Exhibit G-2 

Limited Liability Company Agreement of Electron Exchange DCM, LLC 

dated March 5, 2023 
Page 1

CONFIDENTIAL INFORMATION

LIMITED LIABILITY COMPANY AGREEMENT

OF

ELECTRON EXCHANGE DCM, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Electron Exchange 

DCM, LLC (the "Company") is made as of March 5, 2023 (the “Effective Date”) by Electron Exchange

Holdings, Inc., a Delaware corporation (“Parent”), and the Company. 

Parent recently caused the Company to be formed and desires to confirm (among other things) (i) the terms 

and conditions on which Parent is becoming the sole member of the Company, and (ii) the governance and 

conduct of the Company's business and affairs.

For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Parent

and the Company, intending to be legally bound, agree as follows:

1. General.

(a) Company’s Formation & Purpose. The Company was formed on February 24,

2023, via the filing, with the Delaware Secretary of State, of the Company’s Certificate of Formation (the 

“Formation Instrument”), which filing was effected in accordance with the Limited Liability Company Act of 

the State of Delaware (the “LLC Act”). The purpose of the Company is to engage in any lawful act or activity 

for which a limited liability company may be formed under the LLC Act. 

(b) Name. The Company’s name is “ELECTRON EXCHANGE DCM, LLC”, and the 

Company may also do business under any assumed, trade, or other name that the Board (as defined in 

Section 2(a) below) may select from time to time.

(c) DE Company Number; Federal EIN. The State of Delaware has assigned to the 

Company the following company number: 7316715. The Internal Revenue Service has assigned to the 

Company the following Federal Employer Identification Number: 92-2539224.

(d) Organizer; Admission of the Member. Lawrence J. Studnicky acted as an 

Authorized Person for the purposes of executing, delivering, and causing the filing of the Formation 

Instrument with the Delaware Secretary of State. As such Authorized Person, he hereby admits Parent as a 

member of the Company and constitutes Parent as the sole owner of all of the Company’s authorized and 

outstanding membership interests (the "Membership Interests"); and, in such capacity, Parent is hereinafter 

called the "Member". Having done so, Mr. Studnicky has resigned as an Authorized Person. 

2. Governance & Related Matters.

(a) Establishment of the Board; Powers. The board of managers of the Company 

(the “Board”) shall be comprised initially of five (5) natural persons (each such person, a “Manager”). Subject 

to Section 2(b) below, the initial Managers shall be appointed by the Parent, which shall designate one of 

the individuals to serve as the Chairman of the Board (the “Chairman”). The business and affairs of the 

Company shall be managed, operated, and controlled by or under the direction of the Board, and the Board 

shall have, and is hereby granted, the full and complete power, authority, and discretion for, on behalf of, and 

in the name of the Company to take such actions as it may in its sole discretion deem necessary or advisable 

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to carry out any and all of the objectives and purposes of the Company, subject only to the terms of this 

Agreement.

(b) Number and Qualification. Subject to Section 2(a) above and the DCM Rules (as 

defined below in Section 2(m)), the number of Managers which shall constitute the whole Board shall be 

determined from time to time by resolution of the Board, provided, however, that: (i) the number of Managers 

shall be at least five (5); (ii) at least thirty-five percent (35%) of such Managers must qualify as “public 

directors” as defined in the Appendix B Guidance to Part 38 of the Regulations of the U.S. Commodity Futures 

Trading Commission (“CFTC”) (or any revised or successor definition thereto adopted by the CFTC); and (iii) 

each Manager must meet such fitness standards as may by prescribed in the DCM Rules or in any applicable 

rules, regulations, orders or interpretations of the CFTC. 

(c) Vacancies. Subject to Sections 2(a) and 2(b) above, Parent may fill vacancies in 

the Board occurring for any reason, including (but not limited to) newly created vacancies resulting from any 

increase in the authorized number of Managers.

