Legal

Licensed Reseller - Form of Limited Liability Company Agreement

Last revised*: Monday, October 6, 2025

This Limited Liability Company Agreement of [Licensed Reseller] (the “Company”), effective as of [Formation Date] (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Company and the persons listed on Schedule A hereto (the “Initial Members” and together with any substitute members after the date hereof in accordance with Section 11.3, collectively, the “Members”). Any capitalized term used herein without definition shall have the meaning set forth in Section 1.1.

RECITALS

WHEREAS, on [Formation Date], the Company was formed by an authorized person in accordance with the provisions of the Act (as defined below);

WHEREAS, the Initial Members desire to enter into a limited liability company agreement to govern the operations and business of the Company in accordance with Section 18-201(d) of the Act; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms

1.1. Definitions.

1.1.1. “Accounting Period” means, for the first Accounting Period, the period commencing on the date the Certificate was filed and ending on the next Adjustment Date. All succeeding Accounting Periods shall commence on the day after an Adjustment Date and end on the next Adjustment Date.

1.1.2. “Act” means the Delaware Limited Liability Company Act, and any successor statute, as may be amended from time to time.

1.1.3. “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 Accounting Period, after giving effect to the following adjustments:

credit to such Capital Account any amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations section 1.704-1(b)(2)(c) and pursuant to the penultimate sentences in Treasury Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5); and
debit to such Capital Account the items described in Treasury Regulations sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

1.1.4. “Adjustment Date” means the last day of each Fiscal Year or any other date determined by the Managing Member to be appropriate for an interim closing of the Company’s books.

1.1.5. “Affiliate” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. It is agreed and understood that Bolt Financial, Inc. (“Bolt Financial”) is an Affiliate of BoltPlay LLC (“BoltPlay”).

1.1.6. “Capital Contribution” means, for any Member, the total amount of cash and cash equivalents and the fair market value of any property contributed to the Company by such Member.

1.1.7. “Certificate” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof.

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

1.1.9. “Commercial Arrangements” means (a) any Merchant of Record, payment processing or similar agreement, including that certain BoltPlay Merchant of Record Services Agreement entered into by the Company and BoltPlay on or around the date hereof and that certain master services agreement entered into by BoltPlay and Bolt Financial, (b) that certain Licensed Reseller Agreement entered into by the Company and [Studio] on or around the date hereof, and any pricing addendum or order form associated therewith, (c) any “click-through,” “wrapper” or similar agreement incorporating or referencing the terms of any agreement described in clauses (a) or (b), and (d) any amendment or modification to, restatement, replacement or extension of, or agreement entered into for the same or a similar purpose as, agreement described in clauses (a)–(c).

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

1.1.11. “Confidential Information” means all trade secrets, proprietary information and other confidential information relating, directly or indirectly, to the Company, its subsidiaries and their Affiliates that are not generally known to the public, including this Agreement and 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, inventions, customer lists or other business documents which the Company treats as confidential, in any form or medium whatsoever (including oral, written and electronic).

1.1.12. “Covered Person” means (a) each current or former Member, (b) each Affiliate, officer, director, shareholder, partner, member, employee, advisor, manager, representative or agent of each current or former Member and each of their Affiliates, and (c) each current or former Manager, officer, employee or agent of the Company.

1.1.13. “Depreciation” means, for each Accounting Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to an asset for such Accounting Period, except that (a) with respect to any asset whose Gross Asset Value differs from its adjusted basis for U.S. federal income tax purposes and the difference is being eliminated by use of the “remedial allocation method” defined by Treasury Regulations section 1.704-3(d), Depreciation for such year shall be the amount of book basis recovered for such taxable year under the rule described by Treasury Regulations section 1.704-3(d)(2) and (b) with respect to any other asset whose Gross Asset Value differs from its adjusted basis for federal income tax purposes at the beginning of such Accounting Period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Accounting Period bears to such beginning adjusted tax basis; provided, that if the adjusted basis for U.S. federal income tax purposes of an asset at the beginning of such Accounting Period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

1.1.14. “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 repurchase by the Company or any Member of any Units; (b) any recapitalization or exchange of securities of the Company; (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; or (d) any fees or remuneration paid to any Member or Affiliate thereof pursuant to any of the Commercial Arrangements. “Distribute” when used as a verb shall have a correlative meaning.

