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`EXHIBIT 11
`EXHIBIT 11
`
`

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`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 2 of 15
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`OPERATING AGREEMENT
`
`OF
`
`PERSONALWEB TECHNOLOGIES, LLC
`
`a Texaslimited liability company
`
`DATEDAS OF AUGUST5,2010
`
`PWEB-PJ- 000020
`PWEB-PJ- 000020
`
`

`

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`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 3 of 15
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`OPERATING AGREEMENT
`OF
`PERSONALWEB TECHNOLOGIES, LLC
`a Texas limited liability company
`
`THIS OPERATING AGREEMENT (the “Agreement”) is entered into as of the Sth day
`of August 2010 by Claria Innovations, LLC (“Claria”), the initial Member, and PersonalWeb
`Technologies, Inc. (“PWT”), for the purpose of establishing and governing the rights and
`obligations of the Member in connection with the formation, operation and ultimate dissolution
`ofPersonalWeb Technologies, LLC, a Texas limited liability company (the “Company’’).
`
`ARTICLE 1
`FORMATIONOF LIMITED LIABILITY COMPANY
`
`On August 5, 2010, the Company was formed by Claria as a limited liability
`1.1
`company under the provisions of the Texas Limited Liability Company Act (the “Act’) and the
`Company executed and filed Articles of Organization with the Texas Secretary of State in
`accordance with and pursuantto the Act.
`
`Effective August 5, 2010, PWI was admitted as a Memberofthe company and the
`12
`Company and PWI. Except as herein otherwise expressly provided, the rights and liabilities of
`the Membersshall be as provided in that Act, as amended from timeto time
`
`take such steps as are necessary to (a) maintain the
`The Members shall
`1.2
`Company’s status as a limited liability company formed under the lawsofthe State of Texas and
`its qualification to conduct business in any jurisdiction where the Company does business andis
`required to be qualified, and (b) ensure that the Company shall continue to be treated as a
`partnership for tax purposes.
`
`No Membershall, either directly or indirectly, take any action to require partition
`1.3
`of the Companyorof any ofits assets or properties or cause the sale of any Company property,
`and notwithstanding any provision of law to the contrary, each Member (and its legal
`representative, successor or assign) hereby irrevocably waives any andall right to maintain any
`action for partition or to compelany sale with respect to his Membership Units, or with respect
`to any assets or properties of the Company, except as expressly provided in this Agreement.
`
`ARTICLE2
`NAME
`
`The business of the Company shall be conducted under the name “PersonalWeb
`Technologies, LLC”or such other name as the Membersshall hereafter designate.
`
`PWEB-PJ- 000021
`PWEB-PJ- 000021
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`

