1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

1

July 7, 2023

VIA COMMISSION PORTAL

Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, NW

Washington, DC 20581

Re: Commission Regulation 40.6(a) – Rule Certification

LedgerX LLC Submission No. 23-01

Dear Mr. Kirkpatrick:

LedgerX LLC (“LedgerX” or the “Company”) hereby submits for self-certification to the 

Commodity Futures Trading Commission (the “CFTC” or “Commission”), pursuant to Section 

5c(c) of the Commodity Exchange Act (the “CEA”) and Commission regulation 40.6(a), 

amendments to its Limited Liability Company Operating Agreement (“Operating Agreement”). 

The attached amendments will become effective on July 21, 2023.

A concise explanation and analysis of the changes and amendments, and their 

compliance with appliable regulatory requirements, is as follows.

Changes to the LedgerX Operating Agreement

LedgerX is making the following changes to its Operating Agreement:

• The designation of certain individuals as founders of the Company and those 

individuals’ rights to observe all Board meetings while they are still providing 

services to the Company is deleted;

• The Company’s ability to provide non-voting profit interests to individuals providing

services to the Company is eliminated;

• References to the Initial Member’s initial capital contributions to the Company is 

deleted;

• Certain exhibits reflecting a form of joinder for a new Member of the limited liability 

company, the initial capital contribution of the initial Members of the limited liability 

company, and references to associated corporate documents is deleted;

• The enumerated list of items requiring Member consent is amended to reflect the 

Company’s regulatory licenses and that the Company’s registration does not 

restrict its operations to cryptoassets; and

• Conforming and non-substantive edits are made throughout to reflect the 

Company has a single limited liability company Member. 
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

2

Regulatory Compliance

LedgerX has regulatory licenses to operate a Designated Contract Market, Derivatives 

Clearing Organization, and Swap Execution Facility. The Company has identified the following 

core principles that may be implicated by the amendment described herein:

• Governance (DCO Core Principle O, DCM Core Principle 15): The 

amendments to the Operating Agreement are consistent with the Governance 

Core Principles because they provide transparent and well-documented 

governance arrangements and responsibilities.

• Composition of Governing Boards (DCO Core Principle Q; DCM Core 

Principles 16 and 17; SEF Core Principle 12): The amendments to the 

Operating Agreement are consistent with the Composition of Governing Boards 

Core Principles because they ensure the composition of the Company’s governing

board satisfies regulatory requirements.

The changes and amendments to the LedgerX Operating Agreement are reflected in a 

redlined copy designated as Appendix A. The final version of the revised LedgerX Operating 

Agreement is attached as Appendix B. 

LedgerX hereby certifies, pursuant to the procedures set forth in Commission regulation 

40.6, that the amendments and this submission comply with the CEA and applicable Commission 

regulations thereunder. LedgerX additionally certifies that it has concurrently posted a copy of 

this submission letter and the attachments hereto on its website at https://ledgerx.com/reg-notices

under Other Notices. The Company is not aware of any substantive opposing views to the 

amendments.

Pease contact the undersigned at gc@ledgerx.com if you have any questions or otherwise 

would like to discuss this further. 

Sincerely,

Brian G. Mulherin

General Counsel, LedgerX LLC
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

3

APPENDIX A
AMENDED AND RESTATED LIMITED SECOND AMENDED AND RESTATED

LIABILITY COMPANY AGREEMENT

OF LEDGERX

LIMITED LIABILITY COMPANY AGREEMENT

OF

LEDGERX LLC

This Second Amended and Restated Limited Liability Company Agreement (as amended,

restated or otherwise modified, this “Agreement”) of LedgerX LLC (the “Company”) between

and among the Company and its Members, including NYBX Inc.M 7 Holdings, LLC, a Delaware

corporationlimited liability company (the “InitialCurrent Member”), and each other Person who

after the date hereof becomes a Member and a party to this Agreement by signing a joinder

agreement hereto, is entered into as of September 29July ____, 20142023, pursuant to the

provisions of the Delaware Limited Liability Company Act (6 Del. C. Sections 18-101, et seq.)

(as amended from time to time, the “Act”), on the following terms and conditions that appear

below. This Agreement amends and restates in its entirety the OperatingAmended and Restated

Limited Liability Company Agreement betweenof the Company and the Initial Member, dated

August 14September 29, 2014.

SECTION 1

DEFINED TERMS

The following capitalized terms used in this Agreement shall have the meanings specified

in this Section 1. Other terms used in this Agreement are defined in the Rules, and those terms

shall have the meanings respectively ascribed to them therein.

“Act” has the meaning set forth in the Preamble.

“Agreement” has the meaning set forth in the Preamble.

“Board” has the meaning set forth in Section 5.1.

“Capital Transaction” means any transaction not in the ordinary course of business

which results in the Company's receipt of cash or other consideration other than Capital

Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions

of assets not in the ordinary course of business, the financing or refinancing of Company

property, condemnation of Company assets and recovery of substantial amounts of insurance

proceeds from casualty loss.

“Certificate” has the meaning set forth in Section 2.1.

“CFTC” means the U.S. Commodity Futures Trading Commission or any successor

thereto with similar regulatory authority over the Company and its business, activity, property, or

assets.
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“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding

provision of any succeeding law.

“Company” has the meaning set forth in the Preamble.

“Covered Person” means any current or former Member, Director, or Officer and, with

respect to each such Person, such Person’s affiliates, officers, directors, liquidators, partners,

stockholders, managers, members, employees, heirs, executors, administrators, personal and

legal representatives, successors in interest, and permitted assigns.

“Current Member” has the meaning set forth in the Preamble.

“Director” has the meaning set forth in Section 5.1.

“Founder” shall mean Juthica Chou, Paul Chou, Ethan Rigel or Zachary Dexter.

“Incentive Unit” means a Unit in the form of a non-voting profits interest in the

Company granted by the Board to a Director, Officer, employee, consultant or other Person

providing services to the Company pursuant to an incentive plan established by the Board.

Incentive Units have no right to share in distributions of Net Cash Flow but shall share in

distributions of Net Capital Proceeds above the applicable Profits Interest Hurdle.

“Initial Contribution” has the meaning set forth in Section 3.2(a).

“Initial Member” has the meaning set forth in the Preamble.

“Member” means the InitialCurrent Member and each Person who becomes a party to

this Agreement by signing a joinder agreement (a form of which is attached hereto as Exhibit A)

as a holder of a Unit.

“Membership Rights” means all of the rights of a Member, including, but not limited to,

a Member’s: (a) Units; (b) right to inspect the Company’s books and records; and (c) right to

participate in the management of and vote on matters coming before the Members entitled to

vote thereon as provided in this Agreement.

“Net Capital Proceeds” means the proceeds from a Capital Transaction reduced by (i)

expenditures incurred to effect the Capital Transaction, (ii) expenditures for the recovery, repair,

restoration or replacement of any asset damaged or disposed of in the Capital Transaction, (iii)

amounts paid on any loans or other obligations of the Company that became due, or that the

Board deems it appropriate to pay, as the result of the Capital Transaction, and (iv) such reserves

for capital improvements and/or replacements or repairs and/or to meet anticipated expenses as

the Board deems to be reasonably necessary for the efficient conduct of the Company’s business.

“Net Cash Flow” means, at any time, all cash funds or other liquid assets of the

Company derived from operations, without reduction for any non-cash charges, but reduced by

funds used to pay current operating expenses and to pay or increase reserves for future expenses,
3

debt service, capital improvements and replacements, in each case as determined by the Board to

be appropriate. Net Cash Flow shall be increased by any reduction of previously established

reserves. Net Cash Flow shall not include Net Capital Proceeds.

“Notice” has the meaning set forth in Section 9.5.

“Officers” has the meaning set forth in Section 5.10.