1.1.15. “Fiscal Year” means the fiscal year of the Company as determined by the Managing Member pursuant to Section 2.7.

1.1.16. “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the fair market value of such asset;
the Gross Asset Values of all Company assets may be adjusted to equal their respective fair market values (taking section 7701(g) of the Code into account), as of the following times: (x) the acquisition of an additional Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (y) the Distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an Interest in the Company; and (z) the liquidation of the Company within the meaning of Treasury Regulations section 1.704-1(b)(2)(ii)(g); provided that, an adjustment described in clauses (x) and (y) of this clause (b) shall be made only if the Managing Member determines, in its sole but reasonable discretion, that such adjustment is necessary to reflect the relative economic interests of the Members in the Company;
the Gross Asset Value of any item of Company assets distributed to a Member shall be adjusted to equal the fair market value (taking section 7701(g) of the Code into account) of such asset on the date of Distribution as determined by the Managing Member in its sole but reasonable discretion; and
the Gross Asset Value of assets of the Company shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to section 734(b) of the Code or section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations section 1.704-1(b)(2)(iv)(m) and clause (g) of the definition of “Net Profits” and “Net Losses” or Section 7.1 of this Agreement; provided, that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent that an adjustment pursuant to clause (b) of this definition is required in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (b) or (d) of this definition, then such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Net Profits and Net Losses.

1.1.17. “Interest” means the limited liability interest in the Company which represents the interest of each Member in and to the profits and losses of the Company, and such Member’s right to receive Distributions, as set forth in this Agreement.

1.1.18. “Net Profits” and “Net Losses” means, with respect to any Accounting Period, net income or net loss of the Company for such Accounting Period, determined in accordance with section 703(a) of the Code, including any items that are separately stated for purposes of section 702(a) of the Code, as determined in accordance with federal income tax accounting principles with the following adjustments:

any income of the Company that is exempt from U.S. federal income tax shall be included as income;
any expenditures of the Company described in section 705(a)(2)(B) of the Code or treated as expenditures pursuant to section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations shall be treated as current expenses;
any items of income, gain, loss or deduction specially allocated pursuant to this Agreement, including pursuant to Section 7.2, shall be excluded from the determination of Net Profits and Net Losses;
in the event that the Gross Asset Value of any Company asset is adjusted pursuant to clause (b) or clause (c) of the definition of “Gross Asset Value,” then the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of such asset) or an item of loss (if the adjustment decreases the Gross Asset Value of such asset) from the disposition of such asset;
gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;
in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such net income or net loss, there shall be taken into account Depreciation of such Accounting Period, computed in accordance with the definition of “Depreciation” set forth in this Agreement; and
to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to section 734(b) of the Code or section 743(b) of the Code is required pursuant to Treasury Regulations section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a Distribution, other than a complete liquidation of a Member’s Interest, then the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset.

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

1.1.20. “Nonrecourse Liabilities” has the meaning set forth in Treasury Regulations section 1.704-2(b)(3).

1.1.21. “Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulations section 1.704-2(b)(4).

1.1.22. “Partner Nonrecourse Debt Minimum Gain” means, with respect to each Partner Nonrecourse Debt, an amount equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations section 1.704-2(i)(3).

1.1.23. “Partner Nonrecourse Deductions” has the meaning set forth in Treasury Regulations sections 1.704-2(i)(1) and 1.704-2(i)(2).

1.1.24. “Partnership Minimum Gain” has the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

1.1.25. “Person” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.

1.1.26. “Requisite Members” means the holders of a majority of the Common Units then issued and outstanding, voting together as a separate class.

1.1.27. “Requisite Non-Managing Members” means the holders of a majority of the Common Units then issued and outstanding and not held by BoltPlay or its Affiliates, voting together as a separate class.

1.1.28. “Transfer” means a direct or indirect transfer, sale, pledge, hypothecation or other disposition, or the act of so doing, as the context requires.

