VOTING CAPITAL INTERESTS PURCHASE AGREEMENT

This VOTING CAPITAL INTERESTS PURCHASE AGREEMENT (this “ Agreement ”), is made as of the 12 ^th day of January, 2009, by and between MacroMarkets LLC, a Delaware limited liability company (the “ Company ”), and Blackhawk Capital Group BDC,   Inc., (“ Purchaser ”), a Delaware corporation and a business development company registered under the Investment Company Act of 1940, as amended ("Investment Company Act").  Capitalized terms used herein shall have the meanings ascribed to such terms in Section 5.01 hereof.

WHEREAS, Purchaser desires to purchase Voting Capital Interests from the Company, and the Company desires to issue and sell Voting Capital Interests to the Purchaser, on the terms and conditions set forth herein.

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

1.01            Purchase and Sale of Voting Capital Interests .  The Company hereby agrees to create and sell to Purchaser and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, Purchaser agrees to purchase and accept from the Company, 624,432.28 units, representing five percent (5%) of the Voting Capital Interests (the “ Purchaser Interests ”) in the Company, for the purchase price of Two Hundred and Fifty Thousand Dollars ($250,000) (the “ Purchase Price ”).  A copy of the fully diluted capitalization table is annexed hereto reflecting Purchaser’s Units.  A description of the preferences, voting powers, qualifications, and special or relative rights or privileges of the  Voting Capital Interests is set forth in the Operating Agreement. Purchaser shall also be entitled to one non-voting Board seat at the Company as provided by its operating guidelines.  The Company's Operating Agreement provides for such an appointment and Craig A. Zabala will be appointed to such non-voting Board seat as of closing (the "Zabala Appointment") and may provide managerial assistance at the request and discretion of the Board.

1.02            Company Deliveries .  Simultaneously with the execution of this Agreement, the Company shall deliver to Purchaser:

(a)           a resolution of the Board of Managers approving the transactions contemplated hereby including the sale of the Purchaser Interests and the Zabala Appointment;

(b)           the Operating Agreement; and

(c)           all authorizations, approvals or permits of or filings with, any governmental authority, including a Form D filing with the Securities and Exchange Commission, state securities or “Blue Sky” offices, that are required by law in connection with the lawful sale and creation of the Purchaser Interests shall have been duly obtained by the Company, except for any notice that may be required subsequent to the date hereof under applicable state and/or federal securities laws (which, if required, shall be filed on a timely basis).

1.03            Purchaser Deliveries .  Simultaneously with the execution of this Agreement, Purchaser shall deliver to the Company:

the Purchase Price payable by wire transfer of immediately available funds to:

Mellon Bank

Pittsburgh, PA

ABA#: 043-000-261

For International Wires Add Swift Code:  MELNUS3P

Account Number:  101-1730

Account Name:  Merrill Lynch, Pierce, Fenner & Smith

Further credit to:

MacroMarkets

830-02211

(a)           , or to such bank accounts as the Company has designated in writing to Purchaser prior to the date hereof; and

(b)           the Operating Agreement duly executed by Purchaser.

1.04            Use of Proceeds .  The Company shall use all of the proceeds from the sale to Purchaser of the Purchaser Interests in accordance with terms and conditions set forth herein (the “ Sale ”) for working capital to fund the ongoing and prospective operations of the Business, including general and administrative expenses.

1.05            Certificated Interests .  Pursuant to Section 8.12 of the Operating Agreement and the resolution of the Board of Managers, the Company shall issue a certificate to Purchaser, executed by an officer of the Company, representing the Purchaser’s five percent membership interest in the Company and one non-voting board seat.  Any such certificate shall be deemed a “Security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Delaware from time to time.