“Person” means any natural person, general partnership, limited partnership, joint

venture, corporation, limited liability company, trust, estate, sole proprietorship, unincorporated

association, employee organization, mutual company, joint stock company, firm, institution,

governmental organization or agency, or other entity.

“Profits Interest Hurdle” has the meaning set forth in Section 3.1(c).

“Public Director” has the meaning set forth in Section 5.3(a).

“Regulatory Requirements” means any applicable law (including, but not limited to, the

Act), rules, regulations, or other requirements imposed by any governmental organization or

agency that has authority or jurisdiction over the Company or its business, activities, property, or

assets, including, but not limited to, the CFTC.

“Rules” has the meaning set forth in Section 2.10.

“Secretary of State” has the meaning set forth in Section 2.1.

“Third Party” means any Person, or group of Persons acting as a group, in which the

then-current equity owners of the Company, their family members and/or affiliates of such equity

owners and/or family members do not, directly or indirectly, (i) own more than fifty percent

(50%) of the value of equity interests or (ii) have the right to exercise voting control.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge,

assignment, attachment, or other transfer, and when used as a verb, means voluntarily to sell,

hypothecate, pledge, assign, or otherwise transfer.

“Units” mean the membership interests in the Company, representing all rights and

duties of a Member of the Company, including the right to a distributive share of the capital,

profits and losses of the Company, and the right to receive distributions from the Company,

subject to all the provisions of this Agreement and the Act. Units shall include, but not be limited

to, Incentive Units.

“Withdrawal” means a Member’s dissociation from the Company as such by any means;

provided that the bankruptcy or insolvency of a Member shall not automatically constitute a

Withdrawal.

SECTION 2
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FORMATION, NAME, PURPOSE, TERM, AND OFFICE

2.1. FORMATION. The Company and the Initial Memberhas been formed as a

limited liability company (and not a partnership) pursuant to the provisions of the Act and, for

that purpose,by the Initial Member causedfiling of a Certificate of Formation of the Company

(the “Certificate”) to be prepared, executed, and filed with Secretary of State of the State of

Delaware (the “Secretary of State”) on April 8, 2014, a copy of which is included as Exhibit B to

this Agreement.

2.2. NAME OF THE COMPANY. The name of the Company shall be “LedgerX

LLC”. The Company may do business and conduct its activities under that name, and under any

other name or names which the Board may, subject to Regulatory Requirements, determine. If

the Company does business or conducts activities under a name other than that set forth in the

Certificate, then the Company shall file a trade name certificate as required by Regulatory

Requirements. The Company shall hold all of its property and assets in the name of the Company

and not in the name of any Member.

2.3. PURPOSE. The purpose of the Company shall be to engage in any lawful

business or other activities for which a limited liability company may be organized under the

Act, including, but not limited to, the operation of an exchange and clearing organization

registered with the CFTC for crypto currency derivatives, and to do any and all acts and things

that may be necessary or convenient to the foregoing, including, but not limited to, the promotion

and conduct of the business and activities of the Company or the ownership and maintenance of

its property and assets.

2.4. POWERS. The Company shall possess and may exercise all of the powers and

privileges granted by the Act, all other Regulatory Requirements, and this Agreement, together

with any powers incidental thereto, so far as such powers and privileges are necessary or

convenient to the business, activities, property, or assets of the Company.

2.5. TERM. The duration of the Company shall be perpetual, unless its existence is

terminated pursuant to Section 7 of this Agreement.

2.6. PRINCIPAL OFFICE. The principal office of the Company shall be at such

location as may be designated by the Board from time to time.

2.7. RESIDENTREGISTERED OFFICE; REGISTERED AGENT. The name and

addressregistered office of the Company’s resident agent required by the LLC Act to be

maintained in the State of Delaware shall be The Corporation Trust Company, a Delaware

resident, whose address is Corporation Trust Center, 1209 Orange Street, in the City of

Wilmington, Delaware 19801. TheCounty of New Castle, ZIP Code 19801 or such other office

as the Board of Directors may designate from time to time. The registered agent for the Company

shall be The Corporation Trust Company or such other registered agent as the Board of Directors

may change the resident agentdesignate from time to time.

2.8. QUALIFICATION.
5

(a) QUALIFICATION WITH DELAWARE. The Certificate has been filed

in the office of the Secretary of State in accordance with the provisions of the Act. The Company

and the Initial Member shall take any and all other actions reasonably necessary to perfect and

maintain the status of the Company under the laws of the State of Delaware. The Company shall

prepare and file amendments to the Certificate whenever required by the Act.

(b) QUALIFICATION WITH OTHER JURISDICTIONS AND

AGENCIES. The Company shall execute and file such forms or certificates and take any and all

other actions as may be reasonably necessary or advisable to perfect and maintain the status of

the Company under the Regulatory Requirements of any other states, jurisdictions, or

governmental organizations or agencies with authority or jurisdiction over the Company or its

business, activities, property, or assets.

2.9 RESERVATION OF OTHER BUSINESS AND OPPORTUNITIES. Except

and solely to the extent that any business or other opportunities of any Member are actually

exploited by the Company, no business or other opportunities of a Member shall be deemed the

property of the Company. A Member may engage in or possess an interest in any business or

other opportunity, independently or with others, of any nature or description, even if such

business or other opportunity is in direct competition with the business or activities of the

Company, and the Company shall have no rights by virtue hereof in or to such other business or

other opportunity, or to the income or profits derived therefrom.

2.10 THE RULES. In addition to the terms and conditions of this Agreement, the

operation and management of the business and affairs of the Company, the conduct of its

activities, and the ownership and maintenance of its property and assets shall be subject to the

Rules of LedgerX LLC as in effect from time to time, set forth as Exhibit C to this Agreement

(the “Rules”). To the extent there is any conflict between the Rules and this Agreement, the

Agreement shall govern with respect to the subject matter hereof.

SECTION 3

MEMBERS, CAPITAL, AND LOANS

3.1. MEMBERSHIP.

(a) INITIALCURRENT MEMBER; UNITS. The name, business address,

and Units of the InitialCurrent Member is as follows:are set forth on Exhibit A to this

Agreement.

Name: Address: Units:

(b) RESTRICTION ON OWNERSHIP. Membership in the Company shall

be restricted or conditioned to the extent required by the Rules or Regulatory Requirements from

time to time.
6

(c) INCENTIVE UNITS. From time to time, as it determines to be

appropriate, the Board may grant Incentive Units to Directors, Officers, employees,

consultants or other Persons who provide services to the Company. Any Person to whom

Incentive Units are granted will become a Member of the Company upon complying with

the terms of grant and signing a joinder agreement agreeing to be bound by the terms of this

Agreement. Whenever Incentive Units are granted, the Capital Account balances of all

Members will be adjusted, immediately before such grant becomes effective, to equal in the

aggregate the Fair Market Value of the Company as of such date. The aggregate amount of

such adjusted Capital Account balances is referred to as the “Profits Interest Hurdle”. As a

result of such adjustment of Capital Account balances, and in accordance with Rev. Proc.

93-27, 1993-2 CB 343, as clarified by Rev. Proc. 2001-43, 2001 CB 191, all Incentive Units

will be designed to constitute profits interests in the Company, which will achieve value if,

as and when the Company’s overall value increases subsequent to the date of grant.

Although the Revenue Procedures cited above provide that profits interests should not be

taxed either at the time of grant or the time of vesting, each grantee, as a protective measure,

will be required to timely make an election under Section 83(b) of the Code with respect to

a grant of Incentive Units, reporting the fair market value of such Incentive Units for

purposes of such election as zero.

(c) (d) ADDITIONAL MEMBERS; VOTING INTERESTS. In

addition to grantees of Incentive Units admitted as additional Members pursuant to Section

3.1(c), additionalAdditional Members may be admitted to the Company upon signing a

joinder agreement to this Agreement on such terms and conditions as may be approved by

the Board and, as applicable, the Members. Unless named in this Agreement or admitted to

the Company as a Member as provided herein, no Person shall be considered a Member.