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`ARTICLE3
`DEFINITIONS
`
`As usedin this Agreement, the following terms shall havethe following meanings:
`
`“Act” shall mean the Texas Limited Liability Company Act, as it may be
`3.1
`amended from timeto time.
`
`“Agreement” shall mean this Operating Agreement, as amended, modified or
`3.2
`supplemented from timeto time.
`
`“Company”shall mean the limited liability company formed as described in the
`3.3.
`preamble to this Agreement by the parties hereto, as said company may from time to time be
`constituted.
`
`“Majority-in-Interest” shall mean those Members owning, in the aggregate, more
`3.4
`than fifty percent (50%) of the Membership Units.
`
`3.5.
`
`“Manager”shall mean the personidentified in Article 12.
`
`“Member”shall mean, effective as of the date first above written, Claria and PWI,
`3.6
`and hereafter shall include the persons who have been admitted to the Company as membersin
`accordance with Article 15, and transferees of Membership Units who have become members
`pursuant to Article 13.
`
`“Membership Units” shall mean an ownership interest in the Company, which
`3.7
`includes a Member’s share of the profits and losses of the Company, a Member’s right to receive
`distributions ofthe Company’sassets, a Member’s right to vote or participate in the management
`of the Company as permitted in this Agreement, and a Member’sright to information concerning
`the business and affairs of the Company, as provided in this Agreement and underthe Act.
`
`“Percentage Interest’ shall mean, with respect to each Member, the percentage
`3.8
`by which the number of such Member’s Membership Units bears to the numberofall issued and
`outstanding Membership Units of all Members. The Member’s initial PercentageInterest shall
`be as set forth in Schedule A attached hereto and as amended from timeto time. 3.9
`
`“Super Majority-in-Interest” shall mean those Members owning,
`3.9
`aggregate, more than sixty-six percent (66%) of the Membership Units.
`
`in the
`
`31010 “Transfer” shall mean any transfer, sale, assignment, gift, pledge or other
`disposition or encumbrance.
`
`ARTICLE 4
`NATURE OF BUSINESS
`
`The business and purpose of the Company is to engage in any lawful act or
`4.1
`activity for which limited liability companies may be organized under the laws of the State of
`Texas.
`
`PWEB-PJ- 000022
`PWEB-PJ- 000022
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`Any Memberandits affiliates may conduct any business or activity whatsoever
`4.2
`without any accountability to the Company or to any other Member. Each Member understands
`that the other Membersandtheir affiliates may be interested, directly or indirectly, in various
`other such businesses and undertakings.
`
`Each Member understands and acknowledges that the conduct of the business of
`4.3
`the Company maydirectly or indirectly involve business dealings with such other businesses or
`undertakings of the other Members andtheiraffiliates. The creation of the Company and the
`assumption by each of the Members ofits duties hereunder shall be without prejudice to the
`respective rights of the other Members andtheir affiliates to maintain such other interests and
`activities and to receive and enjoy profits or compensation therefrom, and each Member waives
`any rights he might otherwise have to share or participate in such other interests or activities of
`the other Membersandtheiraffiliates.
`
`ARTICLE 5
`TERM
`
`The term of the Company shall be perpetual, unless sooner terminated as hereinafter
`provided.
`
`ARTICLE6
`PRINCIPAL PLACE OF BUSINESS
`
`Theprincipal business office of the Company shall be located at 4828 South Broadway, #318
`Tyler, Texas 75703, or at such other place as may be mutually designated by the Members from
`time to time.
`
`ARTICLE 7
`AGENT FOR SERVICE OF PROCESS
`
`The agent for service of process for the Company in Texas shall be Jason A Holt, Esq,
`Esq., 4828 South Broadway, #318 Tyler, Texas 75703, or such other person as the Manager shall
`from time to time determine.
`
`ARTICLE 8
`CAPITAL AND CONTRIBUTIONS
`
`The capital accounts of Claria and PWI as of August 5 1, 2010 were (a) in the
`8.1
`case of Claria, $9,900, and (b) in the case of PWI, $99 andall ofits intellectual property as the
`same existed as of 5 August 2010, which for purposes hereof, the Members agree has a value of
`$1.00. PWI hereby assigns in their entirety, and the Company hereby assumes andagrees to
`perform, all employment and consulting arrangements and engagements with all employees or
`consultants (including all rights of and benefits to PWI underall confidentiality, consulting and
`employment agreements) as existed on August 5, 2010.
`
`Except as required by law or as otherwise may be unanimously determined by the
`8.2.
`Members, Membersshall not be liable to creditors of the Company, and shall not be required to
`make additional capital contributions to the Companyorto restore all or any portion ofa deficit
`balance in such Member’s capital account with the Company.
`4
`
`PWEB-PJ- 000023
`PWEB-PJ- 000023
`
`