The Company represents and warrants to Purchaser as follows:

2.01            Organization and Good Standing; Subsidiaries .  Each of the Company and its Subsidiaries is a duly organized and validly existing entity in good standing under the laws of its state of formation and has all requisite company power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted.  Each of the Company and its Subsidiaries is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary.  Other than Macro Financial LLC, a Delaware limited liability company, MACRO Securities Depositor LLC, a Delaware limited liability company, Macro Inflation Depositor LLC, a Delaware limited liability company, and Macro Housing Depositor LLC, a Delaware limited liability company, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other  corporate business enterprise except for 50 shares of  MacroShares $100 Oil Up Trust, 50 shares of MacroShares $100 Oil Down Trust, and 40 Founders shares of each of MacroShares Major Metro Housing Up Sharers, Major Metro Housing Down Shares, MacroShares Medical Inflation Up Shares Series 2008-1 and MacroShares Medical Inflation Down Shares, which were used to form the regulated product trusts and are redeemed at the time the securities are launched, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other  corporate business enterprise or (ii) control, directly or indirectly, any other entity.

2.02            Limited Liability Company Action .  The Company has all necessary limited liability company power and has taken all limited liability company action required to enter into and perform this Agreement and any other agreements and instruments contemplated hereby or to be executed in connection herewith (collectively, the " Transaction Documents "), and each Company signatory to each of the Transaction Documents has been duly authorized to execute and deliver such Transaction Document on behalf of the Company.  The Transaction Documents are valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy laws or by any court sitting as a court of equity.  The creation, sale and delivery of the Purchaser Interests in accordance with this Agreement, the consummation of all other transactions contemplated by this Agreement, and the terms and conditions of each other Transaction Document have been duly authorized by all necessary limited liability company action on the part of the Company and the necessary consents of the members and managers   of the Company have been obtained.  Robert Tull, as an Advisor to the Purchaser’s Board has not made recommendations as to the merit of this transaction.

2.03            Governmental Approvals; Consents .  Except for the consents of the members and managers and the filing of any notice that may be required under applicable state and/or federal securities laws (including a Form D filing) (which, if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency, instrumentality or any other Person is or will be necessary for (i) the execution and delivery by the Company of this Agreement (or any other Transaction Document), (ii) the consummation of the transactions contemplated by this Agreement (or any other Transaction Document) and (iii) the performance by the Company of its obligations under this Agreement (or any other Transaction Document), including, without limitation, the offer, creation, sale and delivery of the Purchaser Interests.

2.04            Financial Information; No Undisclosed Liabilities .  The audited  balance sheet of the Company as of October 31, 2008 (the “ Statement Date ”), as delivered previously to Purchaser, presents fairly in all material respects the financial position of the Company as of the date thereof and has been prepared in accordance with the Company’s books and records (the “ Balance Sheet ”).  There is no liability as of the closing date of this agreement, contingent or otherwise, not adequately reflected in or reserved against in the Balance Sheet, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Balance Sheet, which, in both cases, individually or in the aggregate, are not material to the financial condition of the Company.  Since the Statement Date, (i) there has been no material adverse change in the business, assets or condition, financial or otherwise, operations or prospects of the Company, (ii) neither the business, condition, or operations of the Company nor any of the material properties or assets of the Company have been adversely affected as the result of any legislative or regulatory change, any revocation or change in any material franchise, permit, license or right to do business, or any other event or occurrence, whether or not insured against, (iii) the Company has not entered into any material transaction other than in the ordinary course of business, made any dividend or distribution on its capital stock, or redeemed or repurchased any of its capital stock, and (iv) the Company has not incurred any liability or contingent liability in excess of $50,000.

2.05            Securities Act of 1933 .  Subject in part to the truth and accuracy of Purchaser’s representations set forth in Section 3.03 , the Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, creation and sale of the Purchaser Interests.  Neither the Company nor anyone acting on its behalf has or will sell, offer to sell or solicit offers to buy Purchaser Interests, or solicit offers with respect thereto from, or enter into any preliminary conversations or negotiations relating thereto with, any Person, so as to bring the creation and sale of Purchaser Interests under the registration provisions of the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the Purchaser Interests.