1.1.29. “Treasury Regulations” means the Regulations of the Treasury Department of the U.S. issued pursuant to the Code.

1.2. Terms Generally. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including the Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to articles, sections, schedules, the preamble and the recitals shall be deemed references to articles and sections of, and schedules, the preamble and the recitals to, this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in this Section 1.2 and elsewhere 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. References herein to any agreement or letter shall be deemed references to such agreement or letter as it may be amended, restated or otherwise revised from time to time.

2. Formation of the Company

2.1. Formation. The Company was formed upon the filing of the Certificate with the Secretary of State of the State of Delaware on [Formation Date]. [Authorized Person] was an “authorized person” within the meaning of the Act for purposes of delivering and filing the Certificate with the Secretary of State of the State of Delaware.

2.2. Company Name. The name of the Company is [Licensed Reseller]. The business of the Company may be conducted under such other names as the Managing Member may from time to time designate; provided that the Company complies with all relevant state laws relating to the use of fictitious and assumed names.

2.3. The Certificate. The Managing Member may from time to time designated an “authorized person” within the meaning of the Act, and any one of such authorized persons is hereby authorized to and shall execute, deliver file and record all such other certificates and documents, including amendments to or restatements of the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business.

2.4. Term of the Company. The term of the Company commenced on the date the Certificate 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.

2.5. Principal Place of Business. The principal place of business of the Company shall be located at such place as the Managing Member determines from time to time. The location of the Company’s principal place of business may be changed by the Managing Member from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

2.6. Qualification in Other Jurisdictions. Any authorized person of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2.7. Fiscal Year; Taxable Year. The fiscal year of the Company for financial accounting purposes shall be December 31 or as otherwise determined by the Managing Member from time to time.

3. Purpose and Powers of the Company

3.1. Purpose. The purposes of the Company are, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in all acts or activities as the Company deems necessary, advisable or incidental to the furtherance of the foregoing.

3.2. Powers of the Company. The Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 3.1.

3.3. Authority to Create Licensed Reseller Account. The Company shall have the power to open a commercial bank account (“Licensed Reseller Account”) at [Financial Institution TBD] to receive remittances from BoltPlay LLC for payments owed to [Studio] in accordance with the provisions of the Merchant of Record Services Agreement and the Bolt Licensed Reseller Agreement. Such Licensed Reseller Account does not custody customer funds or reserve funds but may otherwise maintain a modest operational balance not to exceed two thousand three hundred dollars ($2,300 USD) for working capital.

3.4. Certain Tax Matters. Without the consent of the Managing Member and the written consent of the Requisite Non-Managing Members, the Company shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3 or under any corresponding provision of state or local law.

4. Members

4.1. Classes of Units. All interests of the Members in Distributions and other amounts specified in this Agreement, as well as the rights of the Members to vote on, consent to, or approve any matter related to the Company, shall be denominated in units of membership interests in the Company (each a “Unit” and collectively the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Act to the extent provided herein and therein. The number and the class of Units held by each Member shall be set forth opposite such Member’s name on Schedule A, attached hereto. Each of the Initial Members has subscribed for the number of Units set forth opposite such Member’s name on Schedule A attached hereto. The Managing Member may from time to time increase the number of authorized Units of a class, or issue a new series or class of Interests, without obtaining the consent of any Member or class of Members and, in such event, this Agreement may be appropriately amended by the Managing Member to reflect such increased authorized Units or additional Interests or class or series of Interests; provided, that the Company shall not issue any new Interests (whether of a new or existing series or class) without the written consent of the Requisite Non-Managing Members. As of the date of this Agreement, the Company has authorized 1,000 Common Units. Each holder of a Common Unit shall be entitled to cast one (1) vote on any matter requiring the approval of the Common Units, as provided in this Agreement. The Company shall not issue any certificates to evidence a member’s ownership of Common Units.

