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INVESTOR PACKET FOR U.S. INVESTORS IN

PROPEL (STARTUP COMPANY) LLC (THE “SYNDICATE”)

This investor packet includes the following documents:

Summary of Key Agreements: This document provides a brief overview of the legal agreements involved with making an investment in the Syndicate.

Participation Agreement and Investor Questionnaire: Please complete and sign this document to make an investment in the Syndicate.

Operating Agreement: This is a copy of the Syndicate’s limited liability company agreement. It does not need to be signed in the course of completing this investor packet. If this investor packet results in an investment in the Syndicate, the operating agreement will be signed through a power of attorney granted in the Participation Agreement and Investor Questionnaire. The operating agreement is attached for reference as Exhibit D to the Participation Agreement and Investor Questionnaire.

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Summary of Key Agreements

Propel (Startup Company) LLC Operating Agreement

The following summary is qualified in its entirety by reference to the detailed provisions of the operating agreement of Propel (Startup Company) LLC, (the “Syndicate Agreement”) attached as Exhibit D.

Syndicate Propel (Startup Company) LLC, a Delaware limited liability company (the “Syndicate”), is being formed for the primary purpose of acquiring and investing in Series Seed interests issued by Startup Company, Inc.(the “Portfolio Company”).

Target Capitalization The Syndicate is targeting aggregate capital commitments from qualified investors (“Capital Commitments”) of at least $100,000, but the Managing Member, in its sole discretion, may cause the Syndicate to accept Capital Commitments of a lower value.

Managing Member Propel(x) Advisors LLC, a Delaware limited liability company, will serve as the sole manager of the Syndicate and will be a member of the Syndicate (the “Managing Member”).

Carried Interest An affiliate of the Managing Member shall receive a 15% carried interest with respect to the investment in the Portfolio Company by the Syndicate as specifically set forth in Section 8 of the Operating Agreement.

Minimum Capital Commitment

Each investor in the Syndicate (collectively, the “Non-Managing Members” and with the Managing Member, the “Members”) will make a Capital Commitment of at least $3,000. The Managing Member reserves the right to accept Capital Commitments of lesser amounts.

Capital Calls The Managing Member intends to, but is not required to, to call down each Non-Managing Member’s entire Capital Commitment upon the closing of that person’s acquisition of its interest as a Non-Managing Member.

Default A Non-Managing Member that defaults in respect of its obligation to make capital contributions to the Syndicate will be subject to the default provisions set forth in the Syndicate Agreement.

Distributions In general, distributions will be apportioned among the Members in proportion to their respective capital contributions to the Syndicate, subject to the Carried Interest described above.

Allocations All items of income, gain, loss and deduction will be allocated to the Members in a manner generally consistent with the distribution provisions outlined above.

Follow-On Investments The Managing Member will initially allocate the Syndicate’s opportunities to make follow-on investments in the Portfolio Company, if any, to the Members in proportion to their Capital

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Commitments. The Managing Member will have the discretion to reallocate, to one or more Members or third parties (including affiliates of the Managing Member), each opportunity initially allocated to a Member that is not accepted by that Member.

The Managing Member may cause the Syndicate to establish different classes or series of interests to reflect its acquisition and holding of interests in different financing rounds of the Portfolio Company. If the Managing Member causes the Syndicate to establish different classes or series of LLC interests, then the terms of this term sheet will generally apply separately to each class or series of LLC interest.

Portfolio Company Governance Rights

The Managing Member does not intend to cause the Syndicate to negotiate for any specific governance rights.

Expenses and the Administration Account

The Managing Member will use commercially reasonable efforts to cause the Portfolio Company to advance an amount, or reimburse the Syndicate, for the Syndicate’s costs and expenses incurred and expected to be incurred in its organization, offering of Member interests, and the acquisition, administration, and disposition of its interest in the Portfolio Company (amounts so received, “Portfolio Company Reimbursements”).

The Syndicate will bear the Syndicate’s expenses that are incurred in excess of Portfolio Company Reimbursements.

The Managing Member may, or may cause one or more of its affiliates to, pay Syndicate expenses on behalf of the Syndicate. The Managing Member may then cause the Syndicate to repay those advances by withholding amounts otherwise distributable to Members, recalling amounts previously distributed to Members, causing the Syndicate to sell part or all of its assets, or any combination of the foregoing.

Transfers In general, Members may not withdraw from the Syndicate or sell, transfer, or pledge their interests in the Syndicate except with the consent of the Managing Member.

Indemnification Absent willful misconduct or gross negligence, the Syndicate will defend and indemnify the Managing Member and its affiliates for any loss, expense, damage, or injury suffered or sustained by them, by reason of acts, omissions, or alleged acts or omissions arising out of their activities on behalf of the Syndicate, or in furtherance of the interests of the Syndicate.

Reports U.S. federal income tax information will be provided annually. Upon the written request of Members holding a majority of the Capital Commitments, annual financial statements will be

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audited at the Syndicate’s expense by an independent accounting firm selected by the Managing Member.

Replacement of the Managing Member

If the initial Managing Member ceases to function as the Managing Member and is not replaced by an affiliate of the initial Managing Member, then the Managing Member will invite, in order of decreasing Capital Commitments, each Non-Managing Member to serve as the Syndicate’s new managing member. If no Non-Managing Member accepts the role, the Managing Member will use its reasonable best efforts to find a third party to serve as the Managing Member. These parties may include venture capital firms, asset management firms, and funds-of-funds managers.

Confidentiality Each prospective investor may not disclose information relating to these arrangements without the prior written consent of the Managing Member.

Risk Factors An investment in the Syndicate involves significant risks of loss of invested capital and potential conflicts of interest. Each prospective investor should carefully consider and evaluate such risks and conflicts before investing in the Syndicate.

Participation Agreement and Investor Questionnaire

The Participation Agreement and Investor Questionnaire (the “Participation Agreement”) provides the terms and conditions that relate to the specific purchase and sale of each Member’s interest in the Syndicate. The Participation Agreement includes representations and warranties of the Members to ensure the Syndicate’s and Manager’s compliance with relevant securities and other applicable laws and regulations and to confirm certain facts and information related to each Member. Also included in the Participation Agreement are disclosures related to the risks of investing in the Syndicate. These risk factors should be read carefully. The Participation Agreement also includes a copy of the Propel(x) privacy policy. An investor’s submission of a Participation Agreement does not guarantee participation in the Syndicate.

This summary is not intended to be a complete description of the Operating Agreement or Participation Agreement, and is qualified in its entirety by reference to the terms of the Operating Agreement and Participation Agreement. Each prospective investor should read the Operating Agreement and Participation Agreement before making a decision to invest in the Syndicate and should consult with its legal and tax advisers.

Propel (Startup Company) LLC

Participation Instructions

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An investment in Propel (Startup Company) LLC (the “Syndicate”) can be made only by means of the completion, delivery, and acceptance of the participation documents in this package.

Please complete and submit the following documents:

Participation Agreement and Investor Questionnaire: Complete all requested information in this Participation Agreement and Investor Questionnaire and date and sign the signature page. You do not need to sign the Operating Agreement, attached as EXHIBIT D, as it will be signed by the Manager through a power of attorney granted by you in the Participation Agreement.

IRS Form W-9: Complete and sign IRS Form W-9 to certify your tax identification number attached as a separate form.

If you will be investing through multiple entities, please make additional copies of these documents as necessary, ensuring that all documents are completed for each entity investing in the Syndicate.

If necessary, the Manager may request any additional documentation necessary to verify your identity or otherwise complete the review process. If you fail to provide the requested documentation, this may delay your acceptance or cause your participation request to be rejected.

The Manager takes precautions to maintain the privacy of personal information concerning current and prospective individual investors. For more information that applies to investors investing in their individual capacity, please refer to the privacy policy attached as Exhibit B.

The offering of securities described in this Participation Agreement has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or any securities laws of any state of the United States or any non-U.S. jurisdiction. This offering is made under Rule 506 of Regulation D under section 4(a)(2) of the Securities Act, which exempts from registration transactions not involving a public offering. For this reason, these securities will be sold only to investors that meet the minimum suitability qualifications described in this Participation Agreement.

Each investor should be prepared to bear the economic risk of an investment in the Syndicate for an indefinite period of time. This is because the securities offered under this Participation Agreement are not permitted to be offered for sale by an investor unless that offering is registered or an exemption from that registration is available. The Syndicate does not have an obligation to make possible such a registration under the Securities Act or under the laws of any other U.S. or non-U.S. jurisdiction. Transfers of membership interests in the Syndicate are also restricted by the Syndicate’s operating agreement.

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PROPEL (STARTUP COMPANY) LLC

PARTICIPATION AGREEMENT AND INVESTOR QUESTIONNAIRE

This Participation Agreement and Investor Questionnaire (this “Agreement”) is entered into between Propel(x) Advisors LLC (the “Manager”), and the investor identified on the signature page to this Agreement (the “Investor”) in connection with the Investor’s purchase of a membership interest in Propel (Startup Company) LLC, a Delaware limited liability company (such an interest, an “Interest”, and that company, the “Syndicate”), and admission as a member of the Syndicate. Each capitalized term used in this Agreement and not otherwise defined in this Agreement has the meaning given to it in the Syndicate’s operating agreement (the “Operating Agreement”).

The Investor hereby offers a subscription for an Interest, and the Manager, the Syndicate, and the Investor hereby agree as follows.

1. Contribution. The Manager may accept or reject all or any portion of the “Capital Commitment” proposed by the Investor. The Investor’s “Capital Commitment” is that amount, if any, that is accepted in writing by the Manager. If the Investor’s Capital Commitment is less than amounts funded by the Investor before the establishment of the Investor’s Capital Commitment, then the Syndicate shall promptly refund the excess amount to the Investor’s originating account. The Investor shall contribute capital to the Syndicate (or the Syndicate’s designee) in respect of its Capital Commitment as set forth in the Operating Agreement.

2. Adoption. If the Investor is accepted as a Member under Section 3, then the Investor becomes bound by the Operating Agreement and shall perform all obligations imposed upon a Member with respect to its Interest.

3. Acceptance of Participation; Delivery of Operating Agreement. The Investor hereby represents that it understands and agrees that this participation is made subject to each of the following terms and conditions.

(a) The Manager may review the suitability of each person desiring to purchase an Interest and, in connection with that review, waive those suitability standards as to that person that the Manager deems appropriate under applicable law.

(b) The Manager may, in its sole discretion, reject the Investor’s offer of participation, in whole or in part, and the Investor’s offer of participation is accepted only when the Manager accepts the offer of participation and admits the Investor as a Member in writing.

(c) The Manager has no obligation to accept participations in the order in which it receives them.

(d) The Investor hereby requests and authorizes the Manager to enter the Investor’s name in the books and records of the Syndicate as the holder of an Interest.

(e) The Interest to be created on account of this participation shall be created only in the name of the Investor, the Investor shall comply with the Operating Agreement, and the Investor shall execute each further document that the Manager determines is necessary in connection with becoming a Member.

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(f) The Investor shall comply with the restrictions on transfer of its Interest contained in the Operating Agreement.

(g) It is intended that the Syndicate will invest only in securities issued by Startup Company, Inc.(the “Portfolio Company”).

(h) The Investor understands that the Syndicate has entered into or expects to enter into

separate Participation Agreements with other investors which are or shall be substantially similar in all

material respects to this Agreement providing for the admission of such other investors as Members in the

Syndicate. This Agreement and such separate agreements are separate agreements and the sale

arrangements between the Syndicate and such other investors are separate sales. The Investor also

acknowledges that the Manager may enter into side letters with certain Members (which may include the

Investor) which contain terms different from those in this Agreement or amend and supplement certain

provisions of the Operating Agreement as it applies to such Members.

4. Investor’s Representations. In connection with the Investor’s purchase of an Interest, the Investor makes each of the following representations and warranties on which the Manager, the Syndicate, and Nelson Mullins Riley & Scarborough LLP (“Syndicate Counsel”) are entitled to rely.

(a) The Investor has received, has read, and understands the Operating Agreement and this Agreement (including, but not limited to, the risk factors set forth on Exhibit C attached to this Agreement). No representations or warranties have been made to the Investor by the Syndicate, the Manager, or any agent of those persons, other than as set forth in the Operating Agreement and this Agreement.