`

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`8.3.
`the Company.
`
`No Membershall have the right to receive interest on his capital contributions to
`
`Capital accounts shall be maintained for each Memberin accordance with Section
`8.4
`704(b) of the Internal Revenue Code and the Treasury Regulations promulgated thereunder.
`
`ARTICLE9
`DISTRIBUTIONS
`
`For any fiscal year of the Company,distributions in cash or in kind shall be made
`9.1
`
`at such times and in such amounts as determined by the Manager; provided, however, that such
`distributions to the Members shall be made in accordance with the Members’
`respective
`Percentage Interests. The Managershall have the absolute discretion to determine the amount of
`cash to be withheld from distribution as a reserve for contingencies and anticipated obligations of
`the Company.
`
`No Member shall be entitled to a return of his capital contribution except in
`9.2
`
`accordance with this Article 9 or Article 14.
`
`Any withholding tax required by law to be withheld by the Company with respect
`9.3.
`to a Membershall be treated as a distribution to such Member.
`
`ARTICLE 10
`ALLOCATIONS OF PROFITS AND LOSSES
`
`Each item of the Company’s income, gain, loss, deduction or credit shall be allocated to
`each of the Members in accordance with their respective Percentage Interests unless otherwise
`required by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code’), and
`applicable regulations thereunder. If there is a change in Membersorin the respective holdings
`of Membership Units or in the respective rights or duties appurtenant to Membership Units
`(caused, for example, by an admission of a new Member), allocations under this Article 10 for a
`taxable year among the persons or entities who are or were Members shall be made in the
`manner determined to be required under the Internal Revenue Code and, if more than one
`method is determined to be permitted, then by the method selected as appropriate by the
`Manager, taking into account both the principles of substantial fairness and convenience of
`administration.
`
`ARTICLE11
`BOOKS AND RECORDS; TAX MATTERS PARTNER
`
`There shall be maintained and kept at all times during the continuation of the
`11.1
`Company, proper and usual books of account in accordance with generally accepted principles of
`accounting consistently applied and which shall accurately reflect the condition of the Company
`and shall account for all matters concerning the management thereof; which books shall be
`maintained and kept at the principal office of the Company or at such other place or places as the
`Manager may from time to time determine.
`The Company’s books and records shall be
`maintained on the basis selected by the Manager.
`
`11.2
`
`The fiscal year of the Company shall end on December 31 of each year.
`5
`
`PWEB-PJ- 000024
`PWEB-PJ- 000024
`
`

`

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`The “tax matters partner” of the Company within the meaning of Internal
`11.3.
`Revenue Code section 623 1(a)(7) shall be Claria.
`
`ARTICLE 12
`MANAGEMENT
`
`The Company shall be managed by a manager (the “Manager”). The Manager
`12.1.
`shall be Michael Weiss. The Manager has general supervision, direction, and control of the
`business of the Company, andshall have the general powers and duties of managementtypically
`vested in the office of president of a corporation, including, but not limited to, the right to enter
`into and carry out contracts ofall kinds; to employ employees, agents, consultants and advisors
`on behalf of the Company; to lend or borrow moneyand to issue evidences of indebtedness; to
`bring and defend actions in law or at equity; to buy, own, manage, sell, lease, mortgage, pledge
`or otherwise acquire or dispose of the Company property. Withoutlimiting the generality ofthis
`
`Section 12.1, subject to the requirements of Section 12.2,
`the Manager shall have power and
`authority to act on behalf of the Company subject to the limitations of the Act and the limitations
`set forth hereinafter:
`
`To acquire, sell, transfer, exchange, lease or dispose of property, including
`(a)
`interests in other limited liability companies and partnerships, from or to any person or entity as
`the Manager may determine. The fact that a Member is directly or indirectly affiliated or
`connected with any such person or entity shall not prohibit a Manager from dealing with that
`personor entity;
`
`To borrow money for the Company from banks, other lending institutions,
`(b)
`the Members,or affiliates of the Members or a Manager on such terms as the Manager deems
`appropriate, and in connection therewith, to hypothecate, encumber and grant security interests
`in the assets of the Company to secure repayment of the borrowed sums. Except as otherwise
`provided in the Act, no debt shall be contracted or liability incurred by or on behalf of the
`Company, except by the Manager;
`
`To purchase liability and other insurance to protect the property and
`(c)
`business of the Company;
`
`(d)|To hold and own any Companyreal and personal properties in the name of
`the Company;
`
`To invest any funds of the Company temporarily (by way of example but
`(e)
`not limitation) in time deposits, short-term governmental obligations, commercial paper or other
`investments;
`
`To execute on behalf of the Company all instruments and documents,
`(f)
`including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages
`or deeds of trust; security agreements; financing statements; documents providing for the
`acquisition, mortgage or disposition of property of the Company; assignments; bills of sale;
`leases; partnership agreements; and any other
`instruments or documents necessary or
`appropriate, in the opinion of the Manager, to the business of the Company;
`
`PWEB-PJ- 000025
`PWEB-PJ- 000025
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`

