EXHIBIT
4.11

    
 

     

    FIFTH
AMENDMENT

     

    TO

     

    AMENDED
AND RESTATED OPERATING AGREEMENT

     

    OF

     

    VAN
DER MOOLEN SPECIALISTS USA, LLC

     

    Dated:
as of July 1, 2007

     

     

    FIFTH
AMENDMENT, dated as of July 1, 2007 (the “Amendment”), to the Amended
and Restated Operating Agreement, dated December 1, 2004, as amended by the
First Amendment, dated December 30, 2004, the Second Amendment dated January 3,
2005, the Third Amendment dated July 1, 2006 and the Fourth Amendment dated
April 23, 2007 (the “Operating
Agreement”), of Van der Moolen Specialists USA, LLC, a New York limited
liability company (the “Company”), by and among the
entity and individuals listed on Schedule A hereto (each, a “Member” and collectively, the
“Members”).

     

    WHEREAS,
Nicholas Brigandi, James Campanella, Matthew Cebulski, Stephen Green, Thomas
Greenhill, Mark Innaimo, Matthew Markiewicz, Scott McMahon, James Miller,
William Quinn, Steven Rubinstein, James Scavone, Thomas Scavone, and Joseph V.
Talento (collectively referred to herein as the “Terminated Members”) have
terminated as Members of the Company, and

    


    WHEREAS,
the Profit and Loss Percentage interests of the Terminated Members have been
acquired by Mill Bridge IV, LLC, and

    


    WHEREAS,
the Members have determined to amend Schedule A of the Operating Agreement to
reflect the foregoing changes.

    


    NOW
THEREFORE, in consideration of the foregoing premises and the terms and
conditions set forth in this Amendment, the Members hereby agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              The
      recitals set forth above are an integral part of this
      Amendment.

            


    

    


    
      	
               
      

            	
              2.

            	
              Capitalized
      terms used but not defined herein shall have the meanings ascribed to such
      terms in the Operating Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Schedule
      A to the Operating Agreement is hereby deleted and Schedule A attached to
      this Amendment shall be substituted
therefor.

            


    

    


    IN WITNESS
WHEREOF, the Members have executed this Amendment, which may be signed in
counterparts, which when taken together, shall constitute one and the same
Amendment, as of the date and year first written above.

    


    


    MILL
BRIDGE IV, LLC

    
 

    


    
      	
              By:

            	/s/
      Richard E. Den
      Drijver	 
	 
      	
              RICHARD
      E. DEN DRIJVER

            	 
	 
      	
              Manager

            	 


    

    


    
 

    
      	/s/ Carmen
      Barone	 
      	
              /s/
      Jason N. Blatt

            	 
	
              CARMEN
      BARONE

            	 
      	
              JASON
      N. BLATT

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      William T. Brazier

            	 
      	
              /s/
      Joseph A. Creen, Jr.

            	 
	
              WILLIAM
      T. BRAZIER

            	 
      	
              JOSEPH
      A. CREEN, JR.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Christopher S. Dearborn

            	 
      	
              /s/
      James E. Demaira, Jr.

            	 
	
              CHRISTOPHER
      S. DEARBORN

            	 
      	
              JAMES
      E. DEMAIRA, JR.

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Paul D. Frankel

            	 
      	
              /s/
      Geoffrey D. Friedman

            	 
	
              PAUL
      D. FRANKEL

            	 
      	
              GEOFFREY
      D. FRIEDMAN

            	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Robert W. Grahame

            	 
      	
              /s/
      Matthew J. Mandola

            	 
	
              ROBERT
      W. GRAHAME

            	 
      	
              MATTHEW
      J. MANDOLA

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Scott E. Mazzella

            	 
      	
              /s/
      Michael J. McDonnell

            	 
	
              SCOTT
      E. MAZZELLA

            	 
      	
              MICHAEL
      J. MCDONNELL

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Nicholas S. Orlando

            	 
      	
              /s/
      Eric B. Oscher

            	 
	
              NICHOLAS
      S. ORLANDO

            	 
      	
              ERIC
      B. OSCHER

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Brian K. Schaeffer

            	 
      	
              /s/
      Louis J. Spina

            	 
	
              BRIAN
      K. SCHAEFFER

            	 
      	
              LOUIS
      J. SPINA

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      Glen R. Surnamer

            	 
      	
              /s/
      William P. White

            	 
	
              GLEN
      R. SURNAMER

            	 
      	
              WILLIAM
      P. WHITE

            	 


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Schedule
A

     

    to

     

    AMENDED
AND RESTATED OPERATING AGREEMENT

     

    of

     

    VAN DER MOOLEN SPECIALISTS
USA, LLC

     

    Dated:
as of July 1, 2007

     

    


    
      	
              MEMBERS

            
	
               

              Name

            	
               

              Address

            	
              Stated

              Capital
      ($)

            	
              Profit
      and Loss

              Percentage
      %)

            
	
              Mill
      Bridge IV, LLC

            	
              45
      Broadway, 29th Fl.

              New
      York, NY 10006

            	
              *

            	
               

              92.112349%

            
	
              Carmen
      Barone

            	
              *

            	
              *

            	
              *

            
	
              Jason
      N. Blatt

            	
              *

            	
              *

            	
              *

            
	
              William
      T. Brazier

            	
              *

            	
              *

            	
              *

            
	
              Joseph
      A. Creen, Jr.

            	
              *

            	
              *

            	
              *

            
	
              Christopher
      S. Dearborn

            	
              *

            	
              *

            	
              *

            
	
              James
      E. DeMaira, Jr.

            	
              *

            	
              *

            	
              *

            
	
              Paul
      D. Frankel

            	
              *

            	
              *

            	
              *

            
	
              Geoffrey
      D. Friedman

            	
              *

            	
              *

            	
              *

            
	
              Robert
      W. Grahame

            	
              *

            	
              *

            	
              *

            
	
              Matthew
      J. Mandola

            	
              *

            	
              *

            	
              *

            
	
              Scott
      E. Mazzella

            	
              *

            	
              *

            	
              *

            
	
              Michael
      J. McDonnell

            	
              *

            	
              *

            	
              *

            
	
              Nicholas
      R. Orlando

            	
              *

            	
              *

            	
              *

            
	
              Eric
      B. Oscher

            	
              *

            	
              *

            	
              *

            
	
              Brian
      K. Schaeffer

            	
              *

            	
              *

            	
              *

            
	
              Louis
      J. Spina

            	
              *

            	
              *

            	
              *

            
	
              Glen
      R. Surnamer

            	
              *

            	
              *

            	
              *

            
	
              William
      P. White

            	
              *

            	
              *

            	
              *

            
	 
      	
              TOTAL

            	
              *

            	
              100.0000%

            


    

    


     

    *
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment

     

     

    4