(b) The Investor is acquiring its Interest solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever (or, if the Investor is acquiring the Interest as a trustee, solely for the account of the trust or trust account named in this Agreement) for investment and not with a view to, or for sale in connection with, any distribution of the Interest. The Investor does not have any contract, undertaking, or arrangement with any person to sell, transfer, grant, or mimic participation in the Interest.

(c) The Investor has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the purchase of an Interest, and the Investor is able to bear the economic risk of that investment, including the risk of complete loss.

(d) The Investor has had access to the information concerning the Syndicate that the Investor has determined is necessary to enable the Investor to make an informed decision concerning the purchase of an Interest. The Investor has had the opportunity to ask questions and receive answers satisfactory to the Investor concerning the offering of Interests and the Syndicate generally. The Investor has obtained all additional information requested by the Investor to verify the accuracy of all information furnished in connection with the offering of Interests.

(e) The Investor understands that the Interest has not been registered under the U. S. Securities Act of 1933 (the “Securities Act”) nor under any securities law of any state of the United States or any non-U.S. jurisdiction. The Investor is purchasing the Interest without being furnished any offering literature or prospectus other than the Operating Agreement and this Agreement.

(f) The Investor understands that the Syndicate has not been registered under the U.S. Investment Company Act of 1940 (the “Companies Act”). The Investor understands that the Manager is

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not registered as an investment adviser under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”).

(g) The Investor is aware that (i) the Investor must bear the economic risk of investment in the Interest for an indefinite period of time, possibly until final winding up of the Syndicate, (ii) because the Interest has not been registered under the Securities Act, there is currently no public market therefor, (iii) the Investor may not be able to avail itself of the provisions of Rule 144 of the Securities Act with respect to the Interest, and (iv) the Interest cannot be sold unless subsequently registered under the Securities Act or an exemption from that registration is available. The Investor understands that the Syndicate is under no obligation, and does not intend, to affect any such registration at any time. The Investor understands that sales or transfers of the Interest are further restricted by the Operating Agreement and, as applicable, the securities laws of other U.S. and non-U.S. jurisdictions.

(h) The Investor is purchasing the Interest without being furnished any offering literature or prospectus other than the Operating Agreement and this Agreement. The Investor understands that the risk factors set forth on Exhibit C attached to this Agreement describe only some general risks involved in investment in early stage technology companies. The Investor is not relying on any information whatsoever, except for this Agreement and the Operating Agreement, in making the decision to purchase an Interest. The Investor is not subscribing for an Interest in response to, or in response to any information obtained through, any advertisement, including, without limitation, in printed public media, radio, television or telecommunications, including electronic display and the internet, or part of a general solicitation. Certain information contained on the website of the Manager or its affiliates has been obtained from and prepared by sources other than the Manager and its affiliates. The Investor understands that while the Syndicate and the Manager believe that information to be reliable, none of the Syndicate, the Manager, nor any of their respective affiliates has assumed any responsibility for the accuracy and completeness of that information.

(i) The Investor understands that Interest may not be transferred or disposed of except in accordance with this Agreement and the Operating Agreement.

(j) The Investor’s full legal name, true and correct address of residence (for individuals and trusts) or principal place of business (for entities), phone number, fax number, electronic mail address, U.S. taxpayer identification number and other contact information are provided on the signature page to this Agreement.

(k) The execution and delivery of the Operating Agreement and this Agreement, the consummation of the transactions contemplated by the Operating Agreement and this Agreement, and the performance of its obligations under the Operating Agreement and this Agreement will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Investor is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, that applies to the Investor.

(l) No suit, action, claim, investigation, or other proceeding is pending or, to the best of the Investor’s knowledge, is threatened against the Investor that questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken under the Operating Agreement or this Agreement.

(m) The Investor has full power and authority to make the representations referred to in this Agreement, to purchase the Interest under this Agreement and the Operating Agreement and to deliver

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the Operating Agreement and this Agreement. The Operating Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

(n) The Investor understands the meaning and legal consequences of the representations and warranties made by the Investor in this Agreement. Those representations and warranties are complete and accurate and will be complete and accurate at the time of closing and may be relied upon by the Syndicate, the Manager, and Syndicate Counsel. Those representations and warranties survive delivery of this Agreement and the Operating Agreement.

(o) The Investor has been advised to consult with the Investor’s attorney regarding legal matters concerning the Syndicate and to consult with independent tax advisers regarding the tax consequences of investing in the Syndicate. The Investor understands that any anticipated U.S. federal or state income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Investor understands that the Syndicate is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Investor by reason of the Investor’s investment in the Syndicate.

(p) The Investor understands that information relating to the Investor may appear on the financial statements and other records of the Syndicate. The Investor understands that other Members may receive that information as permitted by the Operating Agreement or as required by applicable laws and may share such information with their advisors and other parties.

(q) The Investor understands that the Manager may cause the Syndicate to make an election under section 754 of the U.S. Internal Revenue Code of 1986 (together with any corresponding provisions of succeeding law, the “Code”) or an election to be treated as an “electing investment partnership” for purposes of section 743 of the Code.

(r) The Investor has carefully reviewed and understands the various risks of an investment in the Syndicate, as well as the fees and conflicts of interest to which the Syndicate is subject, as set forth in the Operating Agreement and this Agreement (including, but not limited to, the risk factors set forth on Exhibit C attached to this Agreement. The Investor hereby consents and agrees to the payment of the fees so described to the parties identified as the recipients thereof, if any, and to such conflicts of interest.

(s) Investor has not been subject to any Regulation D Rule 506(d) disqualifying event as defined below and is not subject to any proceeding or event that could result in any such disqualifying event (each, a “Disqualifying Event”). The following representations apply to Investor as well as each direct or indirect owner of Investor that would own 20% or more of the Syndicate’s Interests if the owner were a direct member in the Syndicate (each a “Significant Owner”). By way of example only, if Investor owns 40% of the Syndicate’s Interests, the Investor would have a Significant Owner if one of Investor’s beneficial owners owns 50% or more of the outstanding equity of the Investor. Each of the enumerated instances below is a Disqualifying Event. The Investor has been subject to a Disqualifying Event if the Investor:

(i) (A) Has been convicted within ten years of the date of this Agreement of any felony or misdemeanor (i) in connection with the purchase or sale of any security, (B) involving the

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making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”) or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

(ii) Is subject to any order, judgment or decree of any court of competent jurisdiction entered within five years of the date of this Agreement that presently restrains or enjoins the Investor from engaging or continuing to engage in any conduct or practice (A) in connection with the purchase or sale of any security, (B) involving the making of any false filing with the SEC or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;

(iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the U.S. National Credit Union Administration that (A) as of the date of this Agreement, bars the Investor from (1) association with an entity regulated by that commission, authority, agency or officer, (2) engaging in the business of securities, insurance or banking or (3) engaging in savings association or credit union activities or (B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years of the date of this Agreement;

(iv) Is subject to any order of the SEC issued under section 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that as of the date of this Agreement (i) suspends or revokes the Investor’s registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on the activities, functions or operations of the Investor or (iii) bars the Investor from being associated with any entity or from participating in the offering of any penny stock;

(v) Is subject to any order of the SEC entered within five years of the date of this Agreement that presently orders the Investor to cease and desist from committing or causing a violation or future violation of (i) any scienter- based anti-fraud provision of the federal securities laws or (ii) section 5 of the Securities Act;

(vi) Is, as of the date of this Agreement, suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

(vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of the date of this Agreement, was the subject of a refusal order, stop order or order suspending the Regulation A exemption, or is presently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

(viii) Is subject to a U.S. Postal Service false representation order entered within five years of the date of this Agreement or is presently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

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(ix) To the best of Investor’s knowledge, neither the Investor nor any Significant Owner is currently the subject of any threatened or pending investigation, proceeding, action or other event that, if adversely determined, would give rise to any Disqualifying Event.

(t) The Investor is an “accredited investor” (within the meaning of Rule 501 under the Securities Act) by virtue of one of the following statements being true

(i) The Investor is an individual with a net worth, either individually or upon a joint basis with the Investor’s spouse, of at least $1 million (excluding the gross value of the Investor’s primary residence and also excluding any indebtedness secured by that primary residence that does not exceed the gross value of that primary residence and that was not incurred within the 60 days preceding the date of this Agreement), or has had individual income in excess of $200,000 for each of the two most recent years, or joint income with the Investor’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

(ii) The Investor is an irrevocable trust with total assets in excess of $5 million whose purchase is directed by a Person with knowledge and experience in financial and business matters that make that Person capable of evaluating the merits and risks of the prospective investment.

(iii) The Investor is a corporation, partnership, limited liability company, or business trust, not formed for the purpose of acquiring the Interest, or an organization described in section 501(c)(3) of the Code, in each case with total assets in excess of $5 million.

(iv) The Investor is an entity in which all of the equity owners, or a living trust or other revocable trust in which all of the grantors and trustees, are accredited investors.

(u) The Investor, if an entity, was not organized for the purpose of acquiring the Interest.

(v) To the best of the Investor’s knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other Member or prospective investor in the Syndicate.

(w) The Investor has made investments before the date of this Agreement or intends to make investments in the near future. If the Investor is an entity, each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment.

(x) The Investor’s investment in the Syndicate will not constitute more than 40% of the Investor’s assets (including for this purpose any committed capital for an Investor that is an investment fund).

(y) The governing documents of the Investor, if an entity, require that each beneficial owner of the Investor, including, but not limited to, shareholders, partners and beneficiaries, participate through such beneficial owner’s interest in the Investor in all of the Investor’s investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor. No such beneficial owner may vary such beneficial owner’s share of the profits and losses or the amount of such beneficial owner’s contribution for any investment made by the Investor.

(z) Neither the Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Companies Act.

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(aa) The Investor understands that the Syndicate, Syndicate Counsel, and the Manager are relying upon the Investor’s responses in this Agreement in determining fiduciary responsibilities under the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) and related rules and regulations.

(i) Except as otherwise disclosed in writing to the Manager, the Investor is not an “employee benefit plan,” as defined in section 3(3) of ERISA, that is subject to the provisions of Part 4 of Title I of ERISA.

(ii) Except as otherwise disclosed in writing to the Manager, the Investor is not a “plan,” as defined in section 4975(e)(1) of the Code, that is subject to section 4975 of the Code (including, by way of example only, an individual retirement account).

(iii) Except as otherwise disclosed in writing to the Manager, the Investor is an not entity that is deemed to be a “benefit plan investor” under the U.S. Department of Labor final plan assets regulation, 29 C.F.R. §2510.3-101, as amended (the “Regulation”) and as modified by section 3(42) of ERISA, because its underlying assets include “plan assets” by reason of a plan’s investment in the entity (including, by way of example only, a partnership or other entity: (A) in which 25% or more of each class of equity interests is owned by one or more “employee benefit plans” or “plans” described above or by one or more other entities described in this paragraph, applying for this purpose the proportional ownership rule set forth in the final sentence of section 3(42) of ERISA, and (B) that does not qualify as a “venture capital operating company” or “real estate operating company” under the Regulation).

5. Investor Obligations.

(a) If in any respect any representation provided by the Investor in this Agreement will not be complete and accurate as of the closing, the Investor shall give immediate notice of the incomplete or inaccurate information to the Manager, specifying which representations or warranties are not complete and accurate and the reasons therefor.

(b) The Investor shall indemnify and hold harmless the Syndicate, Syndicate Counsel, the Manager and each member, manager, shareholder, director, officer, employee, or advisor thereof (each, an “Indemnified Party”) from and against any and all loss, damage or liability due to or arising out of any inaccuracy or breach of any representation or warranty of the Investor or failure of the Investor to comply with any covenant or agreement set forth herein or in any other document furnished to any Indemnified Party specifically supplementing the information in this participation booklet by the Investor in connection with the participation for an Interest. The Investor shall reimburse each Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any such claim, action, proceeding or investigation. The reimbursement and indemnification obligations of the Investor under this paragraph shall survive any closing applicable to the Investor (or, if this Agreement is terminated under paragraph 3(b) above, such termination) and shall be in addition to any liability which the Investor may otherwise have (including, without limitation, liabilities under the Operating Agreement), and shall be binding and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of the Indemnified Parties.

