification provided by this ‎Section 13.03 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this ‎Section 13.03 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this ‎Section 13.03 and shall inure to the benefit of the executors, administrators, legatees and distributees of such Covered Person.

(d)

Insurance. To the extent available on commercially reasonable terms, the Company shall purchase and maintain, at its expense as determined by the Managing Member, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as the Managing Member may determine; provided, that the failure to obtain such insurance shall not affect the right to indemnification of any Covered Person under the indemnification provisions contained herein, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If any Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then such Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to such Covered Person by the Company in respect of such Losses. The Company hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by CLI or its Affiliates (excluding the Company and its Subsidiaries). The Company hereby agrees, on behalf of itself and its Subsidiaries, (i) that it is an indemnitor of first resort (i.e., its obligations to each of the Covered Persons are primary and any obligation of CLI or its Affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by or on behalf of any of the Covered Persons is secondary), (ii) that it shall be required to advance the full amount of expenses incurred by or on behalf of each of the Covered Persons and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement (or, to the extent applicable, the Delaware Act), without regard to any rights such Covered Persons may have against CLI or its Affiliates (including under director and officer insurance policies), and (iii) that it irrevocably waives, relinquishes and releases CLI and its Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by CLI or its Affiliates on behalf of a Covered Persons with respect to any claim for which a Covered Person has sought indemnification from the Company or any Subsidiary of the Company shall affect the foregoing, and CLI and its Affiliates shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of a Covered Person against the Company or any Subsidiary of the Company. The Company and each of the Covered Persons agree that CLI and its respective Affiliates are express third-party beneficiaries of the terms of this ‎Section 13.03(d).

(e)

Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this ‎Section

13.03 shall be provided out of and to the extent of Company assets only, and no Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity by the Company.

(f)

Savings Clause. If this ‎Section 13.03 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this ‎Section 13.03 to the fullest extent permitted by any applicable portion of this ‎Section 13.03 that shall not have been invalidated and to the fullest extent permitted by Applicable Law.

(g)

Amendment. The provisions of this ‎Section 13.03 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this ‎Section 13.03 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No amendment, modification or repeal of this ‎Section 13.03 that adversely affects the rights of a Covered Person to indemnification for Losses incurred or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce such Covered Person’s entitlement to indemnification for such Losses without the Covered Person’s prior written consent.

Section 13.04

Survival. The provisions of this ‎Article XIII shall survive the dissolution, liquidation, winding up and termination of the Company.

Article XIV

Miscellaneous

Section 14.01

Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 14.02

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member hereby agree, at the request of the Company or any other Member, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 14.03

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) or e-mail of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this ‎Section 14.03):


If to the Company:	ContextLogic Holdings, LLC c/o CLI, Inc. 2648 International Blvd., Suite 115 Oakland, California 94601 Attention: Chief Executive Officer; Corporate Secretary
with a copy to:	Schulte, Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Email: david.curtiss@srz.com; daniel.eisner@srz.com, Attention: David A. Curtiss; Daniel J. Eisner
If to a Member, to such Member’s respective mailing address as set forth on the Members Schedule.

Section 14.04

Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 14.05

Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 14.06

Entire Agreement. This Agreement, together with the Certificate of Formation, and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Section 14.07

Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 14.08

No Third-party Beneficiaries. Except as provided in ‎Article XIII, which shall be for the benefit of and enforceable by Covered Persons as described therein, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 14.09

Amendment.

(a)

Subject to ‎Section 4.12, no provision of this Agreement or the Certificate of Formation of the Company may be amended, modified, restated, repealed or waived (by amendment, merger, consolidation, operation of law, or otherwise) except by a writing that is executed by the

Managing Member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, this Agreement may not be amended so as to impose upon any Member personal liability for the Company’s debts and liabilities.

(b)

Any amendment in accordance with ‎Section 14.09(a) shall be binding upon each Member and the Company.

(c)

Without limiting the provisions of ‎Section 4.12 or ‎Section 14.09(a) above, this Agreement may be amended from time to time in each and every manner deemed necessary or appropriate by the Managing Member to comply with the then existing requirements of the Code and the Treasury Regulations affecting the Company or any other provision of applicable law or regulation.

(d)

Without limiting the provisions of ‎Section 4.12 or ‎Section 14.09(a) above, the Managing Member shall be entitled to amend, amend and restate, or authorize the amendment, or amendment and restatement of, the Certificate of Formation from time to time to reflect any action, matter or change (whether an amendment to this Agreement or otherwise) approved by the Class A Members and the Class B Member.

Section 14.10

Waiver. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this ‎Section 14.10 shall diminish any of the waivers set forth in this Agreement, including in ‎Section 4.07(e), ‎Section 13.02(a), ‎Section 13.03(d) and ‎Section 14.13 hereof.

Section 14.11

Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

Section 14.12

Submission to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Delaware (or in the Court of Chancery of the State of Delaware located in New Castle County, Delaware or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the address set forth in ‎Section 14.03 shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 14.13

Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 14.14

Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement may give rise to irreparable harm to the other parties, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 14.15

Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in ‎Section 13.02 to the contrary.

Section 14.16

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

COMPANY:

CONTEXTLOGIC HOLDINGS, LLC

By: /s/ Rishi Bajaj_____________________

Name: Rishi Bajaj

Title: Authorized Signatory

MANAGING MEMBER:

CONTEXTLOGIC INC.

By: /s/ Rishi Bajaj_____________________

Name: Rishi Bajaj

Title: Chief Executive Officer

MEMBER:

BCP Special Opportunities Fund III Originations LP

By: BCP Special Opportunities Fund III GP LP, its general partner

By: BCP SOF III GP L.L.C., its general partner

By: /s/ Edward Goldthorpe_____________________

Name: Edward Goldthorpe

Title: Authorized Signatory

[Signature Page to A&R Limited Liability Company Agreement]

Members Schedule of ContextLogic Holdings, LLC


Member Name	Class A Convertible Preferred Units	Class B Common Units	Class P Units	Capital Contribution	Capital Commitment
BCP Special Opportunities Fund III Originations LP	75,000	--	--	$75,000,000.00	$75,000,000.00
ContextLogic, Inc.	--	26,366,286.06	--	$141,702,000.00	$141,702,000.00
Rishi Bajaj	--	--	2,372,216.60	$0	$0

Exhibit A

FORM OF JOINDER AGREEMENT

Reference is hereby made to the Amended and Restated Limited Liability Company Agreement, dated March 6, 2025, as amended and/or restated from time to time (the “LLC Agreement”), by and among ContextLogic Holdings, LLC, a limited liability company organized under the laws of Delaware (the “Company”) and each of the Members of the Company. Pursuant to and in accordance with ‎Section 4.01(b) of the LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the LLC Agreement and agrees that upon execution of this Joinder Agreement, such Person shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the LLC Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

     
[●]

     
    By_____________________
Name:
Title:

Contribution AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of March 6, 2025 (the “Effective Date”), is made by and between ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”) and ContextLogic Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not herein defined shall have the meanings given to them in that certain Amended and Restated Investment Agreement, dated as of March 6, 2025, by and among the Parent, the Company and BCP Special Opportunities Fund III Originations LP (the “Investment Agreement”).