4.2. Meetings of Members.

4.2.1. Meetings; Notice of Meetings; Proxies. Meetings of the Members, including any special meeting, may be called by the Managing Member from time to time. Notice of any such meeting shall be given to all Members not less than two (2) nor more than thirty (30) business days prior to the date of such meeting and shall state the location, date and hour of the meeting and, in the case of a special meeting, the nature of the business to be transacted. No notice of any meeting of Members need be given to any Member who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in a written waiver of notice. Except as otherwise required by applicable law or by the Certificate, the presence in person or by proxy of the holders of record of a majority of the Units entitled to vote shall constitute a quorum for the transaction of business at such meeting. Each meeting of the Members shall be conducted by such Person as the Managing Member may determine. Each Member may authorize any Person to act for such Member by proxy on all matters in which a Member is entitled to participate. Every proxy must be signed by the Member or such Member’s attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it unless otherwise provided in such proxy.

4.2.2. Voting. If the Managing Member has fixed a record date, every holder of record of Common Units entitled to vote at a meeting of Members or to consent in writing in lieu of a meeting of Members shall be entitled to one vote for each such Common Unit outstanding in such Member’s name at the close of business on such record date. If no record date has been so fixed, then every holder of record of Common Units entitled to vote at a meeting of Members or to consent in writing in lieu of a meeting of Members shall be entitled to one vote for each Common Unit outstanding in his name on the close of business on the day next preceding the day on which notice of the meeting is given or the first consent in respect of the applicable action is executed and delivered to the Company, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by applicable law, the Certificate or this Agreement, the vote of the Requisite Members at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

4.2.3. Action Without a Meeting. Any action which may be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the Requisite Members entitled to vote; provided, that if such action requires the written consent of the Requisite Non-Managing Members then such consent shall also be signed by the Requisite Non-Managing Members.

4.3. No Cessation of Membership upon Bankruptcy. A Person shall not cease to be a Member of the Company upon the happening, with respect to such Person, of bankruptcy as provided in the Act, unless otherwise provided herein.

4.4. Confidentiality. By reason of the issuance of the Units, Members will gain access to certain Confidential Information. All Confidential Information shall be kept confidential and shall not be disclosed to any third party except: (a) information which is or becomes publicly available (other than as a result of disclosure by such Member in violation hereof or a third party violation of such third party’s obligation to the Company); (b) if applicable, to such Member’s employees, attorneys and accountants on a need-to-know-basis; or (c) in order to comply with any law, rule, regulation or order applicable to such Member. In the event that any Member or any Person described in clause (b) becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information, the disclosing party shall provide the Company with prompt prior written notice of such requirement and shall cooperate with the Company, at the Company’s expense, to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed.

4.5. Officers. The Managing Member may appoint individuals as officers of the Company or any subsidiary (each an “Officer” and collectively 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 it deems advisable. No Officer need be a Member of the Company. 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 with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by the Managing Member.

5. Management

5.1. Management. BoltPlay LLC shall be the “Managing Member” and a “Manager” as defined in the Act. The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Subject to the approvals of the Requisite Non-Managing Members set forth herein, the Managing Member shall have the right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise act for and on behalf of the Company. The Managing Member may from time to time delegate the management of the Company to one or more designated directors and/or officers of the Company, or any other person, with such power and authority as the Managing Member may prescribe from time to time.

6. Capital Accounts; Capital Contributions

6.1. Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Member. The initial balance in each Member’s Capital Account shall be as set forth on Schedule A.

6.2. Adjustments.

6.2.1. Each Member’s Capital Accounts shall be credited with the amount of cash and cash equivalents contributed by such Member, as set forth on Schedule A, and shall also be credited with the fair market value of property contributed by such Member, as set forth on Schedule A.

6.2.2. As of the end of each Accounting Period, the balance in each Member’s Capital Account shall be adjusted by (i) increasing such balance by such Member’s (A) allocable share of Net Profits (allocated in accordance with Section 7.1) and (B) the amount of cash and the fair market value of any property (as of the date of the contribution thereof and net of any liabilities encumbering such property) contributed to the Company during such Accounting Period, if any, and (ii) decreasing such balance by (A) the amount of cash and the fair market value of any property (as of the date of the Distribution thereof and net of any liabilities encumbering such property) distributed to such Member during such Accounting Period and (B) such Member’s allocable share of Net Losses (allocated in accordance with Section 7.1). Each Member’s Capital Account shall be further adjusted with respect to any special allocations pursuant to Section 7.2. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations section 1.704-1(b) and section 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

6.3. Capital Contributions. Each Member has made a Capital Contribution prior to the date hereof in the amount set forth opposite each Members name on Schedule A. Any contributions of property after the date hereof shall be valued at their fair market value.