(c) If the Syndicate elects to be treated as an electing investment partnership under the Code, the Investor shall cooperate with the Syndicate and the Manager to maintain that status and shall not take any action that would be inconsistent with that election. Upon request, the Investor shall

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provide the Manager with any information necessary to allow the Syndicate to comply with (a) its obligations to make tax basis adjustments under sections 734 or 743 of the Code and (b) its obligations as an electing investment partnership.

(d) The Investor shall immediately notify the Manager in writing if the Investor becomes subject to a Disqualifying Event at any date after the date of this Agreement. If the Investor becomes subject to a Disqualifying Event at any date after the date of this Agreement, the Investor shall use its best efforts to coordinate with the Manager (i) to provide documentation as reasonably requested by the Manager related to the Disqualifying Event and (ii) to implement a remedy to address the Investor’s changed circumstances such that the changed circumstances will not affect in any way the Syndicate’s or its affiliates’ ongoing or future reliance on the Rule 506 exemption under the Securities Act. At the discretion of the Manager, those remedies may include, without limitation, the waiver of all or a portion of the Investor’s voting power in the Syndicate, the Investor’s removal from the Syndicate, and the Investor’s withdrawal from the Syndicate through the transfer or sale of its Interest in the Syndicate. The Manager may periodically request assurance that Investor has not become subject to a Disqualifying Event at any date after the date of this Agreement and the Investor shall provide the requested assurance unless the Investor has notified the Manager in writing that it would be unable to do so. If the Investor fails to respond in writing to such a request for assurance, the Manager may treat the failure as an affirmation and restatement of the Investor’s previous representations, warranties, and covenants regarding Disqualifying Events.

(e) When requested by the Manager, the Investor shall provide all additional information that the Manager deems reasonably necessary to ensure compliance with all applicable laws and regulations, including those concerning money laundering and similar activities. The Manager may release confidential information about the Investor and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities.

6. Anti-Money Laundering Regulations. The Investor acknowledges that the Manager and the Syndicate’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Investor hereby represents, covenants, and agrees that, to the best of Investor’s knowledge based on reasonable investigation:

(a) None of the Investor’s capital contributions to the Syndicate (whether payable in cash or otherwise) is derived from money laundering or similar activities deemed illegal under U.S. federal laws and regulations.

(b) To the extent within the Investor’s control, none of the Investor’s capital contributions to the Syndicate will cause the Syndicate or any of its personnel to be in violation of U.S. federal anti-money laundering laws, including without limitation the U.S. Bank Secrecy Act (31 U.S.C. 5311 et seq.), the U.S. Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder.

(c) Neither it, nor any Person controlled by, controlling, or under common control with the Investor, any of the Investor’s beneficial owners, any person for whom the Investor is acting as agent or nominee in connection with this investment nor, in the case of an Investor which is an entity, any Related Person (as defined in Exhibit B to this Agreement) is:

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(i) a Prohibited Investor (as defined in Exhibit B to this Agreement);

(ii) a Senior Foreign Political Figure (as defined in Exhibit B to this Agreement), any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate (as defined in Exhibit B to this Agreement) of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non- Cooperative Jurisdiction (as defined in Exhibit B to this Agreement);

(iii) a Person resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or

(iv) a Person who gives Investor reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank (as defined in Exhibit B to this Agreement), an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

(d) The Investor shall promptly notify the Manager if it knows, or has reason to suspect that any of the representations in this paragraph 6 have become incorrect or if there is any change in the information affecting these representations and covenants.

(e) If at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, the Manager may undertake appropriate actions, and the Investor shall cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Investor’s Interest in the Syndicate.

7. Withholding. The Manager is required to withhold a certain portion of the taxable income and gain allocated or distributed to each Investor unless the Investor provides documentation confirming that the Investor is not subject to withholding, or is subject to a reduced rate of withholding. The Investor should consult with a tax advisor concerning the application of the U.S. withholding rules to the Investor.

8. Power of Attorney. The Investor hereby constitutes and appoints the Manager as its agent, true and lawful representative, and attorney-in-fact, in its name, place, and stead to make, execute, sign, acknowledge, deliver, and file (a) the Syndicate’s Certificate of Formation and each other instrument, deed, document, and certificates that may be required by any law to effectuate, implement and continue the valid and subsisting existence of the Syndicate, (b) the Operating Agreement, (c) each instrument, deed, document, and certificate that may be required to effectuate the dissolution and termination of the Syndicate in accordance with the provisions of this Agreement, the Operating Agreement, and applicable law, (d) each instrument, deed, document, and certificate that may be required of the Syndicate by the laws of each jurisdiction in which the Syndicate conducts its affairs in order to qualify or otherwise enable the Syndicate to conduct its affairs in that jurisdiction, (e) each amendment of the Operating Agreement contemplated by the Operating Agreement including, without limitation, amendments reflecting the addition or substitution of any Member, or any action of the Members duly taken under the Operating Agreement whether or not such Member voted in favor of or otherwise approved that action, and (f) each other instrument, certificate, document, accession agreement, or deed of adherence required to admit a Member, to effect the substitution of a Member, to effect the substitution of a Member’s assignee as a Member, to effect a Transfer under the Operating

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Agreement, or to reflect any action of the Members provided for in the Operating Agreement. The foregoing grant of authority (1) is irrevocable, coupled with an interest in favor of the Manager and deemed to be given to secure the performance of the Investor’s obligations under this Agreement and the Operating Agreement and survives the death or disability of a Member that is a natural person or the merger, dissolution, or other termination of the existence of a Member that is not a natural person, and (2) survives the assignment by the Investor of the whole or any portion of its interest, except that where the assignee of the whole interest has furnished a power of attorney, the foregoing grant of authority survives the assignment for the sole purpose of enabling the Manager to execute, acknowledge, and file any instrument necessary to effect any permitted substitution of the assignee for the assignor as a Member. Notwithstanding the previous sentence, this power of attorney expires upon the dissolution of the Syndicate. The Manager and each Member will rely on the effectiveness of these powers in concluding that the Investor is bound by, and subject to the Operating Agreement. The Investor agrees to execute such other documents as the Manager may reasonably request in order to affect the intention and purposes of the power of attorney contemplated by this paragraph.

9. Survival of Agreements, Representations and Warranties. Each agreement, representation, and warranty contained in this Agreement or made in writing by or on behalf of the Investor, the Syndicate, or the Manager in connection with the transactions contemplated by this Agreement survives: (a) the execution of this Agreement and the Operating Agreement, (b) each investigation, at any time, made by the Investor, the Syndicate, or the Manager, or on behalf of any of them, (c) the sale and purchase of the Interest and payment therefor, and (d) the dissolution and termination of the Syndicate.

10. Legends. The Investor hereby consents to the placement of the legends contained on the “Participation Instructions” of the investor packet containing this Agreement, and each other legend required or reasonably advisable, as determined by Syndicate Counsel, by applicable law.

11. Counterparts, Execution and Delivery. This Agreement may be executed in two or more counterparts, each of which is hereby deemed to be an original and all of which together constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by the Investor or the Manager (or both), and an executed copy of this Agreement may be delivered by the Investor or the Manager (or both) by facsimile or similar electronic transmission device pursuant to which the signature (or signatures) and questionnaire responses can be seen, and such an execution and delivery is valid, binding, and effective for all purposes. At the request of any party, the Investor and the Manager shall execute an original of this Agreement as well as any facsimile or other reproduction of this Agreement.

12. Amendment; Waiver. Each amendment to this Agreement is effective only if in writing and signed by the parties. A waiver of any provision of this Agreement is effective only if in writing and signed by the party granting the waiver. A waiver waives only the provision of the Agreement set forth in the wavier and only to the extent set forth in the waiver.

13. Assignment. This Agreement is not transferable or assignable by the Investor.

14. Arbitration. The parties shall resolve each claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement by final and binding arbitration in accordance with the Operating Agreement.

15. Privacy. If the Investor is a natural person (including a natural person investing through trust), the Investor hereby represents that it has carefully read the notice regarding privacy of financial

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information under the U.S. Federal Trade Commission privacy rule, 16 C.F.R. Part 313 (the “Privacy Rule”), attached to this Agreement as Exhibit B, and hereby represents that the Interest is a financial product that the Investor has requested and authorized. The Investor acknowledges and agrees that the Syndicate may disclose nonpublic personal information of the Investor to other members of the Syndicate, the Portfolio Company (including before the Manager’s acceptance of this Agreement), as well as to the Syndicate’s accountants, attorneys and other service providers as necessary to effect, administer and enforce the Syndicate’s and the members’ rights, and obligations.

16. Governing Law. The laws of the State of Delaware, as applied to agreements among Delaware residents entered into and performed entirely within Delaware, govern this Agreement.

17. Consent to Electronic Delivery. The Syndicate may deliver all notices, financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents, information and communications concerning the affairs of the Syndicate and its investments, including, without limitation, information about the Portfolio Company, required or permitted to be provided to the Investor under this Agreement, the Operating Agreement, or applicable law by means of facsimile or e-mail (to the facsimile number or e-mail address set forth in the signature page below, or other number or address as provided in writing by the Investor to the Syndicate), or by posting on an electronic message board or by other means of electronic communication.

IRS Circular 230 Disclosure: To ensure compliance with the U.S. Internal Revenue Service Circular 230, you are hereby notified that: (a) any discussion of the U.S. federal tax issues in this Agreement is not intended, was not written to be, and may not be relied upon by the Investor for the purpose of avoiding penalties that could be imposed on the Investor under the U.S. Internal Revenue Code; (b) each such discussion is written in connection with the promotion or marketing of the transactions addressed in this Agreement, and (c) the Investor should seek advice based upon its particular circumstance from an independent tax advisor.

[The remainder of this page has been intentionally left blank.]

Investor Questionnaire

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1. Is the subscriber an individual or an entity (Note: Trusts, Foundations etc. are all entities)?

Individual

Entity

2. Name of Subscriber:

3. Subscription Amount:

4. U.S. Taxpayer Identification Number or Social Security

Number:

5. Jurisdiction of Organization (for

entities):

6. Subscriber’s Address of Residence or Principal Place of Business:

7. Address for Delivery and Notices (if different from above):

8. Phone Number:

9. Email Address:

Investor Questionnaire

18

10. For Non-Individuals (check one):

Manager

Limited Partnership

Limited Liability Company

Corporation

Individual Retirement Account (custodian or trustee must sign)

Trust (other than IRA) (trustee must sign)

Qualified Plan (other than IRA)

Other: ___________________________

11. For Individuals (check one)

Single Individual (one signatory required)

Joint Tenants with Right of Survivorship (each individual must sign)

Tenants-in-Common (each individual must sign)

Community Property (one signatory required)

Other: ___________________________

12. Is the Investor a U.S. Person (as defined in Section 2(s) above):

Yes

No (We will be in contact to get a copy of your passport and additional IRS forms)

13. The following IRS form is filled out, signed, and attached (check one): W-9 (for Investors who are U.S. Persons)

[SIGNATURE PAGE FOLLOWS]

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The parties have executed this Participation Agreement and Investor Questionnaire as of the dates set forth below.

Investor (if an individual):

_____________________________

Date:

Investor (if an entity):

By:__________________________

Name:

Title:

Date: _________________________

Proposed Capital Commitment: $___________________________

Propel (Startup Company) LLC – Investor Signature Page

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Participation Agreement and Investor Questionnaire Manager Acceptance Page

(To Be Completed by the Manager)

By its execution and delivery of this Manager Acceptance Page, the Manager hereby accepts the foregoing participation on the terms set forth in the Participation Agreement and Investor Questionnaire on behalf of the Syndicate either for (a) the Capital Commitment set forth below or (b) if the Capital Commitment below is left blank, the Capital Commitment set forth on the Investor’s signature page to this Participation Agreement and Investor Questionnaire, and by such acceptance admits the Investor as a Member, and binds itself and the Investor to the terms of the Operating Agreement and the Participation Agreement and Investor Questionnaire.