Recitals

WHEREAS, the Parent desires to contribute to the Company, and the Company desires to accept, $141,702,000.00 of its Cash and Cash Equivalents as of the Effective Date (the “Parent Contribution”), and, in consideration of the Parent Contribution, the Company desires to issue 26,332,115.38 common units of the Company (the “Common Units”) to the Parent on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the covenants herein contained, the parties agree as follows:

Section 1.

Issuance of Common Units.

(a)

The Parent hereby contributes and delivers to the Company, and the Company hereby accepts, the Parent Contribution, free and clear of any and all liens and encumbrances, and, in exchange therefor, the Company hereby issues to the Parent, and the Parent hereby accepts, the Common Units, free and clear of any and all liens and encumbrances (other than liens and encumbrances created by the LLC Agreement or restrictions imposed on transfer under applicable federal and state securities Laws and regulations).

(b)

To the extent the Parent holds any Cash or Cash Equivalents that are subject to any liens or encumbrances and cannot be transferred to the Company as part of the Parent Contribution on the Effective Date, Parent shall contribute the full amount of such Cash and Cash Equivalents to the Company as soon as such liens or encumbrances are released and such Cash and Cash Equivalents are available for transfer to the Company. The parties acknowledge and agree that the Parent currently expects to contribute approximately $4,300,000 dollars to the Company upon its release on or about April 1, 2025 and an incremental $700,000 to the Company on or about September 1, 2025, for an aggregate incremental contribution to the Company of $5,000,000 pursuant to this Section 1(b).

(c)

The Parent hereby acknowledges and agrees that (a) the Common Units held by it shall be subject to the terms and conditions of Company’s Amended and Restated Limited Liability Company Agreement, dated as of the date hereof (as in effect from time to time, the “LLC Agreement”), (b) the Parent has been provided a copy of the LLC Agreement and shall be required to become a party to and bound by the LLC Agreement as part of and as a condition to its receipt of any Common Units hereunder or under the Investment Agreement, and (c) the Parent shall sign the LLC Agreement on the date hereof.

Section 2.

Representations and Warranties of the Company.

(d)

The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder, including the issuance of the Common Units to the Parent. The execution, delivery and performance of this Agreement by the Company has been duly and validly approved by all requisite limited liability company action, and no other limited liability company act or proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

(e)

Neither the execution and delivery of this Agreement nor the issuance of the Common Units will (i) contravene, conflict with, or result in a violation or default under any provision of the organizational documents of the Company, (ii) contravene, conflict with, or result in a violation of or default under any Law to which the Company may be subject or (iii) violate or conflict with, or result in a default under, or give any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate or modify any material contract to which the Company is subject, except for any of the foregoing as would not, individually or in the aggregate, materially impair, materially impact or delay the ability of the Company to consummate the transactions contemplated hereby.

(f)

When issued and delivered in accordance with this Agreement, each Common Unit will be duly authorized, validly issued, fully paid and nonassessable and will be free and clear of any and all liens and encumbrances (other than liens and encumbrances created by the LLC Agreement or restrictions imposed on transfer under applicable federal and state securities Laws and regulations), and assuming the Parent has the requisite power and authority to be the lawful owner of the Common Units, when issued and delivered in accordance with this Agreement, the Parent will acquire good and valid title, free and clear of any and all liens and encumbrances (other than the liens and encumbrances created by the LLC Agreement or restrictions imposed on transfer under applicable federal and state securities Laws and regulations) to the Common Units issued to the Parent hereunder.

Section 3.

Representations and Warranties of the Parent

(g)

The Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. The execution, delivery and performance of this Agreement by the Parent has been duly and validly approved by all requisite corporate action, and no other corporate act or proceeding on

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the part of the Parent is necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent and constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

(h)

Neither the execution and delivery of this Agreement nor the receipt of the Common Units will (i) contravene, conflict with, or result in a violation or default under any provision of the organizational documents of the Parent, (ii) contravene, conflict with, or result in a violation of or default under any Law to which the Parent may be subject or (iii) violate or conflict with, or result in a default under, or give any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate or modify any material contract to which the Parent is subject, except for any of the foregoing as would not, individually or in the aggregate, materially impair, materially impact or delay the ability of the Parent to consummate the transactions contemplated hereby.

Section 4.

Tax Treatment. The parties agree that the Parent Contribution in exchange for the Common Units is intended to qualify as a tax-deferred capital contribution described in Section 721(a) of the Code. The parties shall prepare and file (and shall cause their affiliates to prepare and file) all federal and applicable state and local income tax returns in a manner consistent with such intended tax treatment, except as otherwise required by a “final determination” within the meaning of Section 1313(a) of the Code.

Section 5.

Miscellaneous.

(i)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(j)

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(k)

Amendments. This Agreement may be amended only upon the written consent of all of the parties hereto.

(l)

Counterparts; Electronic Delivery. This Agreement may be executed simultaneously in two or more counterparts (each of which may be transmitted electronically in PDF or similar format), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

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(m)

Descriptive Headings; Interpretation. Section headings used in this Agreement are for convenience only and are not to affect the construction of, or to be taken into consideration in interpreting, such agreement. The use of the word “including” or any variation or derivative thereof in this Agreement is by way of example rather than by limitation.

(n)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any rules, principles or provisions of choice of law or conflict of laws.

(o)

Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably necessary or desirable to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby.

(p)

Entire Agreement. This Agreement and the other documents referred to herein contain the entire agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Contribution Agreement to be duly executed and delivered as of the Effective Date.

COMPANY:

CONTEXTLOGIC HOLDINGS, LLC

By: /s/ Rishi Bajaj_____________________

Name: Rishi Bajaj

Title: Authorized Signatory

PARENT:

CONTEXTLOGIC INC.

By: /s/ Rishi Bajaj_____________________

Name: Rishi Bajaj

Title: Chief Executive Officer

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 6, 2025 between Rishi Bajaj (“Executive”) and ContextLogic Inc., a Delaware corporation (the “Company”).

WHEREAS, Executive currently serves as the Chief Executive Officer of the Company pursuant to a letter agreement, dated April 2, 2024, between Executive and the Company (the “Prior Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement as of the Effective Date (as defined in Section ‎3 hereof), to memorialize the terms and conditions of Executive’s continued employment with the Company.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

Defined Terms. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section ‎18 hereof.

Employment. The Company hereby agrees to continue to employ Executive as the Company’s Chief Executive Officer, and Executive hereby accepts such continued employment, on the terms and conditions set forth herein. Executive shall also continue to serve as a member of the Board, and, during the Employment Period (as defined below), the Company shall take such action as may be necessary to nominate Executive for re-election as a member of the Board at the expiration of the then-current term.

Term. The term of Executive’s employment hereunder shall commence on March 6, 2025 (the “Effective Date”) and shall end on the date on the Termination Date (as defined herein). The period during which Executive is employed pursuant to Section ‎2 hereof shall be referred to as the “Employment Period.” Nothing in this Section ‎3 shall limit the right of the Company or Executive to terminate Executive’s employment hereunder on the terms and conditions set forth in Section ‎6 hereof.