The Company shall not be required to deal with any other Person by reason of an

assignment of a Unit by a Member or by reason of the bankruptcy of a Member, except as

otherwise provided in this Agreement or the Act. The Units of the Initial Member shall be a

voting interest, all Incentive Units shall be non-voting interests, and other Units shall be

entitled to vote on such matters, and in such proportion to the Units of the Initial Member, as

determined by the Board, at the time the other Units are issued, or as required by this

Agreement (including, but not limited to, the matters that must be approved by a vote of the

Members entitled to vote thereon as set forth in Exhibit E).

3.2. CAPITAL CONTRIBUTIONS.

(a) INITIAL CAPITAL CONTRIBUTION. The Initial Member shall

make such capital contributions to the Company as described in Exhibit D to this Agreement

(the “Initial Contribution”). The value of the Initial Contribution shall be as set forth in

Exhibit D.

(b) ADDITIONAL CAPITAL CONTRIBUTIONS. The Initial Member shall

not be required to make any additional capital contribution to the Company. However, any

Any Member may make capital contributions to the Company at any time as determined and

approved by the Board. No interest shall accrue on any contribution, and no Member shall

have any right to withdraw or be repaid any contribution except as provided herein. The

provisions of this Agreement are intended to benefit the Members and, to the fullest extent
7

permitted by Regulatory Requirements, shall not be construed as conferring any benefit

upon any creditor of the Company (and no such creditor of the Company shall be a

third-party beneficiary of this Agreement), and no Member shall have any duty or obligation

to any creditor of the Company, including, but not limited to, making any contribution to the

Company or responding to any call for capital, pursuant to this Agreement.

3.3. LOANS TO AND BUSINESS WITH THE COMPANY. Except as provided in

Regulatory Requirements, any Member may, at any time, make or cause a loan to be made to, or

assume one or more obligations of, provide collateral for, or transact other business or activities

with, the Company in any amount and upon any terms which the Board and the Member may

agree, and such Member shall have the same rights and obligations with respect to any such

matter as a Person who is not a Member.

SECTION 4

DISTRIBUTIONS

4.1 NET CASH FLOW. From time to time as it determines to be appropriate, the

Board shall determine whether there is any Net Cash Flow available for distribution. If the Board

determines that Net Cash Flow is available for distribution, it shall cause the Company to

distribute such Net Cash Flow among the Members in proportion to their relative ownership of

Units other than Incentive Units.

4.2 NET CAPITAL PROCEEDS. Within a reasonable time after the occurrence of

a Capital Transaction, the Board shall determine the amount of Net Capital Proceeds available

for distribution, if any, and shall distribute Net Capital Proceeds in the following manner and/or

order of priority:

(i) First, to the extent that the Capital Account balances of the Members are

not in proportion to their relative ownership of Units, funds shall be distributed to those

Members with Capital Account balances that are proportionately higher than their relative

ownership of Units, in portion to such excess Capital Account balances, until all Capital Account

balances have been brought into proportion with the Members’ relative ownership of Units; and

(ii) Thereafter, funds shall be distributed among the Members in proportion to

their relative ownership of Units.

For the sake of clarity, as a result of clause (i) above, Members who hold Incentive Units will not

receive any distributions with respect to Incentive Units until the Profits Interest Hurdle

applicable to such Incentive Units has been reached.

4.3 LIMITATION ON DISTRIBUTIONS. Notwithstanding any provision to the

contrary contained in this Agreement, the Company shall not make any distribution to any

Member unless, after the distribution is made, the assets of the Company are in excess of the

liabilities of the Company and such distribution would not violate this Agreement or Regulatory

Requirements.
8

SECTION 5

MANAGEMENT POWERS AND AUTHORITY, DUTIES, AND LIABILITIES

5.1. ESTABLISHMENT OF THE BOARD. The board of directors of the Company

(the “Board”) is hereby established and shall be composed of natural Persons (each such Person,

a “Director”) who shall be elected or appointed in accordance with the provisions of this Section

5 and the Act. 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 and authority for, on behalf of, and in the name of the

Company to take such actions as it may deem necessary or advisable to carry out any and all of

the purposes of the Company, subject only to the terms of this Agreement (including, but not

limited to, the matters that must be approved by a vote of the Members entitled to vote thereon as

set forth in Exhibit EB) and the Act.

5.2. QUALIFICATIONS OF ALL DIRECTORS. Each Person elected or appointed

a Director, prior to serving on the Board, shall certify in writing to the Company that he (a) is not

subject to a statutory disqualification under Section 8a(2) of the Commodity Exchange Act, as

amended, (b) does not have a history of disciplinary offenses as defined in CFTC Regulation

1.63(a)(6), and (c) meets the other qualifications set forth in Rule 2.4 of the Rules.

5.3. BOARD COMPOSITION; VACANCIES.

(a) BOARD COMPOSITION. The initial Directors shall be elected by the

Initial Member, and successive Directors shall be appointed by the Board or elected by the

Members entitled to vote thereon, as determined by the Board. Each Director shall hold office

until hissuch Director’s successor is elected or appointed and qualified or until histhe earlier

death, resignation, or removal of such Director. The Board and the Members entitled to vote on

Directors shall take such actions as may be required to ensure that the number of Directors

constituting the Board is at all times at least five (as such number shall be determined by the

Board, from time to time), which shall include natural Persons who are Public Directors in at

least the number and percentage required by the Rules or a regulatory safe harborRegulatory

Requirements. For purposes of this Agreement, a “Public Director” means any Director who has

been found by the Board, which finding shall be reflected in the Company’s records, to have no

Material Relationship (as defined in the Rules) with the Company, and otherwise meets

Regulatory Requirements. The Board shall elect a Director to serve as Chairman of the Board,

who need not be a Public Director.

(b) VACANCIES. In the event that a vacancy is created on the Board at any

time due to the death, disability, retirement, resignation, or removal of a Director, then the Board

(by action of the remaining Directors (even if less than a quorum)) or the Members shall appoint

a natural Person to fill the vacancy (subject to the other provisions of this Section 5). If the

vacancy is for a seat filled by a Public Director, the Board or the Members, as applicable, shall

appoint a natural Person that satisfies the definition of Public Director.

(c) FOUNDER OBSERVER RIGHTS. So long as a Founder is

providing Service (as defined below) to the Company and is not a Director each Founder
9

shall have the right to attend all meetings of the Board in a nonvoting observer capacity (the

“Founder Observers”). The Company shall give such Founder Observers copies of all

notices, minutes, consents, and other materials that it provides to its directors at the same

time and in the same manner as provided to such directors; provided, however, that such

Founder Observers shall agree to hold in confidence and trust and to act in a fiduciary

manner with respect to all information so provided; and provided further, that the Company

reserves the right to withhold any information and to exclude such Founder Observers from

any meeting or portion thereof if access to such information or attendance at such meeting

could adversely affect the attorney- client privilege between the Company and its counsel or

result in disclosure of trade secrets or a conflict of interest. For purposes of this Section

5.3(c), “Service” shall mean the performance of services for the Company (or a subsidiary,

whether now existing or subsequently established) in the capacity of an employee, subject to

the control and direction of the employer entity as to both the work to be performed and the

manner and method of performance, or a consultant or independent advisor. For purposes of

this Agreement, the Founders shall be deemed to cease Service immediately upon the

occurrence of such individual no longer performing services in any of the foregoing

capacities for the Company or any subsidiary. Service shall not be deemed to cease during a

period of military leave, temporary sick leave or other temporary personal leave approved

by the Company.

5.4. RESIGNATION; REMOVAL.

(a) RESIGNATION. A Director may resign at any time from the Board by

delivering hisa written resignation to the Board. Any such resignation shall be effective upon

receipt thereof unless it is specified to be effective at some other time or upon the occurrence of

some other event. The Board’s acceptance of a resignation shall not be necessary to make it

effective.