Capital Commitment: $___________________

Accepted on:

PROPEL(X) ADVISORS LLC

By: Propel(x) Inc. Its: Manager

By: _______________________

Name:

Title:

Propel (Startup Company) LLC – Manager Acceptance Page

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EXHIBIT A

Definitions

“Close Associate of a Senior Foreign Political Figure” means a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.

“Foreign Shell Bank” means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate.

“Foreign Bank” means an organization that (i) is organized under the laws of a non-U.S. country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, except that a U.S. branch or agency of a “Foreign Bank” is not itself a “Foreign Bank”.

“Non-Cooperative Jurisdiction” means any non-U.S. country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the U.S. representative to the group or organization continues to concur.

“Physical Presence” means a place of business that is maintained by a Foreign Bank and that is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, and at which the organization (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

“Person” means an individual or any type of entity, broadly construed.

“Prohibited Investor” means a Person whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Syndicate in connection therewith.

“Regulated Affiliate” means a Foreign Shell Bank that is an affiliate of a depository institution, credit union or Foreign Bank that maintains a Physical Presence in the United States or a non-U.S. country regulating that affiliated depository institution, credit union, or Foreign Bank.

“Related Person” means, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of that entity, except that in the case of an entity that is a publicly traded company or a tax-qualified pension or retirement plan in which at least 100 employees participate and that is maintained by an employer that is organized in the United States or is a U.S. government entity, the term “Related Person” excludes each interest holder that holds less than 5% of any class of securities of the publicly traded company and excludes the beneficiaries of the plan.

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“Senior Foreign Political Figure” means a senior official in the executive, legislative, administrative, military, or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned entity. In addition, a Senior Foreign Political Figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

“United States person” means an individual who is a citizen of the United States or a resident alien for U.S. federal income tax purposes; a corporation, an entity taxable as a corporation, or a partnership created or organized in or under the laws of the United States or any state or political subdivision thereof or therein (including the District of Columbia); an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if (y) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (z) it was in existence on August 20, 1996 and was treated as a domestic trust on August 19, 1996 and the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

Section 3(c)(1)(A) of the Companies Act:

“[N]one of the following persons is an investment company …

(1) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities … For purposes of this paragraph:

(A) Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company’s outstanding securities (other than short-term paper).”

Section 3(C)(7) of the Companies Act:

“[N]one of the following persons is an investment company …

(7) (A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at the time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such roles, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.”

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EXHIBIT B

Privacy Policy for Individual Investors

Under the U.S. Gramm-Leach-Bliley Act, Public Law No. 106-102, and the rule issued by the U.S. Federal Trade Commission regarding the Privacy of Consumer Financial Information, 16 C.F.R. Part 313 (the “FTC Privacy Rule”), institutions that provide certain financial products or services to individuals to be used for personal, family, or household purposes are required to provide written notices to their customers regarding disclosure of nonpublic personal information. We have been advised that we may be subject to such requirement. This notice is being provided to you to comply with the FTC Privacy Rule.

We understand that it is our obligation to maintain the confidentiality of information with regard to our investors generally. As a consequence, we do not disclose any nonpublic personal information about our investors or former investors to anyone other than our affiliates and service providers, except as permitted by law and as described in the following sentences. Consistent with industry practice (and the provisions of our syndicate agreements), we may distribute certain personally-identifiable financial information such as the names of investors, the amount of their capital commitments and capital account information, to all investors or prospective investors in each specific syndicate and in future syndicates. In addition, in order to accurately and efficiently conduct the syndicate’s investment program, we must collect, maintain, use and disclose certain non-public information about you and the Syndicate’s other investors. Finally, we may disclose certain personally-identifiable financial information such as the names of investors and the amount of their capital commitments to the Portfolio Company (including before the Manager’s acceptance of an investor’s Participation Agreement).

Affiliates and Service Providers

We collect, and may disclose to our affiliates and service providers (e.g., our attorneys, accountants, auditors, administrators, entities that assist us with the distribution of stock to our investors and placement agents for future fundraising activities) on a “need-to-know” basis, certain nonpublic personal information about you from the following sources:

• Information we receive from you as set forth in your Participation Agreement, investor questionnaire or similar forms, such as your name, address, and social security or tax identification number; and

• Information about your transactions with us, our affiliates and service providers, or others, such as your participation in each of our syndicates, such as your capital account balance, contributions and distributions and, in the case of an investor that is an individual retirement account, information with regard to such account.

We restrict access to nonpublic personal information about you to those employees who need to know that information to provide services to the syndicate and its investors. We maintain physical, electronic, and procedural safeguards to guard your nonpublic personal information. In addition, we will continue to assess new technology for protecting information with regard to our investors.

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In connection with fundraising efforts for future syndicates, we may disclose information about existing investors to one or more placement agents for use in marketing efforts, including communication with prospective future investors.

We will provide notice of our policy annually, as long as you maintain an investment with us. The policy may change on one or more occasions, but you can always review our current policy by asking us for a copy.

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EXHIBIT C

Certain Risk Factors

Prospective investors should be aware that an investment in the Syndicate involves a high degree of risk. There can be no assurance that an investor will receive any return of its capital. In addition, there will be occasions when the Manager and its affiliates may encounter potential conflicts of interest in connection with the Syndicate. The following considerations, among others, should be carefully evaluated before making an investment in the Syndicate.

Risks Inherent in Emerging Growth Company Investments. The investment intended to be made by the Syndicate involves a high degree of risk. In general, financial and operating risks confronting both early- and developmental-stage companies, as well as more mature expansion-stage companies are significant. Many emerging growth companies go out of businesses every year. It is difficult to know how companies will grow, if at all, or what changes may occur in the market. While potential returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Syndicate will be adequately compensated for risks taken. A loss of an Investor’s entire investment is possible and no profit may be realized.

Early-stage and development-stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing which may not be available through institutional private placements or the public markets. In addition, the markets that such companies target are highly competitive and in many cases the competition consists of larger companies with access to greater resources. The percentage of companies that survive and prosper is small.

Investments in more mature companies in the expansion or profitable stage involve substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets. These activities by definition involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing, and general management of these activities.

Lack of Portfolio Company Information. The information made available to the Syndicate and/or the Investor regarding the Portfolio Company the Syndicate will invest in is very limited. As the Portfolio Company is privately held, they are not subject to the same disclosure and reporting obligations of publicly traded companies. In making a decision to invest in the Syndicate, an investor might not be provided with financial, operational, or other information that might be important in making an investment decision. In most cases, neither the Portfolio Company’s valuation at the time of the investment nor the Syndicate’s ownership percentage in the Portfolio Company will be known to the Investor. The Syndicate’s ownership percentage in the Portfolio Company can be reduced significantly for a number of reasons. The Manager does not assume any responsibility for the accuracy of completeness of such information.

Lack of Information for Monitoring and Valuing the Syndicate’s Assets. The Manager may only be able to obtain limited information about the Portfolio Company and, in some cases, may not be able to obtain information beyond the information that is publicly available. The Portfolio Company will determine the best way to keep the investment community updated on the progress of the business so the Manager may not be aware of material adverse changes that have occurred with respect to certain

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of its investments. The value of the Syndicate’s investment in the Portfolio Company could be significantly negatively affected by any such event. Further, the Manager may have to make valuation determinations without the benefit of an adequate amount of relevant information. Prospective Investors should be aware that as a result of these difficulties, as well as other uncertainties, any valuation made by the Manager may not represent the fair market value of the securities acquired by the Syndicate.

Investing in a Portfolio Company that Depends Upon New Technological Developments Is More Risky than Investing in One that Does Not. The value of the Syndicate’s interests may be susceptible to greater risk than an investment in fund that invests in a broader range of securities. The specific risks faced by such companies include, but is certainly not limited to:

• rapidly changing science, business models and technologies;

• new competing products or services and improvements in existing products or services which may quickly render existing products or technologies obsolete;

• exposure, in certain circumstances, to a high degree of government regulation, making these companies susceptible to changes in government policy and failures to secure, or unanticipated delays in securing, regulatory approvals;

• scarcity of management, technical, scientific, research and marketing personnel with appropriate training;

• the possibility of lawsuits related to patents and intellectual property; and

• rapidly changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky).

There is No Assurance of Returns. The Syndicate will typically be an equity investor in the Portfolio Company. A Member will not receive a return on its investment unless and until the Portfolio Company distributes money or the Syndicate sells its interest in the Portfolio Company. A private company typically distributes money when it gets sold to another company or a new set of investors, when it pays a dividend, or when it is listed on a stock exchange or other public trading platform. The Portfolio Company may take a long time to, or might never, achieve any of these events. As such, there is no assurance that the Members will receive any returns from the Syndicate. The timing of profit realization, if any, is highly uncertain.

Changing Economics Could Decrease the Value of the Syndicate. The success of any investment activity is determined to some degree by general economic conditions. Economic markets today are in a period of unprecedented stress. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which the Syndicate may depend upon to achieve its objectives may have a significant negative impact on the Syndicate’s operations and profitability. The stability and sustainability of growth in global economies may be impacted by terrorism or acts of war. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for the Syndicate to operate successfully. Changing economic conditions could potentially adversely impact the valuation of portfolio holdings.

A Minority Position in a Company Lacks Protection that a Majority Owner Would Have. The Syndicate’s investment will represent a minority stake in a privately held company. As is the case with

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minority holdings in general, such minority stakes that the Syndicate may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. The Syndicate may also invest in companies for which the Syndicate has no right to appoint a director or otherwise exert significant influence. In such cases, the Syndicate will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Syndicate is not affiliated and whose interests may conflict with the interests of the Syndicate.

The Syndicate’s Performance Will Rely Upon the Manager. Investors will be relying on the Manager to conduct the business of the Syndicate as contemplated by the Operating Agreement. Any prior experience that the Manager may have was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that the Manager will successfully manage the Syndicate.

There is No Assurance of Additional Capital for Follow-On Investments. After the Syndicate has invested in the Portfolio Company, continued development and marketing of products may require that additional financing be provided. The Portfolio Company may have substantial capital needs that are typically funded over several stages of investment. No assurance can be made that such additional financing will be available and no assurance can be made as to the terms upon which such financing may be obtained. Alternatively, the Syndicate, either directly or through one of its portfolio companies, may elect to sell developed or undeveloped technologies to existing companies. No assurance can be made that buyers for such technologies can be located or that the terms of any such sales will be advantageous.

Members May Be Required to Repay Distributions. If the Syndicate is unable otherwise to meet its obligations, the Members may be required to repay to the Syndicate or to pay to creditors of the Syndicate distributions previously received by them.

Performance of Other Syndicates Does Not Indicate Performance of the Syndicate. The performance of other syndicates sponsored by the Manager is not necessarily indicative of the Syndicate’s results. There can be no assurance that positive returns will be achieved. Loss of principal is possible on any given investment.

Making Bridge Loans Could Expose the Syndicate to Uncompensated Risk. The Syndicate may lend to the Portfolio Company on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt. Those bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Syndicate’s control, those long-term securities may not issue and such bridge loans may remain outstanding. If that occurs, the interest rate on those loans may not adequately reflect the risk associated with the unsecured position taken by the Syndicate.

The Syndicate Might Be Limited in its Ability to Exit its Investments. The Manager expects to exit from its investments in two principal ways: (i) private sales (including acquisitions of its portfolio companies) and (ii) initial and secondary public offerings. At any particular time, one or both of these avenues may not be open to the Syndicate, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from and liquidate portfolio holdings may be constrained at any particular time.

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Contingent Liabilities Could Lower Syndicate Returns. In connection with the disposition of an investment in the Portfolio Company or any other company, the Syndicate might be required to make representations about the business and financial affairs of the company that are typical of those made in connection with the sale of a business. The Syndicate might be required to indemnify the purchasers of the investment to the extent that any those representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the Manager may establish reserves and escrows. In that regard, distributions may be delayed or withheld until that reserve is no longer needed or the escrow period expires.