Duties and Responsibilities. During the Employment Period, Executive shall serve as the Company’s Chief Executive Officer, with such duties and responsibilities as those customarily performed by the chief executive officer of a publicly-traded United States-based company of similar size, including the pursuit of M&A transaction(s) on behalf of the Company. During the Employment Period, Executive shall report directly to the Board. During the Employment Period, Executive shall devote substantially all of Executive’s business time and attention to Executive’s duties and responsibilities under the Agreement; provided, that, the Company acknowledges and agrees that it shall not be a breach of Executive’s obligations hereunder for Executive, subject to the business needs of the Company, to serve as an officer, director or trustee of, or otherwise to participate in, educational, welfare, social, religious and civic organizations, sit on boards of any business that is not a Competitive Business and/or manage

Executive’s personal and family investments. Further, the Company acknowledges and agrees that Executive shall be permitted to continue to own and operate the Investment Business.

Compensation and Related Matters.

(a)

Base Salary. During the Employment Period, Executive shall be paid an annual base salary of five hundred fifty thousand dollars ($550,000), subject to annual increases (but not decreases) at the discretion of the Company (as increased from time to time, the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll practices.

(b)

Bonus. During the Employment Period, Executive shall be eligible to be paid cash incentive compensation (an “Incentive Bonus”) by the Company in respect of each calendar year (or other applicable shorter performance period) (a “Performance Period”) that ends during the Employment Period, to the extent earned based on performance against reasonably attainable, objective performance criteria. The performance criteria for any particular Performance Period shall be determined by the Compensation Committee of the Board no later than sixty (60) days after the commencement of the relevant Performance Period. Executive’s Incentive Bonus for a Performance Period shall equal no more than one hundred fifty percent (150%) of Executive’s annualized year-end Base Salary for that Performance Period. Except as otherwise set forth in Section ‎7(c), Executive shall be required to remain employed through the date any Incentive Bonus is payable to Executive by the Company.

(c)

Equity Grant. On the Effective Date (or as soon thereafter as reasonably practicable), the Executive shall be granted 2,372,216.60 Class P Units in ContextLogic Holdings, LLC, of which 474,443.55 Class P Units shall vest based on time (the “Time Vesting Grant”) and 1,897,773.05 Class P Units shall vest based on performance (the “Performance Vesting Grant”). The Class P Units shall be subject to such terms and conditions as set forth in the Limited Liability Company Agreement of ContextLogic Holdings, LLC and as set forth in the joinder agreement attached as Exhibit A (the “Joinder Agreement”).

(d)

Benefit Plans. During the Employment Period, Executive shall be entitled to participate in all employees benefit plans and arrangements that are made available generally to other similarly situated employees of the Company in accordance with their respective terms.

(e)

Expenses. The Company shall pay or reimburse Executive for ordinary and necessary reasonable expenses which Executive incurs during the Employment Period in performing Executive’s duties under this Agreement, in accordance with the Company’s corporate policies.

(f)

Legal Fees. Upon presentation of appropriate documentation, the Company shall pay Executive’s reasonable counsel fees, not to exceed $40,000, incurred in connection with the negotiation and documentation of this Agreement, and matters related hereto, payable within thirty (30) days following the Effective Date; provided, however, that in the event the Company requests that Executive submit invoices associated with such legal representation to substantiate the reimbursement of reasonable attorneys’ fees and costs, Executive shall be permitted to redact such legal invoices to protect and preserve attorney-client privilege.


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(g)

Vacation. During the Employment Period, Executive shall be entitled to vacation in accordance with the policies made available to other key Executives of the Company. Such vacations shall be taken at such times and intervals as shall be determined by Executive, subject to the business needs of the Company.

(h)

Indemnification; Liability Insurance. Executive shall be entitled to the rights, entitlements and protections set forth in the Indemnification Agreement filed as Exhibit 10.1 with the Company’s most recent Annual Report on Form 10-K, which, to the extent Executive is not a party thereto, shall be deemed incorporated herein by reference as if fully set forth herein. In addition, during Executive’s employment with the Company and while potential liability exists thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to other directors and officers of the Company. The provisions of this section shall survive the termination of this Agreement and Executive’s employment with the Company.

Termination. Executive’s employment hereunder may be terminated during the Employment Period, as follows:

(a)

Death. Executive’s employment shall terminate upon Executive’s death. Upon such a termination, Executive’s estate shall become entitled to the payments and benefits provided in Section ‎7(a) hereof.

(b)

Disability. The Company may terminate Executive’s employment hereunder for Disability. Upon such a termination, Executive shall be entitled to the payments and benefits provided in Section ‎7(a) hereof.

(c)

Termination by the Company With or Without Cause.

(i)

The Company may terminate Executive’s employment hereunder for Cause. Upon such a termination, Executive shall become entitled to the payments and benefits provided in Section ‎7(b) hereof.

(ii)

The Company may terminate Executive’s employment hereunder without Cause. Upon such a termination, Executive shall become entitled to the payments and benefits provided in Section ‎7(c) hereof.

(d)

Termination by Executive With or Without Good Reason.

(i)

During the Employment Period, Executive may terminate Executive’s employment hereunder without Good Reason. Upon such a termination, Executive shall become entitled to the payments and benefits provided in Section ‎7(b) hereof.

(ii)

During the Employment Period, Executive may terminate Executive’s employment hereunder for Good Reason. Upon such a termination for Good Reason, Executive shall become entitled to the payments and benefits provided in Section ‎7(c) hereof.


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(e)

Notice of Termination. Any purported termination of Executive’s employment (other than termination pursuant to Section ‎6(a) hereof) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section ‎12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(f)

Termination Date. For purposes of this Agreement, “Termination Date” means the following: (i) if Executive’s employment is terminated due to Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated due to Disability pursuant to Section ‎6(b) hereof, thirty (30) days after the Notice of Termination is given (provided that such Notice of Termination may be provided to Executive prior to the date that Executive has satisfied requirements for being deemed to have a “Disability”); (iii) if Executive’s employment is terminated for Cause pursuant to Section ‎6(c)(i) hereof, the date specified in the Notice of Termination (but no earlier than the date such Notice of Termination is given); (iv) if Executive’s employment is terminated for Good Reason pursuant to ‎6(d)(ii) hereof, thirty (30) days after the Notice of Termination is given or (v) if Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which shall not be less than fifteen (15) days from the date such Notice of Termination is given).

Compensation Upon Termination During the Employment Period.

(a)

Termination for Disability or by Reason of Death. Upon termination of Executive’s employment during the Employment Period for Disability or by reason of death, then Executive (or in the case of Executive’s death, Executive’s estate) shall be entitled to receive the Accrued Obligations only. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section ‎7(a), and, subject to Section ‎7(d):

(i)

any unpaid Performance Bonus in respect of any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half months following the last day of the fiscal year in which the Termination Date occurred (the “Prior Year Bonus”).