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`(g)|To employ accountants, legal counsel, managing agents orother experts to
`perform services for the Company and to compensate them from Companyfunds;
`(h)
`Toretain and compensate employees and agents generally, and to define
`
`their duties;
`
`To merge the Company with any other limited liability company, a
`(i)
`corporation or a generalor limited partnership;
`
`To enterinto any and all other agreements on behalf of the Company, with
`(j)
`any other person or entity for any purpose necessary or appropriate to the conduct of the business
`of the Company;
`
`(k)|To pay reimbursement from the Companyofall expenses of the Company
`reasonably incurred and paid by the Manageron behalfofthe Company; and
`
`To do and perform all other acts as may be necessary or appropriate to the
`(1)
`conduct of the business of the Company.
`
`12.2 Notwithstanding Section 12.1, without the prior written consent of a Majority-in-
`Interest of the Operating Members, the Managershall not havethe right, power or authority to:
`
`Except to the extent that dissolution of the Company is permitted or
`(a)
`required pursuant to this Agreement or any applicable law not superseded by the provisions
`hereof, dissolve, liquidate or terminate the Company;
`
`Convert, merge, reorganize or consolidate the Company with or into
`(b)
`anotherlimited liability company, corporation, general or limited partnership or any other entity,
`regardless of whether the Companyis the surviving entity in any suchtransaction;
`
`(c)
`
`(d)
`
`subsidiary;
`
`Approve any terminating capital transaction;
`
`Take any action that would cause a bankruptcy of the Company or any
`
`Appoint or dismiss or enter into, amend, modify or terminate employment
`(e)
`agreements with the Chief Executive Officer, President, Chief Operating Officer, Chief Financial
`Officer and other key employees of the Company or any subsidiary with aggregate annual
`compensation in excess of Sixty Thousand Dollars ($60,000);
`
`Settle any litigation or arbitration by the Company or any subsidiary
`(f)
`where the matter in controversy exceeds Fifty Thousand Dollars ($50,000) or otherwise is
`material to the business of the Company or, because of the identity of the defendant or the
`subject matter of the claims, the settlement of the litigation would reasonably be expected to
`have a material adverse impact on the reputation, business relations or operations of any
`Member;
`
`(g)|Commenceanylitigation or arbitration by the Company or any Subsidiary
`where the matter in controversy exceeds Fifty Thousand Dollars ($50,000) or, because of the
`
`7
`
`PWEB-PJ- 000026
`PWEB-PJ- 000026
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`