6.4. Additional Capital Contributions. No Member shall be required to make any additional Capital Contribution to the Company in respect of the Units then owned by such Member. However, Members shall have the right (but not the obligation) to make additional Capital Contributions to the Company, upon the written consent of the Managing Member; provided, that such Capital Contributions shall not result in the issuance of additional Units without the written consent of the Requisite Non-Managing Members.

6.5. Negative Capital Accounts. Except as required by law, no Member shall be required to make up a negative balance in its Capital Account.

7. Allocations

7.1. Book Allocations of Net Profits and Net Losses. Except as provided in Section 7.2, Net Profits or Net Losses, as the case may be, with respect to any Accounting Period, including each item of income, gain, loss and deduction of the Company, shall be allocated among the Capital Accounts as of the end of such Accounting Period in a manner that as closely as possible gives effect to the provisions of ARTICLE VIII, and the other relevant provisions of this Agreement.

7.2. Special Book Allocations.

Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation or Distribution described in Treasury Regulations section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and such adjustment, allocation or Distribution causes or increases a deficit in such Member’s Capital Account in excess of its obligation to make additional Capital Contributions (a “Deficit”), items of gross income and gain for such Accounting Period and each subsequent Accounting Period shall be specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Deficit of such Member as quickly as possible; provided that, an allocation pursuant to this Section 7.2(a) shall be made only if and to the extent that such Member would have a Deficit after all other allocations provided for in this ARTICLE VII have been tentatively made as if this Section 7.2(a) were not in this Agreement. This Section 7.2(a) is intended to comply with the qualified income offset provision of Treasury Regulations section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.
Partnership Minimum Gain. Except as otherwise provided in Treasury Regulations section 1.704-2(f), if there is a net decrease in Partnership Minimum Gain during any Accounting Period, each Member shall be specially allocated items of Company income and gain for such Accounting Period in proportion to, and to the extent of, an amount equal to the portion of such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations section 1.704-2(g). This Section 7.2(b) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulations section 1.704-2(f) and shall be interpreted consistently therewith.
Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations section 1.704-2(i)(4), notwithstanding any other provision of this ARTICLE VII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to Partner Nonrecourse Debt during any taxable year, then each Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) in an amount equal to such Member’s share of the net decrease in Partner Nonrecourse Debt, determined in accordance with Treasury Regulations section 1.704-2(i)(4). This Section 8.2(c) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations section 1.704-2(i)(4) and shall be interpreted consistently therewith.
Nonrecourse Deductions. Nonrecourse Deductions for any Accounting Period shall be specially allocated to the Members in proportion to their respective Interests.
Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Accounting Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations section 1.704-2(i)(1).
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any asset of the Company, pursuant to section 734(b) of the Code or section 743(b) of the Code is required, pursuant to Treasury Regulations sections 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of such Member’s interest in the Company, then the amount of such adjustment to 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 such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such Distribution was made, in the event Treasury Regulations section 1.704-1(b)(2)(iv)(m)(4) applies.
Loss Limitation. Net Losses allocated pursuant to this ARTICLE VII 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 Accounting Period. In the event that some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to this ARTICLE VII, then the limitation set forth in this Section 7.2(g) 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 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 Treasury Regulations section 1.704-1(b)(2)(ii)(d).
Restorative Allocations. Any special allocations of items of income or gain pursuant to this Section 7.2(h) shall be taken into account in computing subsequent allocations pursuant to this Agreement, so that the net amount for any item so allocated and all other items allocated to each Member pursuant to this Agreement shall be equal, to the extent possible, to the net amount that would have been allocated to each Member pursuant to the provisions of this Agreement if such special allocations had not occurred.

7.3. Tax Allocations. The income, gains, losses, credits and deductions recognized by the Company shall be allocated among the Members, for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members’ Capital Accounts. Notwithstanding the foregoing, the Managing Member shall have the power to adjust such allocations so long as such adjusted allocations have substantial economic effect or are in accordance with the Members’ Interests, in each case within the meaning of the Code and the Treasury Regulations. In accordance with section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Managing Member in its sole discretion.