The Syndicate’s Investments Will Be Illiquid. The Syndicate’s investment will be private, illiquid holdings. As such, there will be no public markets for the securities held by the Syndicate and no readily available liquidity mechanism at any particular time for any of the investments held by the Syndicate. The Manager expects that most, if not all, of its investments in private companies will be subject to transfer restrictions that will prohibit or restrict their transferability to secondary buyers while such companies remain private. In addition, the realization of value from any investments will not be possible or known with any certainty until the Manager elects, in its sole discretion, to sell the Syndicate’s investments and subsequently distribute the proceeds to its investors or to distribute securities to investors in lieu of cash.

Syndicate Interests Are Illiquid. An investment in the Syndicate will be illiquid and involves a high degree of risk. There is no public market for membership interests in the Syndicate, and it is not expected that a public market will develop. Consequently, Members will bear the economic risks of their investment for the term of the Syndicate. Prospective investors will be required to represent and agree that they are purchasing the membership interests for their own account for investment only and not with a view to the resale or distribution of those interests.

Members Are Limited in Their Ability to Transfer Their Interests. The transferability of interests in the Syndicate will be restricted by the Operating Agreement and by U.S. federal and state securities laws. In general, Members will not be able to sell or transfer their Syndicate interests to third parties without the consent of the Manager.

Legal and Regulatory Risks. The Syndicate is not and does not expect to be registered as an “investment company” under the U.S. Investment Company Act of 1940 (the “Companies Act”), under an exemption set forth in sections 3(c)(1) or section 3(c)(7) (or both) of the Companies Act. There is no assurance that these exemptions will continue to be available to the Syndicate. Due to the burdens of being a registered investment company under the Companies Act, the performance of the Syndicate’s investment portfolio could be materially adversely affected, and risks involved in financing portfolio companies could substantially increase, if the Syndicate becomes subject to registration under the Companies Act. Neither the Syndicate nor its counsel can assure investors that, under certain conditions, changed circumstances, or changes in the law, the Syndicate will not become required to register under the Companies Act or other burdensome regulation. In addition, neither the Manager nor its affiliates are registered as an “investment adviser” under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”). If the Manager (or an affiliate of the Manager) registers (or becomes required to register) as an investment adviser under the Advisers Act or state equivalent law, the Manager (or its affiliate) would become subject to additional regulatory and compliance requirements. These additional requirements may be costly and burdensome to the Manager and its affiliates and could result in the imposition of restrictions and limitations on the operations of the Syndicate and the disclosure of information to regulatory authorities regarding the operations of the Syndicate. In addition, the Syndicate does not

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plan to register the offering of the Interests to the Members under the U.S. Securities Act of 1933 (the “Securities Act”). As a result, Members will not be afforded the protections of these acts with respect to their investment in the Syndicate.

Conflicts of Interest. Instances might arise where the interest of the Manager (or its member) potentially or actually conflict with the interests of the Syndicate and the Members. For example, conflicts of interest may arise as a result if the Manager (or its shareholders, members, officers, directors, or employees) has investments in portfolio companies and the Syndicate as well as other investments both public and private. In addition, the Manager might form other investment syndicates to co-invest in some or all of the Syndicate opportunities, invest in opportunities the Syndicate has declined to participate in or otherwise make investments. In certain circumstances, the Manager is allowed to offer the follow-on participation rights of the Syndicate in the securities of the Portfolio Company (sometimes called “pro rata rights”) to other investors for consideration that will not be paid to the Members. An inherent conflict of interest exists as a result of the allocation of investment opportunities by the Manager to the Syndicate and those other persons. By subscribing for an Interest, each Member understands, consents, and agrees to these conflicts of interest.

Lack of Member Control. The Manager has complete discretion in managing the Syndicate’s investment. The Members will not make decisions with respect to the management, disposition, or other realization of any investment made by the Syndicate, or other decisions regarding the Syndicate’s business and affairs. The Manager might not exercise its authority in a manner that would be decided upon by the Members and the Manager’s decisions could result in lower returns than would have been obtained had the Syndicate been managed by the Members.

The foregoing risks are not a complete explanation of all the risks involved in acquiring an interest in the Syndicate. Potential investors are urged to read this entire Agreement and the Operating Agreement before making a determination whether to invest in the Syndicate.

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EXHIBIT D

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THIS OPERATING AGREEMENT (THIS “AGREEMENT”) OR THE LIMITED LIABILITY COMPANY INTERESTS PROVIDED FOR HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THIS AGREEMENT. PURCHASERS OF SECURITIES REPRESENTED BY THIS AGREEMENT SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES REPRESENTED BY THIS AGREEMENT INVOLVE A HIGH DEGREE OF RISK. FOR MORE INFORMATION, PLEASE SEE THE “RISK FACTORS” DESCRIBED IN SCHEDULE 1 ATTACHED TO THIS AGREEMENT.

PROPEL (STARTUP COMPANY), LLC SYNDICATE OPERATING AGREEMENT

This operating agreement (this “Agreement”) of Propel (Startup Company), LLC, a Delaware limited liability company (the “Company”), is made effective as of ___________ (the “Effective Date”) by and among Propel(x) Advisors LLC, a Delaware limited liability company (including any successor or additional or substituted manager admitted under this Agreement, each in its capacity as a manager of the Company, the “Manager”), Propel(x) Interest Holdings LLC, a Delaware limited liability company (the “Holdings Vehicle”), and each person in addition to the Holdings Vehicle admitted as a member of the Company (each, in its capacity as a member of the Company, a “Member” and collectively, the “Members”), in accordance with the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the “Act”), as follows. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Section 32 hereof.

1. Name. The name of the Company is Propel (Startup Company), LLC. The affairs of the Company shall be conducted under the Company name, or any other name that the Manager designates. The Manager shall notify the Members of any change in the name of the Company.

2. Purpose. The primary purpose of the Company is to provide the Members with the opportunity to realize long-term appreciation from investments in the securities of Portfolio Company (the “Portfolio Company”). The general purposes of the Company are: to buy, sell, hold, and otherwise invest in securities of the Portfolio Company of every kind and nature and rights and options with respect to those securities and received in exchange or with respect to those securities, including, without limitation, stock, notes, bonds, debentures, and evidence of indebtedness; to exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to securities held or owned by the Company; to enter into, make, and perform all contracts and other undertakings; and to engage in all activities and transactions that the Manager determines is necessary, advisable, or desirable to carry out any of the foregoing purposes. The Company intends to pursue a venture capital strategy.

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3. Principal Office; Registered Agent. The Manager shall designate the location of the principal office of the Company. The name of the registered agent for service of process of the Company is as set forth in the Certificate of Formation of the Company filed with the Office of the Secretary of State of the State of Delaware (the “Certificate”) and the address of the Company’s registered office in the State of Delaware is as set forth in the Certificate. The Manager may change the name and address of the registered agent and may change the registered office of the Company in the State of Delaware at any time by filing a certificate of amendment to the Certificate of Formation with the Delaware Secretary of State reflecting that change.

4. Authorized Person. The execution, delivery, and filing of the Certificate by the “authorized person” (within the meaning of the Act) identified in the Certificate, are hereby ratified and approved. With respect to the Company, the Manager is, with effect as of the formation of the Company, designated as an “authorized person” within the meaning of the Act. The Certificate was filed before the date of this Agreement, and the Company has not had an operating agreement or engaged in any business activities before the date of this Agreement other than obtaining a bank or custodial account.

5. Term. The term of the Company commenced upon the date of filing of the Certificate. The Company will dissolve upon the first to occur of the following:

(a) the termination of the legal existence of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member unless the Company is continued without dissolution in a manner permitted by the Act;

(b) the entry of a decree of judicial dissolution under section 18-802 of the Act; or

(c) the consent of the Manager.

6. Capital Contributions.

(a) Each Member shall promptly make a capital contribution to the Company, in the form of immediately available U.S. dollars, in an amount equal to such Member’s accepted Capital Commitment (as such term is defined in the Participation Agreement). Except as otherwise set forth in this Agreement or required by the Act, no Member shall be obligated to make subsequent capital contributions in an amount in excess of such Member’s Capital Commitment.

(b) The Manager may, in its sole discretion, return to the Members all or a portion of any capital contribution intended for a proposed investment that is not consummated as anticipated, or applied to the payment of expenses or any other purpose.

(c) No Member shall have any right to demand the return of its Capital Commitment.

(d) No member shall have any right to demand property other than securities of the Portfolio Company in return for its Capital Commitment, except upon dissolution of the Company.

7. Capital Accounts. A separate Capital Account shall be maintained on the Company’s books for each Member.

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8. Allocations.

(a) Profit for each Accounting Period is initially allocated among the Members in proportion to their aggregate capital contributions. The amount initially allocated to a Member is then allocated between that Member and the Holdings Vehicle as follows:

(i) First, Profit is allocated to that Member’s Capital Account until the cumulative amount of Profit allocated to that Member’s Capital Account under this Section 8(a)(i) for the current Accounting Period and all prior Accounting Periods equals the cumulative Loss allocated to that Member’s Capital Account under Section 8(b)(ii) for the current Accounting Period and all prior Accounting Periods; and

(ii) Thereafter, the Carried Interest Percentage of any remaining Profit for that Accounting Period is allocated to the Holdings Vehicle’s Capital Account, with the remainder allocated to that Member’s Capital Account.

(b) Loss for each Accounting Period is initially allocated among the Members in proportion to their aggregate capital contributions. The share of each Member in each such initial allocation is allocated between that Member on the one hand and the Holdings Vehicle on the other hand as follows:

(i) First, that Loss is allocated in a manner to reverse the Profit allocations made under Section 8(a)(ii) until the amounts allocated under this Section 8(b)(i) to the Member and the Holdings Vehicle with respect to that Member in the current Accounting Period and all prior Accounting Periods are equal to the Profits allocated under Section 8(a)(ii) to the Member and the Holdings Vehicle with respect to that Member in the current Accounting Period and all prior Accounting Periods; and

(ii) Thereafter, any remaining Loss is allocated to the Member.

(c) If one or more Members are admitted to the company after the date of this Agreement (or increase their respective Capital Commitments), then the Manager shall adjust allocations of Profit and Loss attributable to periods after the date of this Agreement as necessary to, as quickly as possible, cause the Capital Account balances of the Members to reflect the same amounts that they would have reflected if all Members had been admitted to the Company and made all of their Capital Commitments at the same time on the date of this Agreement and had received allocations of Profit and Loss in accordance with Section8, all as the Manager may in its discretion determine to be equitable.

(d) This Agreement is intended to comply with the safe harbor provisions set forth in Treasury Regulation 1.704-1(b) and the allocations set forth below (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Section 1.704-1(b). If the Regulatory Allocations result in allocations being made that are inconsistent with the manner in which the Members intend to divide Profit and Loss as reflected in Sections 8(a)-(c), the Manager shall use reasonable efforts to adjust subsequent allocations of any items of profit, gain, loss, income, or expense such that the net amount of the Regulatory Allocations and such subsequent special adjustments to each Member is zero. The allocations provided in this Section 8are subject to the following exceptions:

(i) Any loss or expense otherwise allocable to a Member which exceeds the positive balance in that Member’s Capital Account shall instead be allocated first to all Members who have positive balances in their Capital Accounts in proportion to their respective Company Percentages, and when all Members’ Capital Accounts have been reduced to zero, then to the Holdings Vehicle; income shall first be

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allocated to reverse any loss allocated under this clause (i), in reverse order of such loss allocations, until all such prior loss allocations have been reversed;

(ii) if any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation section 1.704-1(b)(2)(ii)(d)(4) through (d)(6) that causes or increases a deficit balance in that Member’s Capital Account, items of Company income and gain shall be specially allocated promptly to that Member in an amount and manner sufficient to eliminate the deficit balance in its Capital Account created by such adjustments, allocations, or distributions;

(iii) for purposes of this Section, the balance in a Member’s Capital Account shall take into account the adjustments provided in Treasury Regulation section 1.704-1(b)(2)(ii)(d)(4) through (d)(6).

(e) Except as otherwise provided in this Agreement or as otherwise required by the Code and the rules and Treasury Regulations promulgated thereunder, a Member’s distributive share of Company income, gain, loss, deduction, or credit for income tax purposes is the same as is entered in the Member’s Capital Account under this Agreement. In accordance with Code section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset 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 that property to the Company for U.S. federal income tax purposes and its initial Adjusted Asset Value and to comply with the special allocation requirements of Code section 704. If the Adjusted Asset Value of any Company asset is adjusted under the terms of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to that asset shall take account of any variation between the adjusted basis of that asset for U.S. federal income tax purposes and its Adjusted Asset Value in the same manner as under Code section 704(c) and the Treasury Regulations thereunder.