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`identity of the defendant or the subject matter of the claims, the commencementof the litigation
`would reasonably be expected to have a material adverse impact on the reputation, business
`relations or operations of any Member;
`
`Cause the Company to acquire, other than as compensation for services
`(h)
`tendered by the Company, or make any investment
`in any other business, or permit any
`Subsidiary to do so;
`
`Cause the Company to make any loan in excess of Five Thousand Dollars
`(i)
`($5,000) to any person orbusiness, or permit any Subsidiary to do so;
`
`Cause the Company to engage in any business activity other than as set
`(j)
`forth in a business plan prepared by the Managerand approved in writing by the Members.
`
`(k)|Cause the Company or any Subsidiary to incur debt in excess of Twenty
`Thousand Dollars ($20,000), other than loans from the Membersoraffiliates of the Members and
`trade debt incurred in the ordinary course of business;
`
`Makeor grant any security interest, pledge, hypothecation, encumbrance
`(1)
`or lien on any assets of the Company or any subsidiary other than to secure loans from the
`Membersoraffiliates of the Members;
`
`into any contract or
`into or permit any subsidiary to enter
`Enter
`(m)
`transaction, or series of related contracts or transactions, that individually or in the aggregate
`involve aggregate annual expenditures or commitments by the Company or any Subsidiary of
`Ten Thousand Dollars ($10,000) or more:
`
`Transfer assets of the Company or any Subsidiary in a single transaction
`(n)
`or series of related transactions valued in excess of Five Thousand Dollars ($5,000) or permit a
`changein control of any subsidiary;
`
`(0)|Cause the Company orany Subsidiary to acquire any real property or enter
`into any lease involvingreal property;
`
`Select or modify the method, principles, practices, proceduresandpolicies
`(p)
`of accounting or tax, or the Fiscal Year of the Company orany Subsidiary;
`
`(q)
`
`Do anyact in contraventionof this Agreement; or
`
`Knowingly perform any act that would subject any Membertoliability for
`(r)
`the debts,liabilities or obligations of the Company.
`
`Every contract, deed, mortgage, lease and other instrument executed bya single
`12.3.
`Manager shall be conclusive evidence in favor of every person or entity relying thereon or
`claiming thereunder that, at the time of the delivery thereof, (i) the Company wasin existence,
`(i) neither this Agreement nor the Certificate of Formation had been amended in any manner so
`as to restrict the delegation of authority among the Members or the Manager, and (iii) the
`execution and delivery of such instrument was duly authorized by the Members and the
`Manager.
`
`PWEB-PJ- 000027
`PWEB-PJ- 000027
`
`

`

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`The Manager may be removed at any time, with or without notice and with or
`12.4
`without cause, by a Majority-in-Interest of the Members Upon the resignation or death, or
`removal, of any Manager, a successor Manager thereto shall be appointed by a Majority-in-
`Interest of the Members, to hold such office until he or she resigns, dies or is removed with or
`without cause.
`
`If at any time there is more than one Manager, the following provisions shall
`12.5
`govern the mannerin which the Managersshall managethe business of the Company:
`
`(a)|The Managersshall share in the duties describedin this Article 12.
`
`The consent of a majority of the Managers given at a meeting (in person or
`(b)
`by telephone) or by written action taken in lieu of a meeting shall be necessary for any decision
`of the Managersconcerningthe transaction and conduct ofbusiness on behalf of the Company.
`
`(c)|Any one Manager may execute an agreement or documenton behalf of the
`Company, if such action has been duly approved by the vote of the Managers.
`
`Subject to Section 12.2, the Manager may appoint a president, secretary, a chief
`12.6
`financial officer, and such other officers of the Company as appropriate, each of whom shall hold
`office for such period, have such authority and perform suchduties as the Managerdetermines.
`
`12.7 Any Manager or other officer of the Company mayresign at any time without
`prejudice to any rights of the Company under any contract to which the Manageror otherofficer
`of the Company is a party, by giving written notice to the Members, or to the Manager, as
`applicable. Any such resignation shall take effect at the date of the receipt of such notice orat
`any later time specified therein; and unless otherwise specified therein, the acceptance of such
`resignation shall not be necessary to makeit effective.
`
`The funds of the Company shall be deposited in such bank account or accounts, or
`12.8
`invested in such interest-bearing or non-interest bearing investments, as shall be designated by
`the Manager. All withdrawals from any such bank accounts shall be made by a Manageror a
`designated officer of the Company. Company fundsshall be separately identifiable from and not
`commingled with those of any other personorentity.
`
`ARTICLE 13
`TRANSFER OF MEMBERSHIP UNITS
`
`No Member may Transfer his Membership Units or any portion thereof without (i) the
`consent of the Manager and a Majority-in-Interest of the Members,or (ii) the consent of a Super
`Majority-In-Interest of the Members, which consent may be given or withheld, conditioned or
`delayed (as allowed by the Agreement orthe Act), as the other Members may determinein their
`sole discretion. Notwithstanding the foregoing, a Member may Transfer his Membership Units
`or any portion thereof to another Member without the consent of the Manager or any other
`Member.
`In addition, and notwithstanding the foregoing, a Member may, by a valid will or
`revocable living trust, assign (but not otherwise Transfer) the right to receive distributions
`relating to his Membership Units to any person without the consent of the Manager or any other
`
`Member; provided, however, that in such case such assigneeshall have no rightto participate in
`the management ofthe business and affairs of the Company or to become a Memberwithout (i)
`9
`
`PWEB-PJ- 000028
`PWEB-PJ- 000028
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`