8. Distributions

8.1. Distributions.

Generally. Subject to Section 8.1(b), Section 8.1(c) and Section 8.5, the Managing Member shall have the 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 reasonable business needs of the Company.
Restricted Distributions. Notwithstanding any provision to the contrary in this Agreement, the Company shall not make any Distribution to Members if such Distribution would violate any applicable law, including the Act, or the terms of any agreement or instrument governing indebtedness of the Company or any of its Affiliates, including any credit agreement, guarantee, financing or security agreement.
Priority of Distributions. Subject to ARTICLE XII, Distributions shall be made to the Members in proportion to the number of Units that each Member holds at the time of such Distribution.

8.2. Distributions in Kind. In the event of a Distribution of property of the Company, such property shall for all purposes of this Agreement be deemed to have been sold at its fair market value and the proceeds of such sale shall be deemed to have been Distributed to the Members.

8.3. No Withdrawal of Capital. Except as otherwise expressly provided in ARTICLE XII, no Member shall have the right to withdraw capital from the Company or to receive any Distribution or return of such Member’s Capital Contributions.

8.4. Withholding. Notwithstanding any other provision of this ARTICLE VIII, (a) each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company or any of its Affiliates with respect to such Member or as a result of such Member’s participation in the Company and (b) such Member shall be deemed for all purposes of this Agreement to have received a payment which shall be deemed to be a Distribution with respect to such Member’s Interest to the extent that the Member is then entitled to receive a Distribution. To the extent that the aggregate of such payments to a Member for any period exceeds the Distributions to which such Member is entitled for such period, such Member shall make a prompt payment to the Company of such amount.

9. Books and Records

9.1. Books and Records. The Company shall keep adequate books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Company as well as the other information required by the Act.

9.2. Partnership Representative; Filings of Returns and Other Writings.

Tax Matters Member; Partnership Representative.
1. Appointment; Resignation. The Members hereby appoint BoltPlay as the “tax matters representative” as defined in section 6231 of the Code prior to its amendment by the Bipartisan Budget Act of 2015 (“BBA”) or the “partnership representative” (the “Partnership Representative”) as provided in section 6223(a) of the Code (as amended by the BBA). The Partnership Representative may resign at any time if there is another qualifying Member to act as the Partnership Representative and shall resign if it is no longer a Member or a Manager. In the event of the resignation of the Partnership Representative, the Requisite Members shall select a replacement Partnership Representative. If the resignation of the Partnership Representative occurs prior to the effectiveness of the resignation under applicable Treasury Regulations or other administrative guidance, the resignation shall be effective upon the earliest date provided for in such Treasury Regulations or administrative guidance.
2. Tax Examinations and Audits. The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by applicable taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall have sole authority to act on behalf of the Company in any such examinations and any resulting administrative or judicial proceedings, and such representative shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any applicable taxing authority.
3. BBA Elections. The Company will not elect into the partnership audit procedures enacted under Section 1101 of the BBA (the “BBA Procedures”) for any tax year beginning before January 1, 2018, and, to the extent permitted by applicable law and Treasury Regulations, the Company will annually elect out of the BBA Procedures for tax years beginning on or after January 1, 2018 pursuant to section 6221(b) of the Code (as amended by the BBA). For any year in which applicable law and Treasury Regulations do not permit the Company to elect out of the BBA Procedures, then within forty-five (45) days of any notice of final partnership adjustment, the Company will elect the alternative procedure under section 6226 of the Code, as amended by Section 1101 of the BBA, and furnish to the Internal Revenue Service and each Member during the year or years to which the notice of final partnership adjustment relates a statement of the Member’s share of any adjustment set forth in the notice of final partnership adjustment.
4. Tax Returns and Tax Deficiencies. Each Member agrees that such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign or other income tax return with the treatment of the item on the Company’s return. Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes and any taxes imposed pursuant to section 6226 of the Code as amended by the BBA) will be paid by such Member and if required to be paid (and actually paid) by the Company, will be recoverable from such Member as provided in Section 8.4.
5. Income Tax Elections. Except as otherwise provided herein, the Partnership Representative shall have sole discretion to make any determination regarding income tax elections it deems advisable on behalf of the Company; provided, that the Partnership Representative will make an election under section 754 of the Code, if requested in writing by another Member.
Tax Returns. At the expense of the Company, the Managing Member shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the Managing Member will cause to be delivered to each Person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person’s federal, state and local income tax returns for such Fiscal Year.