(d) Term. Except as otherwise provided by law or this Agreement, Managers shall hold 

office until their successors are elected and qualified or until their earlier resignation or removal. Any Manager 

may resign at any time upon notice given in writing or by electronic transmission to the Company; provided

that such resignation shall also be effective as to such Manager’s tenure (if applicable) on the board of 

directors of (i) Parent, and (ii) any other subsidiary of Parent. Such resignation shall be effective upon receipt 

unless it is specified to be effective at some other time or upon the happening of some other event.

(e) Removal. To the extent permitted or required by law, a Manager may be removed 

at any time from office, with or without cause, by Parent.

(f) Meetings. Regular meetings of the Board may be held (i) at such time, date, and 

place as the Board may from time to time determine, and (ii) without notice if the meeting at issue is consented 

to or approved by Managers having not less than the minimum number of votes which would be necessary 

to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and 

voted. Special meetings of the Board may be called, orally or in writing, by the Chairman, if one is elected, 

or, if there is no Chairman, by two or more Managers, so long as the person(s) calling such meeting shall 

designate the time, date, and place thereof. Managers may participate in meetings of the Board by means of 

conference telephone or other communications equipment by means of which all Managers participating in 

the meeting can hear each other; and participation in a meeting in accordance herewith shall constitute 

presence in person at such meeting.

(g) Notice of Meetings. To the extent notice of a Board meeting is provided, notice of 

the time, date, and place of such meeting shall be given to each Manager (i) by the Chairman, or (ii) in case 

of the death, absence, incapacity, or refusal of the Chairman, by the person(s) calling such meeting. Notice 

shall be given to each Manager (A) by facsimile transmission or email sent at least twenty-four (24) hours in 

advance of such meeting, or (B) by written notice mailed to each Manager’s business or home address at 

least forty-eight (48) hours in advance of the meeting.

(h) Quorum. At any meeting of the Board, a majority of the total number of Managers 

shall constitute a quorum for the transaction of business, provided that at least one Manager attending such 

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meeting must be a public director. Less than a quorum may adjourn any meeting from time to time, and the 

meeting may be held as adjourned without further notice.

(i) Action at Meeting. At any meeting of the Board at which a quorum is present, 

unless otherwise provided in the following sentence, a majority of the Managers present may take any action 

on behalf of the Board, unless a larger number is required by law or this Agreement. So long as there are 

two (2) or fewer Managers, any action to be taken by the Board shall require the approval of all Managers.

(j) Action by Written Consent. Any action required or permitted to be taken at any 

meeting of the Board may be taken without a meeting if (i) all Managers consent thereto in writing or by 

electronic transmission, and (ii) the writing or writings or electronic transmission or transmissions are filed 

with the records of the meetings of the Board. Each such filing shall be (A) in paper form if the minutes are 

maintained in paper form, and (B) in electronic form if the minutes are maintained in electronic form. Any 

actions taken by the Board by written consent may be executed in one or more counterparts, all of which 

together shall constitute one and the same document, and facsimile or electronic signatures (including 

electronic signatures complying with the U.S. federal ESIGN Act of 2000) shall have the same effect as 

original signatures.

(k) Committees.

(1) The Board may, by resolution passed by a majority of the Managers, 

establish one or more committees, each committee to consist of one or more Managers. The Board may 

designate one or more Managers as alternate members of any committee, who may replace any absent or 

disqualified Manager at any meeting of the committee. In the absence or disqualification of a member of a 

committee, the member or members thereof present at any meeting and not disqualified from voting (whether 

or not such member or members constitute a quorum) may unanimously appoint another Manager to act at 

the meeting in the place of any such absent or disqualified person.

(2) Any such committee, to the extent permitted by law and to the extent 

provided in the applicable resolution of the Board, (i) shall have and may exercise all the powers and authority 

of the Board in the management of the business and affairs of the Company, and (ii) may authorize the seal 

of the Company to be affixed to all papers which may require it, but no such committee shall have the power 

or authority in reference to the following: (A) approving or adopting any action or matter expressly required 

by law or this Agreement to be submitted to the Members for approval, or (B) adopting, amending, or 

repealing any provision of this Agreement.