(ii)

with respect to the Time Vesting Grant, the award shall vest immediately upon the Termination Date; and

(iii)

with respect to the Performance Vesting Grant, the Performance Vesting Grant shall remain outstanding through the End Date (as defined in the Joinder Agreement), and shall vest as set forth in the Joinder Agreement.

(b)

Termination by the Company with Cause or by Executive without Good Reason. If Executive’s employment hereunder is terminated during the Employment Period (x) by the Company with Cause or (y) by Executive without Good Reason, then Executive shall be entitled to receive the Accrued Obligations. Following such termination of Executive’s


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employment with Cause or by Executive without Good Reason, except as set forth in this Section ‎7(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement or otherwise.

(c)

Termination by Company without Cause or by Executive with Good Reason. If Executive’s employment hereunder is terminated during the Employment Period (x) by the Company without Cause (other than by reason of Disability), or (y) by Executive with Good Reason, then Executive shall be entitled to receive the Accrued Obligations and, subject to Section ‎7(d), the following payments and benefits:

(i)

the Prior Year Bonus

(ii)

with respect to the Time Vesting Grant, the award shall vest immediately upon the Termination Date; and

(iii)

Following such termination of Executive’s employment without Cause or by Executive with Good Reason, except as set forth in this Section ‎7(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)

Release. Notwithstanding any provision herein to the contrary, the payments and benefits to be paid or provided under Sections ‎7(a) and ‎7(c) (other than the Accrued Obligations) shall be conditioned upon Executive’s execution, delivery to the Company, and non- revocation of a Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the Termination Date. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance of such release following its execution, Executive shall not be entitled to the payments and benefits provided in Section ‎7(c).

No Mitigation; Limited Offset. The Company agrees that, if Executive’s employment with the Company terminates for any reason, Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company pursuant to Section ‎7 hereof. Further, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by Executive as the result of employment by another company, by retirement benefits, or otherwise, except as specifically provided herein. Notwithstanding any other provision to the contrary, Executive acknowledges that any amounts payable to Executive by the Company pursuant to Section ‎7 hereof shall be contingent upon Executive’s continued compliance with the terms of Section ‎9 hereof.


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Confidential Information, Noncompetition and Nonsolicitation.

(a)

Confidential Information.

(i)

During the Restricted Period, Executive shall hold all Confidential Information in strictest confidence and shall not use or disclose such Confidential Information, or cause it to be used or disclosed, other than as required in performance of Executive’s duties on behalf of the Company or unless first specifically authorized in writing by the Company to Executive.

(ii)

In the event that Executive is required by law to disclose any Confidential Information, Executive agrees to give the Company prompt advance written notice thereof and to provide the Company with reasonable assistance, at the Company’s cost and expense, in obtaining an order to protect the Confidential Information from public disclosure.

(b)

Noncompetition/Nonsolicitation. Executive recognizes that the benefits derived by Executive from Executive’s employment or engagement by the Company and that the continuation of such benefits is dependent upon the continued success of the Company. In consideration of the foregoing and of the mutual promises and covenants contained herein, Executive hereby agrees as follows:

(i)

During the Employment Period, Executive shall promote the interests of the Company and shall not engage, directly or indirectly, in any Competitive Business.

(ii)

During the Restricted Period, Executive shall not, directly or indirectly, on Executive’s own behalf or on behalf of any other person or entity: (A) use Confidential Information to solicit any account which is or was a client of the Company at the time of Executive’s termination of employment was a client of the Company at any time within one year prior to such termination; (B) cause or induce or attempt to cause or induce any client to withdraw any business from the Company; (C) use Confidential Information to solicit from any prospective client of the Company any business or service which was solicited on behalf of the Company by Executive, or by any other Executive of the Company, at any time within six months prior to the termination of Executive’s employment; or (D) cause or induce or attempt to cause or induce any executives of the Company to terminate his or her employment with the Company, or advise or recommend to any other person that they employ or solicit for employment any Executive of the Company, or its subsidiaries, if any; provided, however, that nothing herein shall prevent Executive from (I) making or publishing a general solicitation of employment so long as such solicitation is not directed at any Company employee or (II) serving as a reference for an employee.

(iii)

Notwithstanding any provision contained herein to the contrary, it is understood that Executive shall have the right and privilege at any time to: (A) own or manage the Investment Business; (B) invest in any business that is not a Competitive Business; (C) passively invest in any Competitive Business whose capital stock is listed on a national securities exchange in the United States or is traded on the Nasdaq stock market, provided the total direct and indirect investment of Executive, Executive’s spouse and dependents represents not more than five percent (5%) of the total capital stock of such Competitive Business; and (D) passively invest in private investment funds whose principal investment strategy is not directed toward investing in entities


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that engage in or operate a Competitive Business, so long as Executive has no active participation in the business of such entities or funds.

(c)

Nondisparagement. During the period commencing on the Effective Date and continuing until the third (3rd) anniversary of the Termination Date, Executive shall not, directly or indirectly, issue or communicate any public statement, or statement likely to become public, that maligns, denigrates, or disparages the Company or any of its affiliates, or any of their respective officers, directors, or employees. Likewise, the Company agrees it will not direct, instruct or consent to anyone in their Company capacity to make or otherwise communicate any malicious, denigrating or disparaging remarks about Executive, and will specifically instruct (and use reasonable efforts to maintain compliance with such instruction) its executive officers and employees with knowledge of this Agreement, respectively, to not make any such remarks about Executive, including comments about Executive’s employment with or cessation of employment with the Company. The foregoing shall not be violated by (a) truthful responses to legal process or governmental inquiry, (b) statements made in connection with exercising or enforcing any of rights under this Agreement or any other agreement with the Company and Executive; and (c) statements made in connection with a performance review.

(d)

Executive and the Company recognize that Executive’s services are of a unique, special and extraordinary character, and that in the event Executive violates any provision of this Agreement, the Company may be without adequate remedy in law. Accordingly, in the event of any violation of this Agreement, the Company may be entitled, either in law or in equity, to seek damages, to enforce specific performance, to enjoin such violations, or to obtain any other relief or any combination of the foregoing as the Company may elect to pursue.

(e)

The parties have entered into this Agreement in the belief that its provisions are valid, reasonable and enforceable. If any one or more of the provisions shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein.

(f)

Executive hereby acknowledge that the provisions of Section ‎9 are reasonable and necessary for the protection of the Company. Executive further acknowledges that the Company will be irreparably harmed if such covenants are not specifically enforced. Executive agrees that, in addition to any other relief to which Executive or the Company may be entitled, including claims for damages, Executive and the Company may be entitled to seek and obtain equitable relief, including injunctive relief (without the requirement of any bond) from a court of competent jurisdiction with respect to any actual or threatened breach of such covenants.

(g)

Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, law enforcement, a local commission of human rights, the attorney general, or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not interfere with Executive’s rights under applicable law, including Section 7 of the National Labor Relations Act, and does not limit Executive’s ability, without providing notice to or seeking


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consent from the Company, to (i) speak with Executive’s attorneys, (ii) communicate with any Government Agencies, including to report possible violations of law or regulation or making other disclosures that are protected under the whistleblower provisions of law or regulation, or (iii) otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.