10. Liability, Exculpation and Indemnification

10.1. Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

10.2. Exculpation. 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 act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

10.3. Fiduciary Duty. Any duties (including fiduciary duties) of a Covered Person to the Company or to any other Covered Person that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable law; provided, that (a) the foregoing shall not eliminate the obligation of each Covered Person to act in compliance with the express terms of this Agreement and (b) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. A Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement.

10.4. Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s or any Related Party’s gross negligence, willful misconduct or willful breach of this Agreement with respect to such acts or omissions; provided, that any indemnity under this Section 10.4 shall be provided out of, and to the extent of, assets of the Company only, and no Covered Person shall have any personal liability on account thereof. Any indemnification obligation under this Section 10.4 shall survive the termination of this Agreement.

10.5. Expenses. To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of their performance of their duties on behalf of the Company shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 10.4.

10.6. Coordination with Other Agreements. Nothing in this Article X or any other provision of this Agreement shall in any manner change, modify, limit, expand or adjust in any way any of the terms of any of the Commercial Arrangements. In the event of any conflict between the terms of any Commercial Arrangement and the terms of this Agreement, the terms of such Commercial Arrangement will supersede the terms of this Agreement.

11. Transfers of Interests

11.1. Restrictions on Transfers of Interests by Members. Except for the Transfer of an Interest by a Member to an Affiliate of such Member, no Member may Transfer any Interest (including to any other Member), unless approved in writing by the Managing Member; provided, that a Transfer of any Interest by the Managing Member shall require the written consent of the Requisite Non-Managing Members.

11.2. Effect of Transfer. The Company shall, from the effective date of any permitted Transfer of an Interest (or part thereof), thereafter pay all further Distributions on account of such Interest (or part thereof) to the assignee of such Interest (or part thereof); provided that, such assignee shall have no rights or powers as a Member unless such assignee complies with Section 11.3.

11.3. Substitute Members. In the event any Member Transfers their Interest in compliance with the other provisions of this ARTICLE XI and the Act, the transferee thereof shall have the right to become a substitute Member, but only upon satisfaction of the following: (a) execution of such instruments as the Managing Member deems reasonably necessary or desirable to effect such substitution, and (b) acceptance and agreement in writing by the transferee of the Member’s Interest to be bound by all of the terms and provisions of this Agreement.

11.4. Overriding Provisions.

Any Transfer in violation of this ARTICLE XI or this Agreement shall be null and void ab initio.
All Transfers permitted under this ARTICLE XI are subject to the rest of this Article XI. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
Any proposed Transfer by a Member pursuant to the terms of this ARTICLE XI shall, in addition to meeting all of the other requirements of this Agreement, satisfy the following conditions: (i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations section 1.7704-1, and, at the request of the Managing Member, the transferor and the transferee will have each provided the Company a certificate to such effect; and (ii) the proposed transfer will not result in the Company having more than 99 Members, within the meaning of Treasury Regulations section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations section 1.7704-1(h)(3)). The Managing Member may in its sole discretion waive the condition set forth in clause (ii) of this Section 11.4(c).

12. Dissolution, Liquidation and Termination

12.1. Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events:

the Managing Member determines in writing to dissolve the Company, and such determination is approved by the Requisite Non-Managing Members;
any event which under applicable law would cause the dissolution of the Company, provided that, unless required by law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue;
the termination of a Commercial Agreement without the entry by the applicable parties thereto into a replacement or substitute agreement that also falls within the definition of “Commercial Agreement;”
the bankruptcy or dissolution of the Managing Member; or
the entry of a decree of judicial dissolution under Section 18-802 of the Act.