9. Discretionary Distributions.

(a) The Manager may distribute cash, securities or other Company assets to the Members from time to time in its sole discretion.

(b) Distributions under this Section are initially apportioned among the Members in proportion to their aggregate capital contributions. Amounts initially apportioned to a Member (other than the Holdings Vehicle) are made between that Member on the one hand and the Holdings Vehicle on the other hand as follows:

(i) First, to the Member until the Member has received aggregate distributions under this Section (with any in-kind distributions valued under Section 19) equal to its aggregate capital contributions as of that time; and

(ii) Thereafter, an amount equal to the remaining distributions multiplied by the Carried Interest Percentage to the Holdings Vehicle, with the remaining amount to the Member.

(c) Notwithstanding Section 9(b)(ii), the Holdings Vehicle may at any time waive a distribution of cash, securities or other Company assets that would otherwise be made to the Holdings Vehicle under Section 9(b)(ii) and instead make that distribution 100% to that Member. In each such case, the Company may, at times determined by the Manager, make subsequent distributions to the Holdings

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Vehicle in an aggregate amount equal to those waived distribution out of amounts otherwise distributable to that Member.

(d) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if that distribution would violate the Act or other applicable law.

(e) Notwithstanding anything to the contrary contained in this Agreement, to the extent an amount distributable to a Member would create or increase a deficit in the Member’s Capital Account, that amount shall instead be distributed to the Members in proportion to their respective positive Capital Account balances.

(f) Immediately before any distribution in kind, the Deemed Gain or Deemed Loss of any securities distributed is allocated to the Capital Accounts of all Members as Profit or Loss under Section 8.

(g) Securities distributed in kind are subject to the conditions and restrictions that the Manager determines are legally required or appropriate.

(h) Notwithstanding any other provision of this Agreement to the contrary, in the unlikely event the Company is obligated to return distributions to the Portfolio Company or any other investment counterparty, each Member shall return its pro rata share of that obligation (determined in accordance with relative distributions received from the Company by the Members) upon ten (10) business days’ notice from the Manager. The obligation set forth in the immediately preceding sentence shall survive the termination of the Company and shall terminate only upon termination of the Company’s obligations to the Portfolio Company or any other investment counterparty. If a Member fails to return distributions to the Company as required under this Agreement, the Manager may enforce that obligation, and the Company has all remedies available at law or in equity if any such contribution is not so made.

10. Withholding Obligations.

(a) If and to the extent the Company is required by law, including FATCA, (as determined in good faith by the Manager) to make payments (“Tax Payments”) with respect to any Member in amounts required to discharge any legal obligation of the Company or the Manager to make payments to any governmental authority with respect to any federal, state, local or foreign tax liability of that Member arising as a result of that Member’s interest in the Company, then the amount of any such Tax Payments is deemed to be a loan by the Company to that Member, which loan: (i) is secured by that Member’s interest in the Company, (ii) bears interest at the prime rate determined by the Company’s bank, and (iii) is payable upon demand. If any member shall fail to timely repay such loan upon demand from the Company, the Company may foreclose its lien upon such Member’s interest in any manner provided under the Act for the foreclosure of liens. Amounts paid in respect of interest on that loan are items of income to the Company (and are therefore items of Profit) and are not capital contributions by that Member.

(b) If the Company is required to make any Tax Payments with respect to any distribution to a Member, either (i) that Member’s proportionate share of that distribution shall be reduced by the amount of such Tax Payments (and that Member’s Capital Account shall be adjusted under the terms of this Agreement for that Member’s full proportionate share of the distribution), or (ii) that Member shall promptly pay to the Company before that distribution an amount of cash equal to such Tax Payments. If a portion of a distribution in kind is retained by the Company under clause (i), such retained securities may, in the sole discretion of the Manager, either (1) be distributed to the Members in accordance with

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the terms of this Agreement, or (2) be sold by the Company to generate the cash necessary to satisfy such Tax Payments. If the securities are sold, then for purposes of income tax allocations only under this Agreement, any gain or loss on that sale or exchange shall be allocated to the Member to whom the Tax Payments relate.

(c) Each Member will, as applicable, take such actions as are required to establish to the reasonable satisfaction of the Manager that the Member is (i) not subject to the withholding tax obligations imposed by Code section 1471 and (ii) not subject to withholding tax obligations imposed by Code section 1472. In addition, each Member will assist the Company and the Manager with any applicable information reporting or other obligation imposed on the Company, the Manager, or their respective affiliates, under FATCA.

11. Interest. No Member is entitled to any interest on account of its interest in the capital of, or on account of its investment in, the Company.

12. Expenses

(a) The Manager shall use commercially reasonable efforts to cause the Portfolio Company to reimburse the Company for the Company’s costs and expenses incurred and expected to be incurred in its organization, offering of Member interests, and the acquisition, administration, and disposition of its interest in the Portfolio Company (amounts so obtained from the Portfolio Company, “Portfolio Company Reimbursements”).

(b) The Company shall bear, first from the Portfolio Company reimbursements, and then from its assets generally, all expenses related to the formation of the Company and the acquisition of its interest in the Portfolio Company and all of the Company’s administration expenses, such as the Company’s annual tax accounting expenses, insurance expenses, attorneys’ fees, the cost of liability, and all fees, costs, and expenses relating to litigation and threatened litigation involving the Company, including the Company’s indemnification obligation under this Agreement.

(c) If the expenses of the Company (including, without limitation, any expenses related to indemnification obligations of the Company or litigation or threatened litigation) exceed its liquid assets, the Manager or Propel(x) Inc., may pay such expenses on behalf of the Company and seek reimbursement from the Company, and the Manager may (i) offset distributions (including in kind distributions) to be made to the Members and recover those unreimbursed expenses, (ii) sell securities held by the Company and apply the proceeds towards the payment of those unreimbursed expenses, (iii) recall prior distributions from the Company to the Members, in reverse order of those prior distributions, in an amount equal to the amount of the shortfall required to permit the Company to satisfy that obligation, or (iv) any combination of clauses (i)-(iii).

13. Management.

(a) The Manager has the sole and exclusive right to manage, control, and conduct the affairs of the Company and to do any and all acts on behalf of the Company permitted by applicable law. Except as otherwise determined by the Manager, the Company’s fiscal year is the calendar year. The Manager shall designate a Member (which may be itself if it is a Managing Member) to serve as the Company’s “tax matters partner” under the Code.

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(b) The management, operation, and policies of the Company are vested exclusively in the Manager. The Manager has the power on behalf of, and in the name of, the Company to carry out and implement any and all of the objects and purposes of the Company. The Manager shall determine, in good faith, all matters concerning allocations, distributions and tax elections (except as may otherwise be required by the income tax laws) and accounting procedures not expressly and specifically provided for by this Agreement and those determinations are final and conclusive.

(c) The Members hereby acknowledge that the Manager may be prohibited from taking action for the benefit of the Company: (i) due to confidential information acquired or obligations incurred in connection with an outside activity done by the Manager, Propel(x) Inc., or any of their respective shareholders, members, managers, directors, officers, employees, agents, affiliates, or their respective affiliates; (ii) in consequence of the Manager, Propel(x) Inc., or any of their respective shareholders, members, managers, directors, officers, employees, agents, affiliates or their respective affiliates serving as an officer, director, consultant, agent, advisor or employee of the Portfolio Company; or (iii) in connection with activities undertaken by the Manager, Propel(x) Inc., or any of their respective shareholders, members, managers, directors, officers, employees, agents, affiliates, or their respective affiliates before the formation of the Company. The Members covenant and agree that no person, including the Manager, is or shall be liable to the Company or any Member for any failure to act for the benefit of the Company in consequence of a prohibition described in the preceding sentence.

(d) The Members hereby acknowledge that Propel(x) Inc., the Manager and their respective shareholders, members, managers, directors, officers, employees, agents, affiliates and their respective affiliates are or may be involved in other financial, investment and professional activities, including but not limited to: management of or participation in other investment vehicles; venture capital, private equity, public equity and real estate investing; purchases and sales of securities; investment and management counseling; otherwise making investments or presenting investment opportunities to third parties; and serving as officers, directors, advisors, consultants, and agents of other entities. Propel(x) Inc., the Manager, and their respective shareholders, members, managers, directors, officers, employees, agents, affiliates, and their respective affiliates may engage for their own accounts and for the accounts of others in any such ventures and activities (without regard to whether the interests of those ventures and activities conflict with those of the Company). Each Member agrees that neither the Company nor any Member has any right by virtue of this Agreement or the existence of the Company in and to any of the foregoing ventures or activities or to the income or profits derived therefrom, and each Member further agrees that Propel(x) Inc., the Manager and their respective shareholders, members, managers, directors, officers, employees, agents, affiliates and their respective affiliates have no duty or obligation to make any reports to the Members or the Company with respect to those ventures or activities.

(e) The Manager shall initially allocate the Company’s opportunities to make follow-on investments in the Portfolio Company, if any, to the Members in proportion to respective Company Percentage. Subject to the previous sentence, notwithstanding any duty otherwise existing at law or in equity, the Manager may offer the right to participate in investment opportunities of the Company (in whole or in part) (including, without limitation, any contractual right of first refusal, co-sale right or other similar rights made available to the Company as a result of holding securities in the Portfolio Company and not offered to and accepted by a Member under the previous sentence) to other private investors, groups, partnerships, corporations, or other entities, including, without limitation, any Member and any investment vehicles managed by the Manager or its affiliates, whenever the Manager, in its sole discretion, so determines. The Manager or its affiliates may charge fees or carried interests with regard to the portion, if any, of each investment opportunity that the Manager allocates to persons other than

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the Company. Notwithstanding any duty otherwise existing at law or in equity, the Manager and its shareholders, members, managers, directors, officers, employees, agents, affiliates, and their respective affiliates may organize, manage, serve as a manager, general partner or in a similar capacity, or serve as the primary source of transactions for other investment syndicates or pursue other business activities. The Manager or its affiliates may form other investment vehicles to co-invest with the Company in some or all of the investments made by the Company and in proportions determined by the Manager in its sole discretion.

(f) The Manager may not be removed. The Manager may resign at any time upon five (5) days’ prior written notice to the Members. Subject to the following sentence, upon that resignation, the Manager may appoint a successor Manager. If the initial Manager ceases to function as the Manager and is not replaced by an affiliate of the initial Manager, then the Manager shall invite, in order of decreasing Capital Commitments, each Non-Managing Member to serve as the Company’s new Manager. If no Non-Managing Member accepts that role, then the Manager shall use its reasonable best efforts to find a third party to serve as the Manager.

(g) The bankruptcy, expulsion, resignation, removal or withdrawal, liquidation, dissolution, reorganization, merger, sale of all or substantially all the stock or assets of, or other change in the ownership or nature of the Manager does not dissolve the Company, and upon the happening of any such event, the Manager or any successor to the Manager shall continue the affairs of the Company.

14. No Control by the Members. Notwithstanding anything that may be contained in this Agreement, to the contrary, no Member shall take part in the control or management of the affairs of the Company nor shall any Member have any authority to act for or on behalf of the Company or to vote on any matter relative to the Company and its affairs (unless such Member is the Manager). No Member has the right or power to: (a) withdraw or reduce its contribution to the capital of the Company or reduce its Capital Commitment; (b) cause the dissolution and winding up of the Company (except as is required by law, if such a requirement exists); or (c) demand or receive property in return for its capital contributions.

15. No Indirect Information Rights in the Portfolio Company. Each Member hereby acknowledges that it does not obtain any access to or a right to request or receive information from the Portfolio Company as a result of its interest in the Company. The Manager has the sole and exclusive right to vote (or abstain from voting) the securities owned by the Company or to assign those voting rights to a third party, including, without limitation, any other owner of the Portfolio Company. The Members hereby acknowledge that the Company does not have access to or rights to receive information from the Portfolio Company other than rights or information incident to its ownership of securities. The Manager has no obligation to (and does not intend to) disclose non-public information or other confidential information to the Members regarding the Portfolio Company.