(h)

Executive will not be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive is further notified that if he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to his attorney and use the trade secret information in the court proceeding if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

(i)

Survival of Covenants. To the extent the covenants contained in this Section ‎9 apply following termination of the Employment Period, such covenants shall survive the termination of the Employment Period.

10.

Compensation Recovery Policy. Executive acknowledges and agrees that, to the extent that the Company adopts any generally applicable claw-back or similar policy pursuant to the Dodd-Frank Wall Street Reform and Customer Protection Act or otherwise, Executive shall take all action necessary or appropriate to comply with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as applicable).

11.

Arbitration of Disputes. The parties agree that any dispute, controversy or claim between the parties arising out of, relating to or concerning Executive’s employment with the Company, the termination of Executive’s employment or this Agreement, other than claims that cannot be subject to mandatory arbitration as a matter of law, will be finally settled by arbitration in San Francisco, California before and in accordance with the JAMS Employment Arbitration Rules & Procedures before a single arbitrator, provided that the parties may seek equitable relief from a court of competent jurisdiction pursuant to Section ‎9(f) of this Agreement; provided further, that in the event there are claims that cannot be subject to mandatory arbitration as a matter of law, the parties agree to submit such claims to the exclusive jurisdiction of the state and federal courts of San Francisco, California and AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration proceedings will be confidential. The arbitrator’s award will be final and binding upon all parties and judgment upon the award may be entered in any court of competent jurisdiction in any state of the United States. Each party will bear its own costs and expenses incurred in connection with any such arbitration proceeding. For purposes of any actions or proceedings ancillary to the arbitration referenced above (including, but not limited to, proceedings seeking injunctive or other interim relief pursuant to Section ‎9(f) of this Agreement or to enforce an arbitration award), the parties agree to submit to the exclusive jurisdiction of the state and federal


	8

courts of San Francisco, California and AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. To the maximum extent permitted by law, Executive hereby waives the right to assert any claims against the Company on a class action, collective action, or representative action basis either in court or in arbitration, and Executive waives the right to serve or participate as a class, collective or representative action member or representative or to receive any recovery from a class, collective or representative action involving claims against the Company either in court or in arbitration.

12.

Successors: Binding Agreement.

(a)

In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled to hereunder if Executive were to terminate his employment for Good Reason, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date.

(b)

This Agreement shall be binding upon and inure to the benefit of Executive (and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees) and the Company and to any person or firm who may succeed to all or substantially all of the assets of the Company. Executive agrees that any assignment by the Company shall specifically include Section ‎9 of this Agreement, as modified to reflect the assignment to the successor or affiliate, provided that no such modification shall expand the nature of the restrictions in Section ‎9 of this Agreement. If Executive shall die while any amount would still be payable to Executive hereunder (other than amounts which, by their terms, terminate upon the death of Executive) if Executive had continued to live, each such amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of Executive’s estate.

13.

Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be deemed to have been given (i) on the date of transmission, if delivered by facsimile or electronic mail, (ii) on the date of delivery, if delivered by hand, (iii) on the first business day following the date of mailing, if sent by a nationally recognized overnight express mail service, or (iv) on the fourth business day after the date of mailing, if sent by United States registered or certified mail, return receipt requested, postage prepaid to (x) the Company at its principal executive office, and (y) to Executive, at Executive’s last known address, as reflected in the Company’s records.

To the Company:

Attention: Chairperson

Compensation Committee Board of Directors


	9

ContextLogic Inc.

2648 International Blvd., Suite 115

Oakland, CA 94601

With a copy to:

Senior Corporate Counsel

ContextLogic Inc.

2648 International Blvd., Suite 115

Oakland, CA 94601

14.

Miscellaneous.

(a)

No waiver by Executive or the Company at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(b)

Captions and Section headings in this Agreement are provided merely for convenience and shall not affect the interpretation of any of the provisions herein. Whenever in this Agreement the word “including” is used, it shall be deemed to be for purposes of identifying only one or more of the possible alternatives, and the entire provision in which such word appears shall be read as if the phrase “including without limitation” were actually used in the text.

(c)

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without reference to its conflict-of-law rules.

(d)

The obligations of the Company and Executive under this Agreement which by their nature may require either partial or total performance after the termination of the Employment Period shall survive such termination.

(e)

Except to the extent materially conflicting with this Agreement, Executive agrees that he shall abide by, and shall conduct business in accordance with and subject to, all applicable written policies and procedures of the Company, including all employee and ethical policies of the Company, and all client conflict-of-interest policies applicable to the Company or to subsidiaries of the Company generally, as such policies may exist from time to time and are made available to Executive. Executive also understands and agrees that the business and affairs of the Company shall be conducted in accordance with Company’s Corporate Policies and Company’s strict legal and ethical standards, including, without limitation, compliance with all commercial, tax, labor and other laws (including the U.S. Foreign Corrupt Practices Act) to the extent that such policies do not materially increase any of Executive’s responsibilities and obligations hereunder or directly conflict with this Agreement.


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15.

Tax Withholding; Code Section 409A.

(a)

Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which Executive has agreed.

(b)

Notwithstanding any other provision of this Agreement to the contrary, the following shall apply:

(i)

With respect to any amounts that would otherwise be payable and benefits that constitute “nonqualified deferred compensation” under Code Section 409A and would otherwise be provided as a result of Executive’s Separation from Service or during the six (6)-month period immediately following the Termination Date as a result of Executive’s Separation from Service (the “409A Benefits”), if as of the Executive’s Termination Date, the Executive is a “specified employee” as defined in Code Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), and the deferral of the commencement of any 409A Benefits is necessary to prevent any accelerated or additional tax under Code Section 409A, then the Company shall defer the commencement of the payment of any such 409A Benefits (without any reduction in payments or benefits ultimately paid or provided to Executive) until the earlier of Executive’s death or the date that is at least six (6) months following the Executive’s Termination Date (or such other earliest date permitted under Code Section 409A). Thereafter, payments shall resume in accordance with this Agreement.

(ii)

To the extent required by Code Section 409A, any 409A Benefits otherwise due to Executive upon Executive’s termination of employment with the Company shall not be made until and unless such termination from employment constitutes a Separation from Service. This provision shall have no effect on payments or benefits otherwise due or payable to Executive or on Executive’s behalf, which are not on account of Executive’s termination from employment with the Company, including as a result of Executive’s death.

(c)

In no event shall the reimbursement payments by the Company under Section ‎5(e) hereof be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred, provided, that Executive shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

(d)

Executive agrees and acknowledges that the Company has not made any representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or payments under this Agreement. Executive shall be responsible for all taxes with respect to any payments or benefits hereunder, except for those taxes expressly imposed under applicable law on the Company it its capacity as Executive’s employer.


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16.

Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

17.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18.