12.2. Dissolution and Winding-Up. Upon the dissolution of the Company, the assets of the Company shall be liquidated or distributed under the direction of and to the extent determined by the Managing Member and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the Company, the Company’s assets shall be distributed in the following manner and order: (a) First, to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members to the Company); (b) Second, to the payment of loans or advances that may have been made by any of the Members to the Company; and (c) Third, to the Members in accordance with their positive capital account balances, taking into account any amounts previously Distributed under Section 8.1, until their positive capital account balances have reached zero, then in proportion to Common Units that each Member holds at the time of such Distribution; provided, that no payment or Distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full; provided, further, that if the payments due to be made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.

12.3. Termination. The Company shall terminate when the winding up of the Company’s affairs has been completed, all of the assets of the Company have been distributed and the Certificate has been cancelled, all in accordance with the Act.

12.3. Claims of the Members. The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

13. Miscellaneous

13.1. Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by email, as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof) to the addresses set forth on Schedule A. All such notices, requests, demands, waivers and other communications shall be deemed to have been received by (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by email, on the day delivered.

13.2. Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

13.3. Entire Agreement. This Agreement and the Commercial Agreements constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes any prior agreement or understanding among them with respect to such subject matter. There are no representations, warranties, promises, inducements, covenants or undertakings relating to the Units, other than those expressly set forth or referred to herein.

13.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by email or other means of electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

13.5. Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Delaware, without giving effect to the conflict of laws rules thereof (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

13.6. Dispute Resolution.

The Company and the Members shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through negotiations between senior executives with authority to settle the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) days after written notice of the Dispute, either Party may initiate arbitration in accordance with Section 13.6(b).
Any Dispute not resolved under Section 13.6(a) shall be finally settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules, except as modified herein. The arbitration shall be conducted by a single arbitrator with experience in technology-licensing disputes, selected in accordance with the JAMS rules, and shall take place in the Northern District of California. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations of the remaining provisions of this Section 13.6.
All arbitration proceedings, including any related discovery, testimony, or documents, shall be deemed Confidential Information and shall be conducted in closed session.
Nothing in this Section 13.6 shall prevent any party hereto from seeking interim or injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual-property rights.
Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The prevailing Person shall be entitled to recover its reasonable attorneys’ fees and costs.

13.7. Waiver Generally. Waiver by any Member hereto of any breach or default by any other Member of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Members hereto or from any failure by any Member to assert its or his or her rights hereunder on any occasion or series of occasions.

13.8. Severability. If any provision of this Agreement is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever, so long as this Agreement, taken as a whole, still expresses the material intent of the parties hereto. The invalidity of any one or more phrases, sentences, clauses, Sections or subsections of this Agreement shall not affect the remaining portions of this Agreement.

13.9. Further Actions. Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Company in connection with the continuation of the Company, including (a) any documents that the Company deems necessary or appropriate to continue the Company as a limited liability company in all jurisdictions in which the Company conduct or plan to conduct business and (b) all such agreements, certificates, tax statements and other documents as may be required to be filed in respect of the Company.

13.10. Amendments. This Agreement (including this Section 13.10) may not be amended, modified or supplemented except by a written instrument signed by the Managing Member; provided, no amendment, modification or supplement shall adversely affect either (a) a particular Member (and no other Members) on a discriminatory basis without such Member’s consent or (b) the Members as a class without the consent of a majority of the class of Members so affected. Notwithstanding the foregoing, the Managing Member may make such modifications to this Agreement, including Schedule A, as are required by this Agreement.

13.11. No Third-Party Beneficiaries. Except as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.

13.12. Injunctive Relief. The Units cannot readily be purchased or sold in the open market, and for that reason, among others, the Company and the Members will be irreparably damaged in the event this Agreement is not specifically enforced. Each of the Members therefore agrees that, in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the Company or any Member may have.

[Signature Page Follows]

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

COMPANY

[LICENSED RESELLER]

By: ________________________
Name:

Title:

INITIAL MEMBERS

BOLTPLAY LLC

By: ________________________

[STUDIO]

By: ________________________

[Signature Page to [Licensed Reseller] Limited Liability Company Agreement]