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`the consent of the Manager and a Majority-in-Interest of the Members, or (ii) the consent of a
`Super Majority-In-Interest of the Members, but such assigneeshall only beentitled to receive the
`share of profits or other distributions and the return of contributions to which the assignor-
`Member would otherwise be entitled. Any purported Transfer in violation of this Article 13 shall
`be null and void and of no force and effect.
`
`ARTICLE 14
`DISSOLUTION OF THE COMPANY
`
`14.1
`
`The Company shall be dissolved ontheearlier of the following events:
`
`(a)
`
`(b)
`
`(c)
`
`The unanimous agreementof the then-existing Membersto dissolve;
`
`Thesale or liquidation of substantially all the assets ofthe Company; or
`
`As otherwise provided by the Act.
`
`The assets of the Company on winding-upshall be appliedfirst to the expenses of
`14.2
`the winding-up, liquidation anddissolution, then to creditors, in order ofpriority as provided by
`law, and thereafter distributed to the Members pro rata in accordance with their Percentage
`Interests.
`
`14.3. No Membershall be personally liable for any debts, liabilities or obligations of
`the Company, whether to the Company, any Memberorto the creditors of the Company, beyond
`the amountcontributed by such Memberto the capital of the Company, such Member’s share of
`the accumulated but undistributed profits of the Company, if any, and the amount of any
`distribution (including the return of any capital contribution) made to such Memberrequired to
`be returned to the Company pursuant to the Act. Each Membershall look solely to the assets of
`the Companyforall distributions with respect to the Companyandfor the return ofits capital
`contribution and shall have no recourse therefore against any other Member. The Membersshall
`not have any right to demand or receive property other than cash upon dissolution and
`termination of the Company or to demand the return of their capital contributions to the
`Companyprior to dissolution and termination of the Company.
`
`10
`
`PWEB-PJ- 000029
`PWEB-PJ- 000029
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`ARTICLE15
`ADMISSION OF NEW MEMBERS; AMENDMENT
`OF OPERATING AGREEMENT AND
`CERTIFICATE OF FORMATION
`
`15.1 New members may be admitted to the Company only upon the (i) written consent
`of the Manager and a Majority-in-Interest of the Members, or (ii) the consent of a Super
`Majority-In-Interest of the Members, and shall be admitted upon such terms and conditions as
`the Manageror a Super Majority-In-Interest of the Members may determine, consistent with this
`Agreement, the Company’s Certificate of Formation and any applicable provision oflaw orrule
`of a governmental agencyor self-regulating organization whichhas jurisdiction over the business
`of the Company.
`
`This Agreement and the Certificate of Formation may not be amended except
`15.2
`with (i) the consent of the Manager and a Majority-in-Interest of the Members,or(ii) the consent
`of a Super Majority-In-Interest of the Members.
`
`ARTICLE 16
`LIABILITY AND INDEMNIFICATION
`
`16.1 No Member, Manager,officer, employee or agent of the Company, a Memberor
`a Manager,shall be liable to the Company or any other Member for any expenses, damagesor
`losses arising out of the performance ofhis, her or its duties for the Company other than those
`expenses, damagesorlosses directly attributable to such person orentity not acting in good faith
`and in a mannerthat he, she or it reasonably believedto be in or not opposedto the bestinterests
`of the Companyorattributable to such person’s breach ofhis duty of loyalty to the Company.
`
`The Company shall indemnify any person or entity who was oris a party or is
`16.2.
`threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
`whethercivil, criminal, administrative or investigative (including, without limitation, an action
`by orin the right of the Company or by any Member or Manager) by reason ofthe fact that he,
`she or it is or was a Member, Manager, employee or agent of the Company, a Member or a
`Manager, against expenses (including attorneys’ fees) judgments, fines and amounts paid in
`settlementactually and reasonably incurred by him,herorit in connection with such action, suit
`or proceedingto the fullest extent permitted under Texaslaw.
`
`ARTICLE 17
`MISCELLANEOUS
`
`this Agreement constitutes the entire agreement
`Except as herein provided,
`17.1
`between the parties relating to the subject matter hereof.
`It supersedes any prior agreement or
`understandings between them relating to the subject matter hereof, and it may not be modified or
`amended in any mannerotherthan asset forth herein.
`
`This Agreementand the rights of the parties hereunder shall be governed by and
`17.2
`interpreted in accordance with the laws of the State of Texas.
`
`11
`
`PWEB-PJ- 000030
`PWEB-PJ- 000030
`
`