Entire Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof, and, as of the Effective Date, supersedes all prior oral and written agreements, including the Prior Agreement and any other employment agreements, between the Company and Executive with respect to the subject matter hereof, including without limitation any oral agreements.

19.

Amendments. This Agreement may not be amended, nor shall any change, modification, consent, or discharge be effected, except by written instrument executed by or on behalf of the party against whom enforcement of any change, modification, consent or discharge is sought, it being understood that any action under this Section ‎19 on behalf of the Company may be taken only with the approval of the Board or a duly authorized representative thereof.

20.

Definitions. For purpose of this Agreement, the following terms shall have the meanings indicated below:

(a)

“Accrued Obligations” means (i) all accrued but unpaid Base Salary through the Termination Date, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section ‎5(e) hereof, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein.

(b)

“Board” means the Board of Directors of the Company or a committee thereof.

(c)

“Cause” means (i) Executive’s willful and intentional unauthorized use or disclosure of the Company’s Confidential Information or trade secrets, which use or disclosure causes material harm to the Company; (ii) Executive’s material breach of this Agreement or any other material written agreement with the Company; (iii) Executive’s willful and repeated failure to comply in all material respects with the Company’s written policies or rules; (iv) Executive’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state; (v) Executive’s gross negligence or willful misconduct in the performance of his duties to the Company that has a material adverse effect on the Company; (vi) Executive’s willful performance of any material act of embezzlement or fraud against the Company; (vii) Executive’s continuing failure to perform assigned duties after receiving written notification of the failure from the Board (other than as a result of Disability); or (viii) Executive’s willful failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested such reasonable cooperation. In the case of clauses (ii), (iii), (v), (vii) or (viii), the Company will not terminate Executive’s employment for Cause without first giving Executive written notification of the acts or omissions constituting Cause and a reasonable cure period of not less than thirty (30) days following such notice to the extent such


	12

events are curable (as determined by the Company) or, if such event is not so cured, an opportunity on at least five (5) days advance written notice to appear (with legal counsel) before the full Board to discuss the specific circumstances alleged to constitute a Cause event. For purposes of this Agreement other than Section ‎4, an act or failure to act on Executive’s part shall be considered “willful” only if it was done or omitted to be done by Executive not in good faith, and shall not include any act or failure to act resulting from any incapacity of Executive. A termination for Cause on account of an event described in clause (iii) or (iv) above shall not take effect unless the following provisions are complied with: Executive shall be given written notice by the Company of its intention to terminate Executive’s employment for Cause, such notice (A) to follow a good faith investigation into the particular act or acts that constitute the grounds on which the proposed termination for Cause is based; and (B) to state in detail the particular act or acts that constitute the grounds on which the proposed termination for Cause is based. Executive shall have ten (10) days after the date that such written notice has been given to Executive in which to cure such conduct, to the extent such cure is possible, or, if such event is not so cured, an opportunity on at least five (5) days advance written notice to appear (with legal counsel) before the full Board to discuss the specific circumstances alleged to constitute a Cause event. If Executive fails to cure such conduct that is subject to cure, Executive shall thereupon be terminated for Cause. Notwithstanding the foregoing, any action or inaction taken by Executive based upon Executive’s reasonable reliance on advice of counsel to the Company or the direction of the Board shall not form the basis for Cause. For the avoidance of doubt, “Cause” does not include (A) differences of opinion with respect to strategy or implementation of business plans, (B) the success or lack of success of any such strategy or implementation or (C) any failure to achieve any strategic or performance targets, whether relating to Executive, the Company or otherwise.

(d)

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

(e)

“Company” means ContextLogic Inc., as set forth in the preamble of this Agreement, and shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(f)

“Competitive Business” means any business activities that are directly competitive with the material business then being conducted by the Company such that a potential customer or client might reasonably be expected to choose between the Company and the other company, entity or person.

(g)

“Confidential Information” means any information about the Company and all of its affiliates, including methods of operation, customer lists, products, prices, fees, costs, research and development, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is generally available to the public, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder or (iii) is a product of Executive’s general knowledge, education, training and/or experience.

(h)

“Disability” means, as a result of a physical or mental injury or illness, Executive is unable to engage in any substantial gainful activity by reason of any medically


	13

determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

(i)

“Good Reason” means, without Executive’s express written consent, any of the following: (i) an adverse change in Executive’s title or a material diminution in the nature or scope of Executive’s responsibilities, authority, powers, functions or duties within or to the Company; (ii) a reduction in Executive’s Base Salary; or (iii) a material breach by the Company of this Agreement or any other material written agreement between Executive, on the one hand, and the Company or any of its subsidiaries, on the other hand. For purposes of this Agreement, in order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of the condition described above within ninety (90) days following Executive’s knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, Executive must terminate employment, if at all, within ninety (90) days following the end of such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

(j)

“Investment Business” means a hedge fund which may invest in Competitive Businesses; provided that (i) such investments are for passive investment purposes that are not intended to circumvent this Agreement and (ii) Executive has no power to manage, operate, advise, consult with or control the Competitive Business and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the Competitive Business other than in connection with the normal and customary voting powers afforded to Executive in connection with any permissible equity ownership.

(k)

“Prior Agreement” means the letter agreement dated April 2, 2024, between the Company and Executive.

(l)

“Release of Claims” means a general release of claims in the form attached hereto as Exhibit B.

(m)

“Restricted Period” means during the Employment Period and for the one (1) year period following the Termination Date.

(n)

“Separation from Service” shall have such meaning as provided under Code Section 409A.

21.

Opportunity to Consult with Counsel. By signing this Agreement, Executive acknowledges that the Company has informed Executive of his right to consult with independent legal counsel prior to signing this Agreement. Executive further acknowledges that he has read this agreement carefully, understands and accepts its terms, and is entering into this agreement freely and voluntarily.

[Signature Page Follows]


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IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

ContextLogic Inc.

By: /s/ Michael Farlekas

Name: Michael Farlekas

Title: Chair of Compensation Committee

/s/ Rishi Bajaj

Rishi Bajaj

Address:


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Execution Version

Exhibit A

Joinder Agreement

JOINDER TO
AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF
CONTEXTLOGIC HOLDINGS, LLC

This Joinder (this “Joinder”) to the Amended and Restated Limited Liability Company Agreement of ContextLogic Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of March 6, 2025, as amended, restated, supplemented or otherwise modified from time to time, by and among the Members of the Company (the “Agreement”), is made and entered into as of March 6, 2025 (the “Vesting Commencement Date”), by and between the Company and Rishi Bajaj, an individual (the “Class P Member”). Unless specified otherwise, capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

Issuance; Agreement to be Bound. Concurrently with the effectiveness of this Joinder Agreement, the Company is issuing to the Class P Member 2,372,216.60 Class P Units (the “Issued Units”). By executing and delivering this Joinder, the Class P Member hereby (a) acknowledges that he has received and reviewed a complete copy of the Agreement and (b) agrees that upon execution of this Joinder, he shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement (except as otherwise modified herein) as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto; provided, that, in the event of any conflict between any term or provision contained in this Joinder and a term or provision of the Agreement, this Joinder shall govern and control.