(b) REMOVAL. A Director may be removed at any time from the Board,

with or without cause, by vote of a majority of the Directors then in office or ofby the Members

entitled to vote thereon.

5.5. MEETINGS.

(a) GENERALLY. The Board shall meet at such time and at such place as

the Board may designate. Meetings of the Board may be held either in person, at the offices of

the Company or such other place (either within or outside the State of Delaware) as may be

determined from time to time by the Board, or by means of telephone, video conference, or other

communications device that permits all Directors and other Persons participating in the meeting

to hear each other, and a Director’s participation in a meeting by such means shall constitute

attendance in person at such meeting. Except as provided in Section 5.5(b), written notice of

each meeting of the Board shall be given to each Director at least 24 hours prior to such meeting.

(b) SPECIAL MEETINGS. Special meetings of the Board shall be held on

the call of the Chairman of the Board, the Chief Executive Officer, or any two Directors upon at

least five days’ written notice (if the meeting is to be held in person) or upon 24 hours’ written
10

notice (if the meeting is to be held by telephone, video conference, or other communication

device) to the Directors, or upon such shorter notice as may be approved by all of the Directors

then in office or is practicable in the case of an Emergency (as defined in the Rules).

(c) ATTENDANCE AND WAIVER OF NOTICE. Any Director may

waive notice as to himselfsuch Director. Attendance by a Director at any meeting shall constitute

a waiver of notice of such meeting, except where a Director attends a meeting solely for the

express purpose of objecting to the transaction of any business on the ground that the meeting is

not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any

regular or special meeting of the Board need be specified in the notice or waiver of notice of

such meeting.

5.6. QUORUM; MANNER OF ACTING.

(a) QUORUM. A majority of the Directors serving on the Board, including at

least one Public Director, shall constitute a quorum for the transaction of business of the Board.

At all times when the Board is conducting business at a meeting of the Board, a quorum of the

Board must be present at such meeting. If a quorum shall not be present at any meeting of the

Board, then the Directors present at the meeting may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be present.

(b) BINDING ACT. Each Director shall have one vote on all matters

submitted to the Board (or any committee or subcommittee of the Board of which he is a

member). With respect to any matter before the Board (or any committee or subcommittee), the

act of a majority of the Directors constituting a quorum shall be the act of the Board (or

committee or subcommittee).

5.7. ACTION BY WRITTEN CONSENT. Notwithstanding anything herein to the

contrary, any action of the Board (or any committee or subcommittee of the Board) may be taken

without a meeting and without notice if there is a written consent of all of the Directors on the

Board (or committee or subcommittee) approving such action. Such consent shall have the same

force and effect as a vote at a meeting where a quorum was present and may be stated as such in

any document or instrument filed with the Secretary of State or any other Person.

5.8. COMPENSATION; NO EMPLOYMENT RIGHTS; POWER OF

DIRECTORS.

(a) COMPENSATION. Each Director shall be compensated for his service

on the Board (and any committee or subcommittee of the Board), and shall be reimbursed for his

reasonable out-of-pocket expenses incurred in the performance of hissuch Person’s duties as a

Director, pursuant to such policies as from time to time established by the Board. Nothing

contained in this Section 5.8 shall be construed to preclude any Director from serving the

Company in any other capacity and receiving reasonable compensation for such services.

(b) NO EMPLOYMENT RIGHTS. This Agreement does not, and is not

intended to, confer upon any Director any rights with respect to employment or other retention
11

by the Company, and nothing herein shall be construed to have created any employment or other

agreement with any Director.

(c) POWER OF DIRECTORS. Except as otherwise specifically provided by

this Agreement or required by the Rules or Regulatory Requirements, no Director, in hissuch

Person’s capacity as a Director, shall have the power to act for or on behalf of, or to bind, the

Company without prior authorization of the Board.

5.9. BOARD AND OTHER COMMITTEES AND SUBCOMMITTEES.

(a) ESTABLISHMENT AND POWER. The Board may create, appoint

Directors to serve on, and delegate powers to committees and subcommittees. In no event may

the Board delegate to any committee or subcommittee all of the power and authority of the

Board. Subject to the immediately preceding sentence, any committee or subcommittee, to the

extent provided in the Board resolution forming such committee or subcommittee, shall have and

may exercise the power and authority of the Board, subject to the limitations set forth in Section

5.9(d). The Board may dissolve any committee or subcommittee or remove any member of a

committee or subcommittee at any time, subject to the other requirements of this Agreement, the

Rules, and Regulatory Requirements. Each committee or subcommittee shall have a written

charter and shall assist in the supervision of the business and affairs of the Company within its

particular area of responsibility, subject to the authority of the Board. The Board shall designate

the chairman of each committee or subcommittee. Subject to the authority of the Board and this

Agreement, each committee or subcommittee shall determine the manner and form in which its

proceedings shall be conducted. A majority of the Directors serving on a committee or

subcommittee, including where applicable at least one Public Director, shall constitute a quorum

for the transaction of business of such committee or subcommittee. The Board has the authority

to change or overrule the decisions of any committee or subcommittee.

(b) REQUIRED COMMITTEES. In accordance with the Rules, there shall

be a Regulatory Oversight Committee, a Risk Management Committee, a Participant Committee,

a Nominating Committee, a Disciplinary Panel and an Appeals Committee. Each such committee

shall include the number and percentage of Public Directors as required by the Rules.

(c) ADDITIONAL COMMITTEES. The Board may create, appoint

Directors to serve on, and delegate powers to one or more additional committees, including, but

not limited to, an Executive Committee, each of which shall be composed of one or more

Directors; provided that, if an Executive Committee is formed pursuant to this Section 5.9(c),

such committee shall consist of at least 35% Public Directors and at least two Public Directors.

(d) LIMITATION OF AUTHORITY. No committee or subcommittee of

the Board shall have the authority of the Board in reference to:

(i) authorizing or making distributions to the Members;

(ii) authorizing the issuance of any Units;
12

(iii) approving a plan of merger or sale of the Company or of all or

substantially all of its assets and property;

(iv) recommending to the Members a voluntary dissolution, winding

up, or cancellation of the Company or a revocation thereof;

(v) removing Directors or filling vacancies on the Board;

(vi) creating, appointing Directors to serve on, or delegating powers to

any committees or subcommittees of the Board; or

(vii) amending or repealing this Agreement, or any resolution of the

Board that by its terms provides that it shall not be so amendable or repealable.

5.10. OFFICERS. The Board shall appoint such natural Persons as officers of the

Company (the “Officers”) as it deems necessary or advisable to carry on the business and affairs

of the Company, and the Board may delegate to such Officers such power and authority and

duties as the Board deems necessary or advisable or as required by the Rules or Regulatory

Requirements. No Officer need be a Member or a Director. The Company shall have a Chief

Executive Officer, a Chief Regulatory Officer, a Chief Compliance Officer and a Chief Risk

Officer. The duties of the Chief Compliance Officer and the Chief Risk Officer shall be

consistent with the Rules and Regulatory Requirements. A Person may hold two or more offices

of the Company, provided, that, the Chief Risk Officer and Chief Compliance Officer offices

may not be held by the same Person. Each Officer shall hold office until hisa successor is

designated by the Board or until histhe earlier death, resignation, or removal of such Officer. Any

Officer may resign at any time upon written notice to the Board. Any Officer may be removed by

the Board, with or without cause, at any time, but any such removal shall be without prejudice to

the contractual rights of such Officer, if any, to receive any specified compensation or benefits.

A vacancy in any office occurring because of death, resignation, removal, or otherwise may be

filled by the Board. Each Officer shall be compensated for his service and shall be reimbursed

for his reasonable out-of-pocket expenses incurred in the performance of his duties, pursuant to

such policies as from time to time established by the Board.