16. Reporting. The Manager shall cause each Member to receive an annual IRS Form 1065 Schedule K-1. Upon the written request of Members holding a majority of the Company Percentage, the Manager shall cause the annual financial statements to be audited at the Company’s expense by an independent accounting firm selected by the Manager.

17. Admission of a Member; Removal of a Member.

(a) Additional Members may be admitted to the Company only upon the consent of the Manager.

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(b) The Manager may remove a Member from the Company for cause. For purposes of this Agreement, cause for removal of a Member shall exist if (i) the Member’s investment in the Company renders the Company or the Manager incapable of compliance with applicable anti-money laundering rules and regulations or other comparable legislation (regardless of its applicability to the Company or any of its affiliates), (ii) the Manager determines in its reasonable discretion that continued undiminished membership of the Member in the Company would subject the Company, the Manager or their respective affiliates to material legal, tax or other regulatory requirements that cannot reasonably be avoided, (iii) such Member commits a material breach of its obligations hereunder or under its Participation Agreement, (iv) the Member, one or more of its affiliates or one or more of its directors, officers, partners or members, is charged with a felony or a crime or moral turpitude (but excluding any director, officer, partner or member who ceases to be such immediately following that conviction), or (v) such Member conducts direct or indirect marketing or solicitation of a Transfer by such Member, without the consent of the Manager, of all or any portion of that Member’s interest in the Company. In connection with the Manager’s removal of any Member for cause, the Manager may (A) cause the Company to distribute in exchange for that Member’s interests a promissory note of the Company in an amount equal to the balance of that Member’s Capital Account as of the effective date of removal and having a term equal to the remaining term of the Company, or (B) require that Member to sell its interest in the Company as soon as is reasonably practicable to a transferee that is acceptable to the Manager, in its sole discretion, at a price equal to the balance of the Capital Account of the Member as of the most recent quarter end; provided, however, that if the Member fails to complete that sale within thirty (30) days of demand, then the Manager may cause the Company to redeem that Member’s interest for an amount equal to the balance of the Capital Account of that Member or sell that Member’s interests to a third party for that amount, or a combination of the foregoing options (A) and (B), in any case occurring within ten (10) days after the date the Manager provides notice thereof. The Manager may also remove a Member from the Company upon written notice to that Member if that Member does not contribute all of its Capital Commitment.

18. Transfer. No Member shall sell, assign, pledge, encumber, mortgage, hypothecate, gift, grant a participation interest in, or otherwise dispose of or transfer all or a portion of its interest in the Company (directly or indirectly) (a “Transfer”) without the written consent of the Manager, which consent may be given or withheld in its sole and absolute discretion. Any Transfer by a Member in contravention of any of the provisions of this Agreement is void and ineffective, and does not bind the Company. Notwithstanding the foregoing, if the Transfer of a Member’s interest in the Company is required by the operation of law, the transferee shall receive only the economic rights associated with that interest and is not admitted to the Company as a Member and does not have any rights to participate in the affairs of the Company as a Member without the written consent of the Manager. Each Member that requests or otherwise seeks to effect a Transfer shall reimburse the Company for any expenses reasonably incurred by the Company in connection with that transaction, including the costs of seeking and obtaining any legal opinion requested by the Manager and any other legal, tax, accounting and miscellaneous expenses, whether or not that transfer is consummated.

19. Valuation. Subject to the specific standards set forth below, securities and other assets and liabilities under this Agreement are valued at fair market value. Except as is required under the Treasury Regulations, no value is placed on the goodwill or the name of the Company, the Company’s office, records, files and statistical data or any intangible assets of the Company in the nature of or similar to goodwill in determining the value of the interest of any Member in the Company or in any accounting among the Members.

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(a) The fair market value of a security is determined as follows:

(i) If a security is traded on one or more securities exchanges (including NASDAQ), then that security’s fair market value is deemed to be its closing price on the valuation date on the exchange on which it is principally traded;

(ii) If a security is actively traded over the counter, then that security’s fair market value is deemed to be the average of its closing bid and ask prices on the valuation date; or

(iii) If there is no active public market for the security, then that security’s fair market value is deemed to be the value determined by the Manager, taking into consideration the purchase price of the securities, developments concerning the issuer subsequent to the acquisition of the securities, any financial data and projections of the investee company provided to the Manager, any contractual restrictions on sale of the securities, indications of public float and liquidity of securities, and each other factor that the Manager deems to be relevant (including minority discounts).

(b) If the Manager in good faith determines that, because of special circumstances, the valuation methods set forth in this Section do not fairly determine the value of a security, the Manager shall make the adjustments or use the alternative valuation method that it reasonably deems to be appropriate.

(c) The Manager may at any time determine, for all purposes of this Agreement, the fair market value of each other asset and liability of the Company.

20. Payments in Liquidation. Following a liquidation of the Company, the assets of the Company shall be distributed in the following order:

(a) First, to the creditors of the Company (other than the Members) in satisfaction of the liabilities of the Company, in the order of priority established by law, either by payment or the reasonable provision for payment thereof;

(b) Next, to the Members, in repayment of any loans made to, or other debts owed by, the Company to such Members; and

(c) Last, to the Members in respect of the positive balances in their applicable Capital Accounts in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2); and if any Member’s Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year in which that liquidation occurs), that Member is not required to contribute capital to the Company with respect to that deficit balance.

21. Governing Law. The Members acknowledge and agree that the laws of the State of Delaware, as applied to agreements between residents of that state made and to be performed entirely within that state, shall govern this Agreement.

22. Limitation of Liability. Except as required by law, no Member is bound by, nor is personally liable for, the expenses, liabilities, or obligations of the Company in excess of its Capital Commitment to the Company. Notwithstanding the foregoing, each Member shall pay to the Company, at the times and subject to the conditions set forth in this Agreement, all amounts that that Member has agreed to pay in

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respect of its Capital Commitment and to deliver such other amounts it is obligated to pay over to the Company under this Agreement.

23. Exculpation. None of Propel(x) Inc., the Manager (including without limitation the Manager acting as tax matters partner or as liquidator), the tax matters partner, each liquidator, each stockholder, director, officer, member, manager, employee, consultant, agent or affiliate of any of the foregoing (collectively, the “Covered Persons”) is liable, responsible or accountable in damages or otherwise to any Member or the Company for any actions or inactions unless the action or inaction constitutes gross negligence or willful misconduct, or for any losses due to mistakes, action, or inaction, of any employee, broker, or other agent of the Company. To the fullest extent permitted by law, no Covered Person is liable to the Company or to any Member with respect to any action or omission if that action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, appraisers (as to matters of valuation) or other industry professionals/specialists (as the circumstances so dictate). Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Member or any other person bound by this Agreement, the Manager acting under this Agreement is not liable to the Company, any Member or any other person bound by this Agreement for breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities (by specifying a duty of care or otherwise) of any Covered Person to the Company or any Member otherwise existing at law or in equity or otherwise, replace those default duties and liabilities of that Covered Person.

24. Indemnification.

(a) The Company shall indemnify, first from the Portfolio Company reimbursements, and then from its assets generally (including the proceeds of liability insurance), the Covered Persons to the fullest extent permitted by law and to save and hold them harmless from and in respect of all: (i) fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, controversy, dispute, judgment or demand against the Covered Persons that arise out of or in any way relate to the Company, its properties, business, or affairs; and (ii) claims, actions, controversies, disputes, judgments, suits, proceedings and demands and any losses, damages or liabilities resulting from such claims, actions, controversies, disputes, judgments, suits, proceedings and demands, including amounts paid in settlement or compromise of any such claim, action or demand, on the condition that the Covered Person acted in good faith and in the reasonable belief that the Covered Person’s action or inaction was in, or not opposed to, the best interest of the Company (as such best interests may, from time to time, be limited by the terms of Section 13(c) hereof).

(b) At the election of the Manager, expenses incurred by any Covered Person in defending a claim or proceeding covered by this Section may, to the fullest extent permitted by law, be paid by the Company in advance of the final disposition of that claim or proceeding, on the condition that the Covered Person undertakes to repay that amount if it is ultimately determined that that Covered Person was not entitled to be indemnified.

(c) At its election, the Manager may cause the Company to purchase and maintain insurance, at the expense of the Company and to the extent available, for the protection of any Covered Person or potential Covered Person against any liability incurred in any capacity which results in that Person being

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a Covered Person (on the condition that the person is serving in that capacity at the request of the Company or the Manager), whether or not the Company has the power to indemnify that person against that liability. The Manager may purchase and maintain insurance on behalf of and at the expense of the Company for the protection of any officer, director, manager, employee or other agent of any other organization in which the Company directly or indirectly owns an interest or of which the Company is a creditor against similar liabilities, whether or not the Company has the power to indemnify any person against such liabilities.

(d) The provisions of this Section shall remain in effect as to each Covered Person whether or not that Covered Person continues to serve in the capacity that entitled that person to be indemnified. The foregoing right of indemnification shall inure to the benefit of the executors, administrators, personal representatives, successors or assigns of each such Covered Person.

(e) The rights to indemnification and advancement of expenses conferred in this Section are not exclusive and are in addition to any rights to which any Covered Person may otherwise be entitled or hereafter acquire under the Act, any law, statute, rule, regulation, charter document, by-law, contract or agreement.

(f) The Manager may make, execute, record, and file on its own behalf and on behalf of the Company all instruments and other documents (including one or more separate indemnification agreements between the Company and individual Covered Persons or Covered Persons) that the Manager deems necessary or appropriate in order to extend the benefit of the provisions of this Section to the Covered Persons, on the condition that those other instruments and documents authorized under this Sectionare on the same terms as provided for in this Section except as otherwise may be required by applicable law.

(g) To the maximum extent provided by law, as between (1) the Portfolio Company, (2) the Company, and (3) the Manager (or an Affiliate thereof), this Section reflects an ordering of liability for potentially overlapping or duplicative indemnification payments as follows: first, the Portfolio Company has primary liability; second, the Company has secondary liability; and third, the Manager and its affiliates are liable only after exhausting all available indemnification and insurance resources of the Portfolio Company and the Company. The possibility that a Covered Person may receive indemnification payments from the Portfolio Company does not restrict the Company from making payments under this Section to a Covered Person that is otherwise eligible for such payments and any such payments by the Company do not relieve the Portfolio Company from liability that it would otherwise have to make indemnification payments to that Covered Person. If a Covered Person that has received indemnification payments from the Company actually receives indemnification payments from the Portfolio Company or under any insurance policy for the same damages, that Covered Person shall repay the Company as soon as practicable to the extent of such duplicative payments. Indemnification payments (if any) made to a Covered Person by the Manager or an affiliate thereof in respect of damages for which (and to the extent) that Covered Person is otherwise eligible for payments from the Company under this Section does not relieve the Company from its obligation to that Covered Person or the Manager (or any affiliate thereof), as applicable, for such payments (and the Manager is not required to provide any indemnification payments until the Company’s obligation to provide such benefits has been exhausted). To the extent that the Company is required to provide such indemnification payments under the terms of this Agreement, it hereby waives and releases the Manager and its affiliates (other than the Company), from any claims for contribution, subrogation or any other recovery of any kind in respect of indemnification payments paid by the Company. As used in this Section, “indemnification payments” made or to be made by the Portfolio

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Company include (i) advancement of expenses with regard to indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of the Portfolio Company and (iii) payments made or to be made by or on behalf of the Portfolio Company (or such successor) under an insurance policy or similar arrangement.

25. Other Instruments and Acts. Each Member covenants and agrees to execute, from time to time, any other instruments and to perform any other act that is or may be necessary or appropriate to further the intent of this Agreement or to otherwise effectuate and carry on the Company, all as may be determined by the Manager in its discretion.

26. Confidentiality. The Members agree that this Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Company (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager and its affiliates and the Company’s portfolio companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. Each Member acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member shall hold all Confidential Information in confidence, and shall not disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member shall promptly return each document constituting or containing, or any other embodiment of, any Confidential Information to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of that Confidential Information to that Member may result in the general public gaining access to that Confidential Information or that the disclosure is not in the best interests of the Company or the Portfolio Company.