2.06            Brokers or Finders .  No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon the Company for any commission, fee or other compensation as a finder or broker.

2.07            Sufficiency of and Title to Assets .  The Company owns good and marketable title or leasehold title to all of its owned or leased, as applicable, assets and properties, that are necessary to conduct the Business in the manner presently operated by the Company, in each case free of any Liens, except for such Liens that arise in the ordinary course of business.

2.08            Intellectual Property .

(a)           The Company owns, free and clear of all Liens, or has the valid right to use, all of the Company Intellectual Property.  No other Person (other than licensors of software that is generally commercially available, and exclusive licensees of the Company Intellectual Property pursuant to agreements with the Company) has any rights to any of the Company Intellectual Property, and, to the Company’s knowledge, no other Person is infringing, violating or misappropriating any of the Company Intellectual Property.

(b)           The Company has not received any complaint, claim or notice alleging any infringement, violation or misappropriation of any issued patent, trademark or copyrights of any other Person, and to the Company’s knowledge, there is no basis for any such complaint, claim or notice.

(c)           The Company has taken commercially reasonable precautions to (i) protect its rights in the Company Intellectual Property and (ii) maintain the confidentiality of its trade secrets, know-how and other confidential Company Intellectual Property.  To the Company’s knowledge, there have been no acts or omissions (other than those made based on reasonable, good faith business decisions) by the officers, managers, members, advisors, consultants or employees of the Company, the result of which could reasonably be expected to materially compromise the rights of the Company to apply for or enforce appropriate legal protection of the Company Intellectual Property.

(d)           All of the Company Intellectual Property has been created by (i) employees of the Company within the scope of their employment by the Company or by independent contractors of the Company who have executed agreements expressly assigning all rights, title and interest in such Company Intellectual Property to the Company, (ii) employees of Case Shiller Weiss, Inc. (of which the Company was formerly a wholly-owned subsidiary) (“ CSW ”), all of whom executed agreements expressly assigning all right, title and interest in such Company Intellectual Property to CSW, which Intellectual Property in turn subsequently assigned all of such right, title and interest in such Company Intellectual Property to the Company, or (iii) members of the Company who have executed agreements expressly assigning all right, title and interest in such Company Intellectual Property to the Company.  No portion of the Company Intellectual Property was jointly developed with any third party.

2.09            Litigation .  There is no action, suit or proceeding at law or in equity by any Person or any arbitration or any administrative or other proceeding by or before any Government Authority pending or, to the Company’s knowledge, threatened, against the Company which (i) relates to or may affect the Business, or any of the assets owned or used by the Company, or (ii) challenges, prevents, delays or makes illegal the Sale and the other transactions contemplated hereby.

2.10            Authorization .  The sale of Units by the Company to the Purchaser, and the performance of the provisions of this agreement, do not and will not conflict with any law or regulation or any term or provision of the Articles of Organization or the Operating Agreement, and same are duly authorized, and do not require the consent or approval of any governmental body or other regulatory authority, except as stated herein and as may be required by application of the securities laws of the various states, all of which the Company shall use its best efforts to satisfy for the purposes of establishing any necessary and available exemption from registration of its securities thereunder in the event such exemption is available with respect to the transaction contemplated herein.

2.11            No Conflict .  The execution, delivery and performance of this agreement is not in contravention of, or in conflict with, any agreement, indenture or undertaking to which the Company is a party, or by which any of its property may be bound or affected, and same will not cause any lien, charge or other encumbrance to be created or imposed upon any preemptive rights, rights of first refusal or similar rights, statutory or otherwise, that have not been properly waived or complied with by the Company.

2.12            Capitalization .  The authorized capital of the Company, immediately following the execution of this agreement, will be as set forth in the Capitalization Table attached hereto as Schedule A.

2.13            Valid Issue of Purchaser Interests .   The Units issued in connection with this agreement, when issued, sold and delivered in accordance with the terms of this agreement and the Operating