5.11. INTERESTS TO CONSIDER; FIDUCIARY DUTIES.

(a) INTERESTS TO CONSIDER. Each of the Members, as well as the

Company, hereby acknowledges and agrees that, whenever a Covered Person is permitted or

required to act or refrain from acting, or to make any other decision (solely in such Person’s

capacity as a Covered Person) pursuant to any power or authority of such Person under this

Agreement or the Act, hesuch Person shall make such decision in a manner which hesuch Person

believes to be in the best interests of the Company and its Members.

(b) FIDUCIARY DUTIES. The provisions of this Agreement, including, but

not limited to, the extent that they restrict or eliminate the duties, responsibilities, and liabilities

of a Covered Person (acting solely in such Person’s capacity as a Covered Person) otherwise

existing at law or in equity, are hereby acknowledged and agreed by the Members, as well as the
13

Company, to replace, to the fullest extent permitted by law and equity, such other duties,

responsibilities, and liabilities of such Covered Person. This Agreement is not intended to, and

does not, create or impose on any Covered Person any duty, responsibility, or liability, including,

but not limited to, any fiduciary duty, other than those expressly set forth herein. For the

avoidance of doubt, each of the Members, as well as the Company, hereby acknowledges and

agrees that he waives any all fiduciary and other duties existing at law or in equity that, absent

such waiver, may be implied under the Act, and in doing so, hereby acknowledges and agrees

that the duties, responsibilities, and liabilities of each Covered Person (solely in such Person’s

capacity as a Covered Person) to the Company and the Members are only as expressly set forth

in this Agreement.

5.12. LIMITATION OF DUTIES AND LIABILITIES; DELEGATION;

RELIANCE; INDEMNIFICATION; ADVANCEMENT; EFFECT OF AMENDMENT.

(a) LIMITATION OF DUTIES AND LIABILITIES. Except as otherwise

provided in the Act, to the fullest extent permitted by law no Covered Person (solely in such

Person’s capacity as a Covered Person) shall have any duty or be responsible or liable to the

Company or any Member, or to any other Person making claims on behalf of the Company

(including, but not limited to, its creditors) or any Member, for any damages, expenses,

liabilities, or losses as a result of any act or omission (in relation to the Company, any

transaction, any investment, or any other action or inaction, including, but not limited to, for

breach of contract, tort (including negligence), strict liability, violation of any applicable legal or

equitable principle, or breach of duties (including fiduciary duties)), taken or omitted by the

Covered Person, unless there has been a final and non-appealable judgment entered by a court of

competent jurisdiction determining that, in respect of such act or omission, and taking into

account the acknowledgments and agreements set forth in this Agreement, such Covered Person

acted in bad faith, knowingly engaged in fraud or willful misconduct (including, but not limited

to, acting beyond the scope of its or hissuch Person’s authority) or, in the case of a criminal

matter, acted with actual knowledge that such Covered Person’s conduct was unlawful.

(b) DELEGATION. Subject to its duties and responsibilities as set forth in

this Agreement, the Rules, and Regulatory Requirements, the Board may exercise any of the

powers and authority granted to it by this Agreement and perform any of the duties and

responsibilities imposed upon it hereunder either directly or by or through its committees,

subcommittees, and agents, and neither the Board nor any Covered Person (acting solely in such

Person’s capacity as a Covered Person) shall have any duty or be responsible or liable to the

Company or any Member, or to any other Person making claims on behalf of the Company

(including, but not limited to, its creditors) or any Member, for any mistake, action, inaction,

misconduct, negligence, fraud, or bad faith on the part of any such committee, subcommittee, or

agent appointed by the Board unless, with respect to an individual Covered Person only, there

has been a final and non-appealable judgment entered by a court of competent jurisdiction

determining that, in respect of such delegation, and taking into account the acknowledgments

and agreements set forth in this Agreement, such Covered Person had actual knowledge that such

committee, subcommittee, or agent was acting in bad faith, knowingly engaging in fraud or

willful misconduct (including, but not limited to, acting beyond the scope of its or hissuch
14

Person’s authority) or, in the case of a criminal matter, acting with actual knowledge that its or

hissuch Person’s conduct was unlawful.

(c) RELIANCE. Any Covered Person acting for, on behalf of, or in relation

to the Company, any transaction, any investment, or any other action or inaction shall be entitled

to rely upon the provisions of this Agreement and upon the advice of counsel, accountants, and

other professionals or advisors that is provided to the Company, the Board, any committee or

subcommittee thereof, or such Covered Person (acting solely in such Person’s capacity as a

Covered Person), or upon any resolution, certificate, statement, instrument, opinion, report,

notice, request, consent, order, bond, debenture, paper, document, signature, or writing

reasonably believed by such Covered Person to be genuine, including, but not limited to, any

certificate signed by an officer, agent, or representative of any Person, in order to ascertain any

fact with respect to such Person or within such Person’s knowledge, and such Covered Person

shall not have any duty or be responsible or liable to the Company or to any Member, or to any

other Person making claims on behalf of the Company (including, but not limited to, its

creditors) or any Member, for such Covered Person’s reliance thereon; provided that, in each

case, there has not been a final and non-appealable judgment entered by a court of competent

jurisdiction determining that, in respect of such reliance, and taking into account the

acknowledgments and agreements set forth in this Agreement, such Covered Person acted in bad

faith, knowingly engaged in fraud or willful misconduct (including, but not limited to, acting

beyond the scope of hissuch Person’s authority) or, in the case of a criminal matter, acted with

actual knowledge that such Covered Person’s reliance was unlawful.

(d) INDEMNIFICATION. Each Covered Person (regardless of such

Person’s capacity and regardless of whether another Covered Person is entitled to

indemnification) shall be indemnified and held harmless by the Company (but only to the extent

of the Company’s property and assets), to the fullest extent permitted under the Act, from and

against any and all damage, expense, liability, and loss (including, but not limited to, taxes,

penalties, judgments, fines, amounts paid or to be paid in settlement, costs of investigation and

preparations, and fees, expenses, and disbursements of attorneys, whether or not the dispute or

proceeding involves the Company or any Director, Officer, or Member) reasonably incurred or

suffered by such Covered Person (solely in such Person’s capacity as a Covered Person) in

connection with the Company, any transaction, any investment, or any other action or inaction;

provided that, such Covered Person shall not be so indemnified and held harmless for any

proceeding initiated by such Covered Person; and provided further that, such Covered Person

shall not be so indemnified and held harmless if there has been a final and non-appealable

judgment entered by a court of competent jurisdiction determining that, in respect of the matter

for which such Covered Person is seeking indemnification or seeking to be held harmless

hereunder, and taking into account the acknowledgments and agreements set forth in this

Agreement, such Covered Person acted in bad faith, knowingly engaged in fraud or willful

misconduct (including, but not limited to, acting beyond the scope of hissuch Person’s authority)

or, in the case of a criminal matter, acted with actual knowledge that such Covered Person’s

conduct was unlawful. The indemnification provided by this Section 5.12(d) shall be in addition

to any other rights to which a Covered Person may be entitled under any agreement, as a matter

of law or equity, or otherwise, both as to actions and inactions in such Covered Person’s capacity

as a Covered Person and as to actions and inactions in any other capacity, and shall continue as
15

to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the

heirs, executors, administrators, personal and legal representatives, successors in interest, and

permitted assigns of such Covered Person.

(e) ADVANCEMENT. Reasonable, documented expenses incurred by a

Covered Person in defending any civil, criminal, administrative, or investigative action, suit, or

proceeding referred to in Section 5.12(d) shall be paid by the Company in advance of the final

disposition of such action, suit, or proceeding; provided that, any such advance shall only be

made if the Covered Person delivers a written affirmation by such Covered Person of hissuch

Person’s good faith belief that he is entitled to indemnification under Section 5.12(d) and agrees

to repay all amounts so advanced if it shall ultimately be determined that such Covered Person is

not entitled to such indemnification.