Vesting. 474,443.55 Issued Units shall vest in accordance with terms set forth on Exhibit A hereto (the “Time Vesting Units”) and 1,897,773.05 Issued Units shall vest in accordance with the terms set forth on Exhibit B hereto (the “Performance Vesting Units”).

Forfeiture. Except otherwise set forth herein or in Section 7 of the Employment Agreement between the Class P Member and ContextLogic, Inc., dated March 6, 2025 (the “Employment Agreement”) and, with respect to the Performance Vesting Units, on Exhibit B, if the Class P Member’s Service Relationship terminates for any reason, the Class P Units will be forfeited to the extent that they have not vested before the date the Class P Member’s Service Relationship terminates (such date, the “Termination Date”) and do not otherwise vest as a result of the termination of the Class P Member’s Service Relationship. For purposes of this Joinder, “Service Relationship” means the Class P Member’s employment or other relationship with the Company, CLI or any Company Subsidiary as an employee, officer, director, manager, consultant or advisor, which relationship shall be deemed terminated at such time as the Class P Member ceases to serve in any such capacity. For purposes of clarity, a change in the Class P Member’s position or duties shall not result in interrupted or terminated service, so long as the Class P Member continues to be a service provider to the Company, CLI or any Company Subsidiary.

Section 83(b) Election; Withholding. The Issued Units are intended to constitute “profits interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191. Within thirty (30) days following the date hereof, the Class P Member shall file an election with the Internal Revenue Service pursuant to Section 83(b) of the Code (the


	2

“Section 83(b) Election”) in the form annexed hereto as Exhibit C. The Class P Member acknowledges that the Company has not provided the Class P Member with tax advice regarding the Section 83(b) Election and has urged the Class P Member to consult the Class P Member’s own tax advisor with respect to the tax consequences thereof.

Liquidity Rights. The Company and the Class P Member acknowledge and agree that customary liquidity rights, including tag-along and drag-along rights for the Class P Member shall be negotiated and implemented in connection with and in any event prior to the Company consummating an Acquisition.

Powers of Managing Member. Subject to the terms of this Joinder, the Employment Agreement and the Agreement, the Managing Member shall have the authority to: (a) interpret this Joinder, the Agreement and the Employment Agreement and the Class P Member’s entitlements hereunder and thereunder, (b) determine whether, when, and to what extent any Class P Unit has become vested and/or exercisable and whether any performance-based vesting conditions have been satisfied, (c) make, amend, and rescind rules relating to the Class P Units (d) impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any resales by a Class P Member of any Units issued hereunder and under the Employment Agreement, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (e) make all other decisions relating to the operation of the Agreement, the Employment Agreement and this Joinder

Adjustments. In the event of a subdivision of the Class P Units or any equity securities issuable on exercise, conversion or exchange of the Class P Units, a declaration of a dividend payable in equity interests, a combination or consolidation of the outstanding Company Units (by reclassification or otherwise) into a lesser number of Company Units, or any other increase or decrease in the number of issued Class P Units or Class B Common Units effected without receipt of consideration by the Company, proportionate adjustments shall be made to the following:

(a) The number and kind of Units available for issuance pursuant to this Joinder or the Employment Agreement;

(b) The number and kind of equity interests each outstanding Class P Unit may become convertible into, or exchangeable for.

In the event of a declaration of an extraordinary dividend payable in a form other than Class B Common Units in an amount that has a material effect on the value of Class B Common Units, a recapitalization, a spin-off or a similar occurrence, the Managing Member may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing. Any adjustment in the number of Units subject to an Award under this Section 7(b) shall be rounded down to the nearest whole share, although the Managing Member in its sole discretion may make a cash payment in lieu of a fractional Unit. Except as provided in this Section 7(b), a Class P Member shall have no rights by reason of any issuance by the Company of equity of any class or securities convertible into equity of any class of Unit, any subdivision or consolidation of equity interests of any class, the payment of any equity interest dividend or any other increase or decrease in the number of Units of any class.


	3

Restrictive Covenants. Notwithstanding anything in the Agreement to the contrary, the confidentiality and restrictive covenant obligations set forth in Section 9 of the Employment Agreement shall be the exclusive set of confidentiality and restrictive covenant obligations that shall apply to the Class P Member in respect of his Service Relationship and ownership of the Issued Units and shall take precedence over, and expressly supersede, the covenants set forth in Article X of the Agreement.

Amendments. Notwithstanding anything in the Agreement to the contrary, the Company hereby acknowledges and agrees that the Company shall not issue any Class P Units to any other Person, absent the Class P Member’s advance written consent. In furtherance of the foregoing, the Company hereby agrees not to adopt any amendment to the Agreement (including the Members Schedule) or to this Joinder that would in any manner be adverse to the rights and privileges of the Class P Member without the advance written consent of the Class P Member (including any amendment or modification to the foregoing restrictions set forth herein).

Governing Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

[The remainder of this page is intentionally left blank.]


	4

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Limited Liability Company Agreement of ContextLogic Holdings, LLC on the date set forth in the introductory paragraph hereof.

CONTEXTLOGIC HOLDINGS, LLC

By:
Name:
Title:

Rishi Bajaj

EXHIBIT A

25% of the Time Vesting Units on the one-year anniversary of the Vesting Commencement Date
25% of the Time Vesting Units on the two-year anniversary of the Vesting Commencement Date
25% of the Time Vesting Units on the three-year anniversary of the Vesting Commencement Date
25% of the Time Vesting Units on the four-year anniversary of the Vesting Commencement Date

EXHIBIT B

Definitions.

“Class A Common Stock” means Class A Common Stock of CLI.

“End Date” means the four (4) year anniversary of the Vesting Commencement Date.

“Fair Market Value” means the closing price of a share of Class A Common Stock on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Managing Member deems reliable. If shares of Class A Common Stock are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Managing Member in good faith on such basis as it deems appropriate.

“High Performance Level” means Fair Market Value for a share of Class A Common Stock at any time during the Performance Period, based on a 20-day average closing price of the Company’s Class A Common Stock.

“Performance Level” means Fair Market Value for a share of Class A Common Stock, based on a 20-day average closing price of the Class A Common Stock.

“Performance Period” means the period commencing on the Vesting Commencement Date and ending on the End Date.

Performance Criteria

Upon the End Date, the Class P Member will become vested in that number of Performance Vesting Units as set forth in the table below based on the High Performance Level achieved during the Performance Period in accordance with the table below:


Performance Level	Cumulative Vested Units
Less than $10.00	0
$10	711,665.32
$16	1,423,329.50
$21	1,897,773.05

Notwithstanding the foregoing, if the Class P Member’s Service Relationship is terminated during the Performance Period by CLI without Cause (as defined in the Employment Agreement) or by the Class P Member for Good Reason (as defined in the Employment Agreement), the Class P Member will become vested in the Performance Vesting Units as follows:

(a)

Provided a Performance Level of $10 (the “Threshold Level”) is achieved during the Performance Period, the Class P Member will become vested in 711,665.32 Performance Vesting Units upon the later to occur of (x) the date the Threshold Level is achieved and (y) the two (2) year anniversary of the Vesting Commencement Date.