`

`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 13 of 15
`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 13 of 15
`
`Except as herein otherwise specifically provided, this Agreementshall be binding
`17.3.
`upon and inure to the benefit of the parties and their legal representatives, heirs, administrators,
`executors, successors and assigns.
`
`Captions contained in this Agreementare inserted only as a matter of convenience
`17.4
`and in no way define, limit or extend the scope or intent ofthis Agreement or any provision
`thereof. All pronouns shall be deemedto refer to the masculine, feminine, neuter, singular or
`plural, as the identity of the person, firm or corporation may require in the contextthereof.
`
`17.5|Wheneverpossible, each provision of this Agreement shall be interpreted in such
`manneras to be effective and valid under applicable law, but if any provision ofthis Agreement,
`or the application of such provision to any person or circumstances shall be held invalid, the
`remainder of this Agreement, or the application of such provision to persons or circumstances
`other than those to whichit is held invalid, shall not be affected hereby.
`
`This Agreement may be executed in multiple counterparts, each of which shall be
`17.6
`deemed an originalbutall of which shall constitute one and the same instrument.
`
`12
`
`PWEB-PJ- 000031
`PWEB-PJ- 000031
`
`

`

`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 14 of 15
`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 14 of 15
`
`IN WITNESS WHEREOF,the undersigned have executedthis Agreementas ofthe date
`first set forth above.
`
`CLARIA INNOVATIONS, LLC
`py.Aa
`Name: Murray Markiles
`Title: Managing Director
`
`PERSONALWEB TECHNOLOGIES, INC.
`By:
`CC
`Cou2
`Name: Michael Weiss
`
`Title: Chief Executive Officer
`
`13
`
`PWEB-PJ- 000032
`PWEB-PJ- 000032
`
`

`

`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 15 of 15
`Case 5:18-md-02834-BLF Document 717-12 Filed 01/07/22 Page 15 of 15
`
`SCHEDULE A
`TO
`OPERATING AGREEMENT
`OF
`PERSONALWEB TECHNOLOGIES, LLC
`
`Members with Company Units
`Asof August 5, 2010
`
`Name
`of Member
`
`Number
`
`of Units
`
`Percentage
`Interest
`
`Claria Innovations, LLC
`PersonalWeb,Inc.
`
`QCA ccczsare nn it vecnevebiveneivivnessanenaxs
`
`99
`1
`
`100
`
`99%
`1%
`
`100%
`
`14
`
`PWEB-PJ- 000033
`PWEB-PJ- 000033
`
`