(f) EFFECT OF AMENDMENT. Any amendment, modification, or repeal

of this Section 5.12 or any provision hereof shall be prospective only and shall not in any way

affect the limitations on duty, responsibility, and liability of the Covered Persons, or terminate,

reduce, or impair the right of any past, present, or future Covered Person, under and in

accordance with the provisions of this Section 5.12 as in effect immediately prior to such

amendment, modification, or repeal, with respect to claims arising from or relating to matters

occurring, in whole or in part, prior to such amendment, modification, or repeal, regardless of

when such claims may arise or be asserted.

5.13. INSURANCE. The Company shall (through the Company or the InitialCurrent

Member) maintain insurance (including directors’ and officers’ insurance) at levels that are

consistent with industry practice, at its expense, and the Company may maintain such insurance

to protect itself and any Covered Person, in each case against any damage, expense, liability, or

loss, whether or not the Company would have the power to indemnify such Person against such

damage, expense, liability, or loss under the Act or this Agreement.

SECTION 6

TRANSFER OF UNITS AND WITHDRAWALS OF MEMBERS

6.1. TRANSFERS. Subject to approval by the Board, any Member may Transfer all,

or any portion of, histhe Units held by such Member.

6.2. WITHDRAWAL. Subject to approval by the Board, immediately upon the

occurrence of the Withdrawal of a Member, the Member’s successor shall thereupon become a

Member.

SECTION 7

DISSOLUTION, WINDING UP, AND CANCELLATION OF THE COMPANY

7.1. EVENTS OF DISSOLUTION. The Company shall be dissolved if the Board

and the Members entitled to vote thereon determine to dissolve the Company. The Company

shall not be dissolved merely because of the bankruptcy, dissolution, Withdrawal, death, or

disability of any Member.
16

7.2. PROCEDURE FOR WINDING UP. If the Company is dissolved, the affairs of

the Company shall be wound up. Upon the winding up of the Company, the property and assets

of the Company shall be distributed, first, to creditors of the Company in satisfaction of the

liabilities of the Company, and then to the Members (or their successors in interest) in

accordance with Section 4.2.

7.3. FILING OF CERTIFICATE OF CANCELLATION. If the Company is

dissolved, a Certificate of Cancellation shall be promptly filed with Secretary of State. If there

are no remaining Members, the Certificate of Cancellation shall be filed by the last Person to be

a Member; if there are no remaining Members, or a Person who last was a Member, the

Certificate of Cancellation shall be filed by the heirs, executors, administrators, personal and

legal representatives, successors in interest, and permitted assigns of the Person who last was a

Member.

SECTION 8

ACCOUNTS, BOOKS, RECORDS, AND ACCOUNTING

8.1. BANK ACCOUNTS. All funds of the Company shall be deposited in a bank

account or accounts opened in the Company’s name. The Board shall determine the institution or

institutions at which the accounts will be opened and maintained, the types of accounts, and the

Persons who shall have authority with respect to the accounts and the funds therein. Withdrawals

from any such bank account shall be made upon such signature or signatures as the Board may

designate, and shall be made only for the purposes of the Company.

8.2. BOOKS AND RECORDS. The Board shall keep or cause to be kept complete

and accurate books and records of the Company and supporting documentation of the

transactions with respect to the conduct of the Company’s business and affairs and the ownership

and maintenance of its property and assets. The books and records shall be maintained and

reported in accordance with United States generally accepted accounting principles, consistently

applied, and all Regulatory Requirements.

8.3 ANNUAL ACCOUNTING PERIOD. The annual accounting period of the

Company shall be its taxable year. The Company’s taxable year shall be selected by the Board,

subject to the requirements and limitations of the Code.

SECTION 9

GENERAL PROVISIONS

9.1. REIMBURSEMENT OF EXPENSES. The Company shall reimburse the Initial

MemberMembers for all direct, out-of-pocket expenses incurred by or on behalf of the Company

that relate to the management and affairs of the Company and the ownership and maintenance of

its property and assets, subject to policies and procedures adopted by the Board.

9.2. NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to,

and shall not be construed to, create any right enforceable by any Person that is not a party to this
17

Agreement, including, but not limited to, any creditor of the Company or of any Member or

Participant.

9.3. AMENDMENTS. This Agreement may be amended only if such amendment is

in writing, approved by the Board, and agreed to and signed by all of the Members entitled to

vote thereon.

9.4. ASSURANCES. The Company and the Initial MemberMembers shall execute all

such certificates and other documents and shall do all such filing, recording, publishing, and

other acts necessary or advisable to comply with all Regulatory Requirements for the formation

and operation of the Company, the conduct of its affairs, and the ownership and maintenance of

its property and assets.

9.5. NOTIFICATIONS. Any notice, demand, consent, election, approval, request, or

other communication (individually, a “Notice”) required or permitted under this Agreement must

be in writing and delivered personally or sent by a nationally recognized overnight courier, by

certified or registered mail, postage prepaid, return receipt requested, or by electronic mail. A

Notice delivered personally, sent by overnight courier, or sent by certified or registered mail shall

be deemed given only when acknowledged in writing by the Person to whom it is delivered. A

Notice sent by electronic mail shall be deemed given when received. The initial addresses for

Notices to any party to this Agreement shall be set forth opposite their signatures to this

Agreement or any joinder agreement. Any Person may designate, by Notice, addresses or

substitute addresses for Notices, and, thereafter, all Notices to such Person are to be directed to

those addressees.

9.6. SPECIFIC PERFORMANCE. The parties recognize that irreparable injury will

result from a breach of any provision of this Agreement, and that money damages will be

inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach

of one or more of the provisions of this Agreement, any party who may be injured (in addition to

any other remedies that may be available to that party) shall be entitled to one or more

preliminary or permanent orders (a) restraining and enjoining any act that would constitute a

breach or (b) compelling the performance of any obligation that, if not performed, would

constitute a breach.

9.7. COMPLETE AGREEMENT. This Agreement, and the documents referred to

herein, constitute the complete and exclusive statement of the agreement among the parties

hereto with respect to the Company in their capacities as such. This Agreement supersedes all

prior written and oral statements with respect thereto, including, but not limited to, any prior

representation, statement, condition, or warranty.

9.8. APPLICABLE LAW. All questions concerning the construction, validity, and

interpretation of this Agreement and the exercise of the rights and performance of the obligations

by any Person under this Agreement shall be governed by the internal law, not the law of

conflicts, of the State of Delaware, including, but not limited to, the Act.
18

9.9. FORUM; SUBMISSION TO JURISDICTION. The parties hereby agree that

any suit, action, or proceeding seeking to enforce any provision of, or based upon any matter

arising out of or in connection with, this Agreement or the transactions contemplated hereby,

whether in contract, tort, or otherwise, shall be brought in the United States District Court for the

District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks

subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of

such courts shall have subject matter jurisdiction over such suit, action, or proceeding, and that

any such cause of action shall be deemed to have arisen from a transaction of business in the

State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such

courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding

and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or

hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court

or that any such suit, action, or proceeding that is brought in any such court has been brought in

an inconvenient form. Service of process, summons, or other document sent by registered mail,

postage prepaid, return receipt requested, to the address provided by a party pursuant to Section

9.5 shall be effective service of process for any suit, action, or other proceeding brought in any

such court.

9.10. HEADINGS. The headings herein are inserted as a matter of convenience only,

and do not define, limit, or describe the scope of this Agreement or the intent of any provision

hereof.

9.11. BINDING PROVISIONS. This Agreement is binding upon, and inures to the

benefit of, the parties hereto and their respective heirs, executors, administrators, personal and

legal representatives, successors in interest, and permitted assigns.

9.12. TERMS. Common nouns and pronouns shall be deemed to refer to the

masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context

require.