(3) Except as the Board may otherwise determine, any such committee may 

make rules for the conduct of its business; but, in the absence of such rules, its business shall be conducted 

so far as possible in the same manner as is provided in this Agreement for the Board. All members of such 

committees shall hold their committee offices at the pleasure of the Board, and the Board may abolish any 

committee at any time.

(l) Officers. At any meeting of the Board, the Board may appoint one or more officers

(“Officers”) of the Company and provide the power and authority that such Officers shall have. Subject to 

this Agreement, each Officer of the Company shall have (in addition to the duties and powers specifically set 

forth in this Agreement), except as limited by applicable regulation or law, (i) such duties and powers as are 

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customarily incident to such Officer’s office, and (ii) such duties and powers as may be designated from time 

to time by the Board.

(m) DCM Rules. In addition to being governed by this Agreement, the business and 

affairs of the Company shall also be supplemented and governed by such rules as the Company shall adopt 

(the “DCM Rules”) (i) in connection with its application to register with the CFTC under the U.S. Commodity 

Exchange Act (“CEA”) as a designated contract market (“DCM”), and/or (ii) following its registration as a 

DCM, as such rules may be in effect from time to time. In the event of any inconsistency between the terms 

of the DCM Rules and this Agreement, the terms of this Agreement shall govern. The DCM Rules shall initially 

be set forth in a joint rulebook with the Company’s affiliate, Electron Exchange DCO, LLC.

(n) Bank Accounts; Books & Records; Accounting. The Manager shall ensure that 

the Company will at all times maintain bank and other financial accounts that are separate and distinct from 

any such accounts of the Member. The Manager shall keep or cause to be kept at the address of the 

Company (or at such other place as the Manager shall determine in its discretion) true and full books and 

records regarding the status of the business and financial condition of the Company. The Company's financial 

statements shall be maintained in accordance with tax accounting principles applied from period to period on 

a consistent basis. The Manager shall cause to be prepared and distributed to the Member, within ninety (90) 

days after the end of each fiscal year, unaudited annual financial statements of the Company. 

(o) Tax Treatment of the Company. The Company shall (i) be operated in a manner 

consistent with treatment as a “partnership” for federal and (if applicable) state and local income tax purposes, 

and (ii) not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy

Code. The Member agrees (i) to treat the Company in the same manner for applicable income tax purposes, 

and (ii) not to take any action inconsistent with the Company’s tax treatment as established by operation of 

this Section 2(c).

(p) Transactions With the Company. The Member (as well as its current or future 

affiliates) shall, subject to applicable law, (i) have the right to contract, transact business, and otherwise deal 

with the Company (including by lending money to or on behalf of, borrowing money from, acting as a 

guarantor or surety for, or providing collateral for the obligations of, the Company) and (ii) have the same 

rights and obligations with respect to any such matter as a person or entity who has no such relationship to 

the Company.

(q) Loans from Member. Without limiting the generality of paragraph (p) immediately 

above, the Member is permitted from time to time (at its discretion) to make loans to the Company. A loan by 

the Member to the Company shall not be considered a capital contribution. If the Member shall advance 

funds to the Company as a loan (it being understood that the Member has no obligation to do so), then the 

making of such loan shall not result in any increase in or other adjustment to the capital account of such 

Member. The amount of any such loan shall: (i) be a debt of the Company to the Member; (ii) be payable or 

collectible only out of Company assets in accordance with the terms and conditions upon which such loan is 

made; and (iii) bear interest at such rate as the Manager determines, provided that the rate may not exceed 

the composite “prime rate” as reported in the Wall Street Journal (at the time such loan is made) plus two (2) 

percentage points.

3. Title to Company Assets. Title in and to all assets of the Company shall be held in the 

name of the Company alone, and neither the Manager nor the Member shall have, in such person's capacity 

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as such, any (i) individual ownership interest or rights in such assets, (ii) right to seek or obtain a partition of 

such assets, or (iii) right to any specific assets of the Company upon the liquidation of, or upon any distribution 

from, the Company. In furtherance of the foregoing, the Manager shall ensure that the Company's assets 

and properties (whether owned or leased) shall be accounted for separately from any assets or properties of 

the Member and its affiliates. 