27. Liability for Third Party Reports. The Members acknowledge and agree that none of the Company, the Manager, or any of their respective affiliates, shall have any liability to any Member for or resulting from any information disseminated to any Member, where that information originated from any third party, including without limitation, any entity in which the Company has made an investment, including the Portfolio Company.

28. Portfolio Company Acknowledgements. Each Member (a) hereby represents that it is aware of the investment risks associated with an investment in the Company, (b) shall, to the fullest extent permitted by law, hold all of the current and future shareholders, officers, and directors of the Portfolio Company harmless and not responsible for any loss, damage, or legal liability as a result of that Member’s indirect interest in the Portfolio Company through the Company, (c) hereby acknowledges that it does not become a shareholder of the Portfolio Company as a result of its ownership of an interest in the Company, and (d) hereby represents that it understands that the officers and directors of the Portfolio Company will use the capital invested by the Company in the Portfolio Company as they determine in their sole and absolute discretion.

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29. Anti-Money Laundering. Notwithstanding any other provision of this Agreement, the Manager, in its own name and on behalf of the Company, may, without the consent of any person, including any other Member, take each action that it determines in its sole discretion to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, including the actions contemplated in any Participation Agreement related to the Company.

30. Discretion. Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement, the Manager is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Manager may consider only such interests and factors as it desires, including its own interests and those of the Company, and shall, to the fullest extent permitted by applicable law, have no duty (including any fiduciary duty) or obligation to give any consideration to any other interest of or factors affecting the Members or any other person, or (b) in its “good faith” or under another expressed standard, the Manager shall act under that express standard and is not subject to any other or different standards.

31. Classes and Series. The Manager may cause the Company to establish one or more classes or series of interests to reflect the Company’s acquisition and holding of interest in different financing rounds of the Portfolio Company. If the Manager causes the Company to establish different classes or series of Company interests, then the Manager may amend this Agreement, without the consent of any Member, as the Manager deems is necessary or appropriate to reflect the establishment of those classes or series.

32. Definitions. As used herein, the following terms shall be assigned their respective meanings:

(a) Accounting Period. Accounting Period means a period beginning on each January 1, except that the Manager may elect to commence a new Accounting Period on (i) the date of any change in the Members’ respective interests in the Profits or Losses during that calendar year except on the first day thereof, or (ii) any other date the Manager determines. Each Accounting Period terminates immediately before the commencement of a new Accounting Period, except that the final Accounting Period terminates on the date on which the Company terminates.

(b) Adjusted Asset Value. The Adjusted Asset Value of an asset is that asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

(i) The initial Adjusted Asset Value of any asset contributed by the Member to the Company is the gross fair market value of that asset at the time of contribution, as determined by the Manager.

(ii) In the discretion of the Manager, the Adjusted Asset Values of one or more Company assets may be adjusted to equal their respective gross fair market values, as determined by the Manager and the resulting unrecognized profit or loss allocated to the applicable Capital Accounts, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member; and (ii) the distribution by the Company to a party of Company assets, unless all parties receive simultaneous distributions of either undivided interests in the distributed property or identical Company assets in proportion to their interests in Company distributions.

(iii) The Adjusted Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, and the resulting unrecognized profit or loss allocated to the applicable Capital Accounts of the parties, as of the following times: (i) the

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termination of the Company for U.S. federal income tax purposes under Code section 708(b)(1)(B); and (ii) the termination of the Company by expiration of the Company’s term.

(c) Capital Account. The Capital Account of each party consists of its original capital contribution, if any, (a) increased by any additional capital contributions, its share of profit that is allocated to it under this Agreement, and the amount of any Company liabilities that are assumed by it or that are secured by any Company property distributed to it, and (b) decreased by the amount of any withdrawals by it, its share of loss that is allocated to it under this Agreement, and the amount of any of its liabilities that are assumed by the Company or that are secured by any property contributed by it to the Company. The foregoing provision and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation section 1.704-1(b)(2)(iv), and are to be interpreted and applied in a manner consistent with those Treasury Regulations.

(d) Capital Commitment. Capital Commitment means the amount designated as such in a Member’s Participation Agreement.

(e) Company Percentage. Company Percentage means, with respect to each Member, that Member’s Capital Commitment divided by the sum of the aggregate Capital Commitments of all Members.

(f) Carried Interest Percentage. Carried Interest Percentage means 15%.

(g) Code. Code means the U.S. Internal Revenue Code of 1986 as in effect at any given time (and any corresponding provisions of succeeding law).

(h) Deemed Gain or Deemed Loss. The Deemed Gain from any in kind distribution of securities means the excess, if any, of the fair market value of the securities distributed (valued as of the date of distribution in accordance with Section 18), over the aggregate Adjusted Asset Value of the securities distributed. The Deemed Loss from any in kind distribution of securities means the excess, if any, of the aggregate Adjusted Asset Value of the securities distributed over the fair market value of the securities distributed (valued as of the date of distribution in accordance with Section 18).

(i) FATCA. FATCA means the Foreign Account Tax Compliance Act provisions enacted as part of the U.S. Hiring Incentives to Restore Employment Act and codified in Code sections 1471 through 1474, all rules, regulations and other guidance issued thereunder, and all administrative and judicial interpretations thereof.

(j) Interests. Interests means, with respect to a Member, that Member’s ownership interest in the Company.

(k) Managing Member. Managing Member means a Member that is also a Manager.

(l) Non-Managing Member. Non-Managing Member means a Member that is not a Manager.

(m) Participation Agreement. Participation Agreement means, with respect to each Member, that Member’s “Participation Agreement and Investor Questionnaire” effecting the purchase and sale of that Member’s interest in the Company.

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(n) Profit or Loss. Profit or Loss means an amount computed for each Accounting Period as of the last day thereof that is equal to the Company’s taxable income or loss arising for that Accounting Period, determined under Code section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately under Code section 703(a)(1) are included in taxable income or loss), with the following adjustments:

(i) Income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profit or Loss is included in calculations of Profit or Loss;

(ii) Expenditures of the Company described in Code section 705(a)(2)(B) or treated as Code section 705(a)(2)(B) expenditures under Treasury Regulation section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss are included in calculations of Profit or Loss;

(iii) Gain or loss resulting from any disposition of an asset with respect to which gain or loss is recognized for U.S. federal income tax purposes is computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis;

(iv) The difference between the gross fair market value of all assets and their respective Adjusted Asset Values is included in calculations of Profit or Loss in the circumstances described in this Section; and

(v) The amount of any Deemed Gain or Deemed Loss on any securities distributed in kind is added to or subtracted from (as the case may be) calculations of Profit or Loss to the extent not taken into account under subparagraph (iv) above.

(o) Securities Act. Securities Act means the Securities Act of 1933.

(p) Treasury Regulations. Treasury Regulations means U.S. federal regulations promulgated under the Code.

33. Binding Agreement. This Agreement is binding upon the transferees, successors, assigns, and legal representatives of the Members.

34. Power of Attorney. By signing this Agreement, the Members designate and appoint the Manager as their true and lawful attorney, in their name, place, and stead to make, execute, sign, and file any amendment to the Certificate and such other instruments, documents, or certificates that may from time to time be required of the Company by the laws of the United States of America, the laws of the State of Delaware, or any other state or foreign jurisdiction in which the Company shall do business in order to qualify or otherwise enable the Company to do business in such jurisdictions. This power of attorney is coupled with an interest and shall survive and not be affected by the subsequent death, incapacity, disability, dissolution, termination or bankruptcy of the Member granting that power or attorney.

35. Entire Agreement. This Agreement constitutes the full, complete, and final agreement of the Members and supersedes all prior agreements between the Members with respect to the Company. Notwithstanding the provisions of this Agreement or of any Participation Agreement of a Member, the Manager on its own behalf or on behalf of the Company, without the approval of any Member or any other person, may enter into a side letter or similar agreement to or with a Member that has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of any Participation Agreement. The terms contained in each such side letter or similar agreement to or with a

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Member govern with respect to that Member notwithstanding the provisions of this Agreement or of any Participation Agreement.

36. Amendment. This Agreement may be amended or modified and any provision of this Agreement may be waived only with the consent of the Manager. The Manager, in its discretion, may make any ministerial or administrative amendments as may be necessary or appropriate or as may be required by law from time to time.

37. Severability. Each provision of this Agreement is severable. If for any reason any provision or provisions of this Agreement are determined to be invalid, unenforceable, or illegal under law, that invalidity, unenforceability, or illegality does not impair the operation of or affect those portions of this Agreement that are valid, enforceable, and legal.

38. Arbitration.

(a) Except as otherwise agreed to in writing by the Manager, each claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or statute (including any claims of breach), or concerning the interpretation, effect, termination, validity, performance, or breach of this Agreement (“Claim”), shall be resolved by final and binding arbitration (“Arbitration”) before a single arbitrator selected from and administered by JAMS Inc. (that arbitrator, the “Arbitrator”, and that administrator, the “Administrator”) in accordance with its then existing arbitration rules or procedures regarding commercial or business disputes. The parties shall hold the Arbitration in San Francisco, California.

(b) The parties may take depositions and obtain full discovery in connection with the Arbitration.

(c) The parties shall instruct the Arbitrator to issue, within fifteen (15) calendar days after the conclusion of the Arbitration hearing, a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator is authorized to award compensatory damages, but is not authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder, except that the damage limitations described in parts (i) and (ii) of this sentence do not apply if those damages are statutorily imposed. The Arbitrator may grant any temporary, preliminary, or permanent equitable remedy or relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance.

(d) Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the Arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator, except that the Arbitrator may determine whether a party is substantially the prevailing party, and if so, award to that substantially prevailing party reimbursement for its reasonable attorneys’ fees, costs, disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and the fees and costs of the Administrator and the Arbitrator. Absent the filing of an application to correct or vacate the Arbitration award under 6 Del. C. §§ 5713 - 5717, each party shall fully perform and satisfy the Arbitration award within fifteen (15) days of the service of the award.

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(e) BY AGREEING TO THIS BINDING ARBITRATION PROVISION, THE PARTIES UNDERSTAND THAT, EXCEPT AS OTHERWISE AGREED TO IN WRITING BY THE MANAGER, THEY ARE WAIVING CERTAIN RIGHTS AND PROTECTIONS WHICH MAY OTHERWISE BE AVAILABLE IF A CLAIM BETWEEN THE PARTIES WERE DETERMINED BY LITIGATION IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK OR OBTAIN CERTAIN TYPES OF DAMAGES PRECLUDED BY THIS SECTION, THE RIGHT TO A JURY TRIAL, CERTAIN RIGHTS OF APPEAL, AND A RIGHT TO INVOKE FORMAL RULES OF PROCEDURE AND EVIDENCE.

(f) This Section is to be construed to the maximum extent possible to comply with the laws of the State of Delaware, including, to the extent applicable, the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, a court of competent jurisdiction determines that any provision or wording of this Section is invalid or unenforceable under the Delaware Arbitration Act, to the extent applicable, or other applicable law, that invalidity does not invalidate all of this Section Error! Reference source not found.8. In that case, this Section is to be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, if that term or provision cannot be so limited, this Section is to be construed to omit that invalid or unenforceable provision.

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The parties are signing this Operating Agreement as of the date set forth in the introductory paragraph.

MANAGER: PROPEL(X) ADVISORS LLC By: Propel(x) Inc. Its: Managing Member By: ________________________________ Name: Swati Chaturvedi Title: CEO MEMBERS By: PROPEL(X) ADVISORS LLC, Power of Attorney for the Members set forth on the Schedule of Members immediately following this page pursuant to Section 8 of those certain Participation Agreements by and between Company and each such Member dated on or about the date hereof. By: Propel(X), Inc., it's Manager By: ________________________________ Name: Swati Chaturvedi Title: CEO

[Signature Page to the Propel (Startup Company), LLC Operating Agreement]

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SCHEDULE OF MEMBERS

As of __________________

MEMBER NAME AND ADDRESS CAPITAL CONTRIBUTION

PERCENTAGE CAPITAL CONTRIBUTION