(b)

Provided a Performance Level of $16 (the “Target Level”) is achieved during the Performance Period, the Class P Member will become vested in 711,664.18 Performance Vesting Units upon the later to occur of (x) the date the Target Level is achieved and (y) the three (3) year anniversary of the Vesting Commencement Date.

(c)

Provided a Performance Level of $21 (the “Maximum Level”) is achieved during the Performance Period, the Class P Member will become vested in 474,443.55 Performance Vesting Units upon the End Date.

Notwithstanding the foregoing, if the Class P Member’s Service Relationship is terminated during the Performance Period due the Class P Member’s Disability (as defined in the Employment Agreement) or the Class P Member’s death, the Class P Member will become vested in the Shares as follows:

(a)

Provided the Threshold Level is achieved during the Performance Period, the Class P Member will become vested in 711,665.32 Performance Vesting Units upon the date the Threshold Level is achieved.

(b)

Provided the Target Level is achieved during the Performance Period, the Class P Member will become vested in 711,664.18 Performance Vesting Units upon the date the Target Level is achieved.

(c)

Provided the Maximum Level is achieved during the Performance Period, the Class P Member will become vested in 474,443.55 Performance Vesting Units upon the date the Maximum Level is achieved.

For the avoidance of doubt, any Performance Vesting Units which have not become vested as a result of a Performance Level having been achieved during the Performance Period will be forfeited upon the End Date.

EXHIBIT C

SECTION 83(b) ELECTION

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the Class P Units described below over the amount paid for such Class P Units.

The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are:

Name: Rishi Bajaj

SSN:

Address:

Taxable Year: Calendar Year 2025

The property which is the subject of this election is:

2,372,216.60 Class P Units of ContextLogic Holdings, LLC

The property was transferred to the undersigned on: March 6, 2025

The property is subject to the following restrictions:

The Class P Units shall vest based both time-vesting and specific performance vesting requirements.

The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Section 1.83-3(h) of the Income Tax Regulations) is $0.00.

For the property transferred, the undersigned paid is $0.00.

The amount to include in gross income is $0.00.

The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than thirty (30) days after the date of transfer of the property. A copy of this election will also be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred.


Dated:	2025
		Name:	Rishi Bajaj

Exhibit B

Release of Claims

THIS RELEASE OF CLAIMS (“Release”) is made and entered into this ___ day of ____________, 202_, to be effective as of ______________________ (the “Effective Date”), by and between ContextLogic Inc., a Delaware corporation (the “Company”), and Rishi Bajaj (“Executive”).

In consideration of the Company’s agreement to provide Executive with the severance pay and benefits described in that certain Employment Agreement by and between the Company and Executive, effective as of March 6, 2025 (the “Employment Agreement”), to which Executive is not otherwise entitled and the sufficiency of which Executive acknowledges, Executive does hereby fully, finally and unconditionally release and forever discharge the Company, its subsidiaries and affiliates, and all of their respective predecessors, successors, and assigns (collectively “Released Parties”), from any and all rights, claims, liabilities, obligations, damages, costs, expenses, attorneys’ fees, suits, actions, and demands, of any and every kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and in equity, enforceable or arising under any local, state or federal common law, statute or ordinance relating to Executive’s past employment with the Company or any past actions, statements, or omissions of the Company or any of the Released Parties occurring prior to Executive’s execution of this Release, including, but not limited to, all claims for defamation, wrongful termination, back pay and benefits, pain and suffering, negligent or intentional infliction of emotional distress, breach of contract, and interference with contractual relations, tort claims, employment discrimination claims, and all claims arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. §1981), the Family and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Workers Adjustment and Retraining Act, the California Labor Code and IWC Wage Orders, the California Fair Employment and Housing Act, the California Business and Professions Code, the California Family Rights Act (CFRA), the Ralph Civil Rights Act, the Tom Bane Civil Rights Act, the California Constitution, and other similar state or local laws, and any other statutory, contract, implied contract, or common law claim arising out of or involving Executive’s employment, the termination of Executive’s employment, or any continuing effects of Executive’s employment with the Company. Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542. Accordingly, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA ARE EXPRESSLY WAIVED BY EXECUTIVE. Section 1542 reads as follows:

SECTION 1542. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Notwithstanding the foregoing or anything in this Release to the contrary: (i) Executive’s right to be indemnified as an officer of the Company shall remain in full force and effect, in accordance with the governing documents and by-laws of the Company, as well as any rights Executive may have under or in respect of any D&O or other insurance policies maintained by the Company or its affiliates; (ii) Executive shall not be deemed to have released any rights or claims that Executive may have as an equity holder of the Company or any of its affiliates, including under any agreement pursuant to which he acquired or was granted equity; and (iii) this Release shall not and does not release, alter or affect any rights or claims of Executive arising from or under this Release.

Executive agrees not to sue the Company or any of the Released Parties with respect to rights and claims covered by this Release. If any government agency or court assumes jurisdiction of any charge, complaint, or cause of action covered by this Release, Executive will not seek and will not accept any personal equitable or monetary relief in connection with such investigation, action, suit or legal proceeding.

Executive has twenty-one (21) days (until __________) within which to consider this Release, although Executive may accept it at any time within those twenty-one (21) days in order to soon obtain the severance payments and benefits under the Employment Agreement. Once Executive has signed this Release, Executive will still have seven (7) days in which to revoke his acceptance of the ADEA portion of this Release by notifying the Company in writing of his intent to so revoke. The ADEA portion of this Release will not be effective or enforceable until the seven (7) day revocation period has expired. If the ADEA portion of this Release is revoked, the remainder of this Release shall remain in full force and effect as to all of its terms, except for the release of claims under the ADEA, and the Company will have three (3) business days to rescind the entire Release by so notifying Executive.

Executive agrees that he will continue to be governed by those obligations arising under Section 9 of the Employment Agreement. Executive shall not be deemed to have breached this Release (or any agreement incorporated herein by reference) unless the Company has provided Executive with written notice detailing such breach and provided Executive with a reasonable opportunity to cure such breach (if curable).

This Release shall be binding upon and inure to the benefit of the Company and its successors and assigns and Executive and his heirs, executors and administrators.

This Release shall be construed and interpreted under the laws of the State of California to the extent not preempted by applicable laws of the United States.

By signing this Release, Executive acknowledges and understands that this Release does not imply that the Company has done anything unlawful or wrong.

ContextLogic Inc.

By: ______________________________

Name:

Title:

EXECUTIVE

Name: Rishi Bajaj

Document And Entity Information	Mar. 06, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2025
Entity Registrant Name	ContextLogic Inc.
Entity Central Index Key	0001822250
Entity Emerging Growth Company	false
Entity File Number	001-39775
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2930953
Entity Address, Address Line One	2648 International Blvd., Ste 115
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94601
City Area Code	(415)
Local Phone Number	965-8476
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Class Common Stock0.0001 Par Value Member
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	LOGC
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

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