4. Limited Liability. All debts, obligations, and liabilities of the Company (whether arising in 

contract, tort, or otherwise) shall be solely the debts, obligations, and liabilities of the Company, and neither 

the Manager nor the Member shall be, in such person's capacity as such, obligated personally for any such 

debt, obligation, or liability solely by reason of being a member or Manager. Except as otherwise expressly 

required by law, the Member shall not have any liability arising out of its status as a member which is in 

excess of (i) the amount of the Member's capital contributions (if any) made to the Company, (ii) the Member's 

share of any assets and undistributed profits of the Company, and (iii) the amount of any distributions 

wrongfully made to the Member. 

5. Distributions. The Company may make distributions to the Member from time to time and 

in such amounts as determined by the Board, provided, however, that the Company shall not make any 

distribution that, if made, would put the Company in non-compliance with any financial or capital requirements 

imposed by the CFTC by rule, regulation, order, or interpretation (such as under subpart V of the Part 38 of 

the CFTC Regulations), if and as may be applicable to the Company.

6. Duration & Dissolution. The term of the Company shall be perpetual, unless the Company 

is terminated or dissolved earlier in accordance herewith. The Company shall be dissolved and its affairs 

shall be wound up upon the first to occur of the following: (i) the Manager's determination to dissolve the 

Company; and (ii) the entry of a decree of judicial dissolution under the LLC Act. Subject to the provisions of 

the LLC Act, the Manager shall have the right to wind up the Company's affairs in accordance therewith (and 

shall promptly do so upon dissolution of the Company), and shall also have the right to act as or appoint a 

liquidating trustee in connection therewith. Upon the winding up of the Company, the assets shall be 

distributed in the manner provided in the LLC Act.

7. Governing Law; Severability. This Agreement shall be governed by and construed in 

accordance with the laws of the State of Delaware, without giving effect to any jurisdiction’s principles of 

conflict of laws. In particular, this Agreement shall be construed to the maximum extent possible to comply 

with all the terms and conditions of the LLC Act. This Agreement (along with the DCM Rules) shall also be 

governed by and construed in accordance with the CEA and the rules, regulations, interpretations, or orders 

of the CFTC thereunder. If, nevertheless, a court of competent jurisdiction shall determine that any provisions 

or wording of this Agreement shall be invalid or unenforceable under the LLC Act, the CEA, or other applicable 

law, then such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this 

Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within 

the requirements of applicable law; and, if such term or provisions cannot be so limited, then this Agreement 

shall be construed to omit such invalid or unenforceable terms or provisions.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which 

will be deemed to be an original copy of this Agreement, and all of which, taken together, will be deemed to 

constitute one and the same instrument. The exchange of copies of this Agreement and of the parties’ 

executed signature pages by facsimile or email transmission (e.g., attaching a signed signature page as a 

“.pdf”, “.jpeg” or “.tif” file) shall constitute effective execution and delivery of this Agreement as to the parties 

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and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by 

facsimile or email shall be deemed to be their original signatures for all purposes. This Agreement also may 

be executed and delivered by means of any electronic signature complying with the U.S. federal ESIGN Act 

of 2000 (e.g., www.docusign.com).

9. Miscellaneous. This Agreement (i) embodies the sole and entire agreement of the parties 

in respect of, and supersedes all prior oral or written understandings among them concerning, the subject 

matter hereof, (ii) shall be binding upon and inure to the benefit of the parties hereto and their respective 

successors and assigns, and (iii) may be executed in counterparts (including via electronic, facsimile and 

digital means), all of which together shall constitute one and the same instrument. 

Please indicate Parent’s acceptance of this Agreement by signing in the space provided below.

ELECTRON EXCHANGE DCM, LLC

By ________________________________

Philip A. Krim, CEO

ACCEPTED AND AGREED TO

BY THE SOLE MEMBER:

ELECTRON EXCHANGE HOLDINGS, INC.

By ________________________________

Philip A. Krim, CEO

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