9.13. SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be

considered separable, and if, for any reason, any provision or provisions herein are determined to

be invalid and contrary to any existing or future law, such invalidity shall not impair the

operation of or affect those portions of this Agreement that are valid. On a determination by (a) a

governmental organization or agency or (b) the Company’s legal counsel that any provision is

invalid, illegal, or unenforceable with respect to any Regulatory Requirement, the Board and the

Members entitled to vote thereon shall take all actions necessary or advisable to amend this

Agreement so that the Agreement complies with all Regulatory Requirements.

9.14. COUNTERPARTS. This Agreement may be executed simultaneously in two or

more counterparts, each of which shall be deemed an original, and all of which, when taken

together, shall constitute one and the same instrument.

[Remainder of this page is intentionally left blank; signature page follows.]
19
20

IN WITNESS WHEREOF, the Company and the InitialCurrent Member have signed

this Second Amended and Restated Limited Liability Company Agreement under seal, as of the

date first set forth above.
21

EXHIBIT A

FORM OF JOINDER

THIS JOINDER to the Amended and Restated Limited Liability Company Agreement of

LedgerX LLC, by and among its members, including NYBX Inc., a Delaware corporation, and

LedgerX LLC (the “Company”), dated as of , as amended or restated from time

to time (the “LLC Agreement”), is made and entered into as of the date the Company accepts this

Joinder as set forth below, by and between the Company and the undersigned Member (the

“Holder”). Capitalized terms used in this Joinder, but not otherwise defined in it have the

meanings set forth in the LLC Agreement.

WHEREAS, on the date of this Joinder, the Holder has acquired Units, and the LLC

Agreement and the Company require the Holder, as a holder of the Units, to become a party to

the LLC Agreement, and the Holder agrees to do so in accordance with this Joinder.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Joinder

and other good and valuable consideration, the receipt and sufficiency of which are

acknowledged, the parties to this Joinder agree as follows:

1. AGREEMENT TO BE BOUND. The Holder hereby: (a) acknowledges that

it has received and reviewed a complete copy of the LLC Agreement and (b) agrees that

upon execution of this Joinder and subject to the Company’s acceptance hereof (indicated

by the Company countersigning this Joinder and delivering a copy thereof to the Holder)

and compliance with the LLC Agreement, the Holder will become a party to the LLC

Agreement and will be fully bound by, and subject to, all of the LLC Agreement’s terms is

admitted as Member for all purposes of the LLC Agreement and entitled to all the rights

incidental thereto.

2. GOVERNING LAW. Delaware law, without regard to any principle of choice

of law that would permit or require the application of the laws of any other jurisdiction,

exclusively governs this Joinder.

3. COUNTERPARTS. The parties to this Joinder may execute it in multiple

counterparts with the same effect as if all signing parties had signed the same document. All

counterparts will be construed together and constitute the same instrument.

4. DESCRIPTIVE HEADINGS. The descriptive headings of this Joinder are

inserted only for convenience and do not constitute a part of this Joinder.

IN WITNESS WHEREOF, the parties to this Joinder have executed it as of the date set

forth below the Company’s acceptance hereof.

Signature page to follow
22

MEMBERS WHO ARE NATURAL PERSONS:

(i.e., individuals)

By:

Print Name:

MEMBERS WHO ARE NOT NATURAL PERSONS:

(i.e., corporations, limited liability companies, partnerships, trusts or other entities)

Print Name of Entity:

By:

Print Name:

Print Title:

ACCEPTANCE:

Company:

LEDGERX LLC

a Delaware limited liability company

By:

Print

Name:

Print

Title:

Dated:
23

EXHIBIT B

CERTIFICATE OF FORMATION

(attached)

Current Member:

M 7 HOLDINGS, LLC

By:

Name:

Title:
24

Limited Liability

Company Percentage

Name Interest

M 7 Holdings, LLC 7 Roszel Road, Suite 1A

Princeton, NJ 08540

Mailing Address

1,000,000

EXHIBIT CA

LEDGERX LLC RULES

(attached)

Current Member

100%

Number of

Units
25

EXHIBIT DB

INITIAL CAPITAL CONTRIBUTION

Initial Contribution of Initial Member - $100.00
26

EXHIBIT E

MATTERS THAT MUST BE APPROVED BY THE MEMBERS

The taking of the action set forth below shall require approval by the vote of the Members

entitled to vote thereon:

(1) any acquisition or disposition of a significant business or a business division, line,

or subsidiary of the Company from or to any Person, whether by asset purchase, stock purchase,

merger, or other business combination;

(2) means any (a) sale, transfer, or other disposition of Company assets in any

transaction or series of related transactions pursuant to which a Third Party acquires ownership

of all or substantially all of the Company’s assets; or (b) change in ownership of the Company

effected by sale, recapitalization, merger, reorganization, share exchange or other capital

transaction as a result of which a Third Party acquires ownership of equity interests in the

Company which, together with any interests in the Company theretofore held by such Third

Party, gives such Third Party, directly or indirectly, more than fifty percent (50%) of the total fair

market value of the equity interests in the Company or more than fifty percent (50%) of the total

voting power of the equity interests in the Company;

(3) any transaction, agreement, or action on behalf of the Company that is unrelated

to the Company operating an exchange anda swap execution facility, derivatives clearing

organization and designated contract market registered with the CFTC for crypto currency

derivatives, or that would make it impossible to carry out such operating of such exchange and

clearing organizationoperations;

(4) any (a) merger of the Company with and into, or the conversion of the Company

into, an entity which is a “C” corporation, with such “C” corporation being the surviving

corporation and the Units being converted into shares of common stock in such “C” corporation;

(b) exchange of Units for shares of common stock in a “C” corporation; or (c) other transaction

pursuant to which the Units are exchanged or converted into shares of common stock in a “C”

corporation;

(5) any private or public offer or sale of debt securities or Units other than to the

Initial Member or pursuant to the Board’s grant of Incentive Units;

(6) any amendment to the Agreement, including, but not limited to, any change in the

number of Directors, other than to add new Members who are granted only Incentive Units;

(7) any Company (a) assignment for the benefit of creditors; (b) application for, or

seeking, consenting to, or acquiescing in the appointment of, a receiver, custodian, trustee,

examiner, liquidator, or similar official for the Company or any of its property or assets; (c)

institution of any proceeding seeking an order for relief under the federal bankruptcy laws or

seeking to adjudicate the Company bankrupt or insolvent, or seeking dissolution, winding up,
CONFIDENTIAL

27

liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any

law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or failure to file an

answer or other pleading denying the material allegations of any such proceeding filed against it;

(d) action to authorize or effect any of the foregoing actions; or (e) failure to contest in good faith

any appointment or proceeding described above;

(8) any transaction with any member of the Board, Officer or employee of the

Company or any “associate” (as defined in Rule 12b-2 promulgated under the Securities

Exchange Act of 1934, as amended) of any such person, except transactions made in the ordinary

course of business or pursuant to reasonable requirements of the Company’s business and upon

fair and reasonable terms; and

(9) any hiring, firing, or material increase in the compensation or benefits of any key

management personnel of the Company, including approving any equity compensation plans or

material amendments thereto.
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2400
1110 Brickell Avenue

Suite 430k-200

Miami, FL 33131

www.ledgerx.com

4

APPENDIX B
SECOND AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY AGREEMENT

OF 

LEDGERX LLC

This Second Amended and Restated Limited Liability Company Agreement (as amended, 

restated or otherwise modified, this “Agreement”) of LedgerX LLC (the “Company”) between the 

Company and M 7 Holdings, LLC, a Delaware limited liability company (the “Current Member”), 

is entered into as of July ____, 2023, pursuant to the provisions of the Delaware Limited Liability 

Company Act (6 Del. C. Sections 18-101, et seq.) (as amended from time to time, the “Act”), on 

the following terms and conditions that appear below. This Agreement amends and restates in its 

entirety the Amended and Restated Limited Liability Company Agreement of the Company dated 

September 29, 2014.

SECTION 1 

DEFINED TERMS

The following capitalized terms used in this Agreement shall have the meanings specified 

in this Section 1. Other terms used in this Agreement are defined in the Rules, and those terms 

shall have the meanings respectively ascribed to them therein.

“Act” has the meaning set forth in the Preamble. 

“Agreement” has the meaning set forth in the Preamble. 

“Board” has the meaning set forth in Section 5.1.

“Capital Transaction” means any transaction not in the ordinary course of business which 

results in the Company's receipt of cash or other consideration other than Capital Contributions, 

including, without limitation, proceeds of sales or exchanges or other dispositions of assets not in 

the ordinary course of business, the financing or refinancing of Company property, condemnation 

of Company assets and recovery of substantial amounts of insurance proceeds from casualty loss.

“Certificate” has the meaning set forth in Section 2.1.

“CFTC” means the U.S. Commodity Futures Trading Commission or any successor 

thereto with similar regulatory authority over the Company and its business, activity, property, or 

assets.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding 

provision of any succeeding law.

“Company” has the meaning set forth in the Preamble.

“Covered Person” means any current or former Member, Director, or Officer and, with 

respect to each such Person, such Person’s affiliates, officers, directors, liquidators, partners, 
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stockholders, managers, members, employees, heirs, executors, administrators, personal and legal 

representatives, successors in interest, and permitted assigns.

“Current Member” has the meaning set forth in the Preamble.

“Director” has the meaning set forth in Section 5.1.

“Member” means the Current Member and each Person who becomes a party to this 

Agreement by signing a joinder agreement as a holder of a Unit.

“Membership Rights” means all of the rights of a Member, including, but not limited to, 

a Member’s: (a) Units; (b) right to inspect the Company’s books and records; and (c) right to 

participate in the management of and vote on matters coming before the Members entitled to vote 

thereon as provided in this Agreement.

“Net Capital Proceeds” means the proceeds from a Capital Transaction reduced by (i) 

expenditures incurred to effect the Capital Transaction, (ii) expenditures for the recovery, repair, 

restoration or replacement of any asset damaged or disposed of in the Capital Transaction, (iii) 

amounts paid on any loans or other obligations of the Company that became due, or that the Board 

deems it appropriate to pay, as the result of the Capital Transaction, and (iv) such reserves for 

capital improvements and/or replacements or repairs and/or to meet anticipated expenses as the 

Board deems to be reasonably necessary for the efficient conduct of the Company’s business.

“Net Cash Flow” means, at any time, all cash funds or other liquid assets of the Company 

derived from operations, without reduction for any non-cash charges, but reduced by funds used 

to pay current operating expenses and to pay or increase reserves for future expenses, debt service, 

capital improvements and replacements, in each case as determined by the Board to be appropriate. 

Net Cash Flow shall be increased by any reduction of previously established reserves. Net Cash 

Flow shall not include Net Capital Proceeds.

“Notice” has the meaning set forth in Section 9.5. 

“Officers” has the meaning set forth in Section 5.10.

“Person” means any natural person, general partnership, limited partnership, joint venture, 

corporation, limited liability company, trust, estate, sole proprietorship, unincorporated 

association, employee organization, mutual company, joint stock company, firm, institution, 

governmental organization or agency, or other entity.

“Public Director” has the meaning set forth in Section 5.3(a).

“Regulatory Requirements” means any applicable law (including, but not limited to, the 

Act), rules, regulations, or other requirements imposed by any governmental organization or 

agency that has authority or jurisdiction over the Company or its business, activities, property, or 

assets, including, but not limited to, the CFTC.
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“Rules” has the meaning set forth in Section 2.10. 

“Secretary of State” has the meaning set forth in Section 2.1.

“Third Party” means any Person, or group of Persons acting as a group, in which the thencurrent equity owners of the Company, their family members and/or affiliates of such equity 

owners and/or family members do not, directly or indirectly, (i) own more than fifty percent (50%) 

of the value of equity interests or (ii) have the right to exercise voting control.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, 

assignment, attachment, or other transfer, and when used as a verb, means voluntarily to sell, 

hypothecate, pledge, assign, or otherwise transfer.

“Units” mean the membership interests in the Company, representing all rights and duties 

of a Member of the Company, including the right to a distributive share of the capital, profits and 

losses of the Company, and the right to receive distributions from the Company, subject to all the 

provisions of this Agreement and the Act. 

“Withdrawal” means a Member’s dissociation from the Company as such by any means; 

provided that the bankruptcy or insolvency of a Member shall not automatically constitute a 

Withdrawal.

SECTION 2

FORMATION, NAME, PURPOSE, TERM, AND OFFICE

2.1. FORMATION. The Company has been formed as a limited liability company (and 

not a partnership) pursuant to the provisions of the Act by the filing of a Certificate of Formation 

of the Company (the “Certificate”) with Secretary of State of the State of Delaware (the “Secretary 

of State”) on April 8, 2014.

2.2. NAME OF THE COMPANY. The name of the Company shall be “LedgerX 

LLC”. The Company may do business and conduct its activities under that name, and under any 

other name or names which the Board may, subject to Regulatory Requirements, determine. If the 

Company does business or conducts activities under a name other than that set forth in the 

Certificate, then the Company shall file a trade name certificate as required by Regulatory 

Requirements. The Company shall hold all of its property and assets in the name of the Company 

and not in the name of any Member.

2.3. PURPOSE. The purpose of the Company shall be to engage in any lawful business 

or other activities for which a limited liability company may be organized under the Act, including, 

but not limited to, the operation of an exchange and clearing organization registered with the CFTC 

for crypto currency derivatives, and to do any and all acts and things that may be necessary or 

convenient to the foregoing, including, but not limited to, the promotion and conduct of the 

business and activities of the Company or the ownership and maintenance of its property and 

assets.
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2.4. POWERS. The Company shall possess and may exercise all of the powers and 

privileges granted by the Act, all other Regulatory Requirements, and this Agreement, together 

with any powers incidental thereto, so far as such powers and privileges are necessary or 

convenient to the business, activities, property, or assets of the Company.

2.5. TERM. The duration of the Company shall be perpetual, unless its existence is 

terminated pursuant to Section 7 of this Agreement.

2.6. PRINCIPAL OFFICE. The principal office of the Company shall be at such 

location as may be designated by the Board from time to time.

2.7. REGISTERED OFFICE; REGISTERED AGENT. The registered office of the 

Company required by the LLC Act to be maintained in the State of Delaware shall be 1209 Orange 

Street in the City of Wilmington, County of New Castle, ZIP Code 19801 or such other office as 

the Board of Directors may designate from time to time. The registered agent for the Company 

shall be The Corporation Trust Company or such other registered agent as the Board of Directors 

may designate from time to time.

2.8. QUALIFICATION.

(a) QUALIFICATION WITH DELAWARE. The Certificate has been filed 

in the office of the Secretary of State in accordance with the provisions of the Act. The Company 

shall take any and all other actions reasonably necessary to perfect and maintain the status of the 

Company under the laws of the State of Delaware. The Company shall prepare and file 

amendments to the Certificate whenever required by the Act.

(b) QUALIFICATION WITH OTHER JURISDICTIONS AND 

AGENCIES. The Company shall execute and file such forms or certificates and take any and all 

other actions as may be reasonably necessary or advisable to perfect and maintain the status of the 

Company under the Regulatory Requirements of any other states, jurisdictions, or governmental 

organizations or agencies with authority or jurisdiction over the Company or its business, 

activities, property, or assets.

2.9 RESERVATION OF OTHER BUSINESS AND OPPORTUNITIES. Except 

and solely to the extent that any business or other opportunities of any Member are actually 

exploited by the Company, no business or other opportunities of a Member shall be deemed the 

property of the Company. A Member may engage in or possess an interest in any business or other 

opportunity, independently or with others, of any nature or description, even if such business or 

other opportunity is in direct competition with the business or activities of the Company, and the 

Company shall have no rights by virtue hereof in or to such other business or other opportunity, 

or to the income or profits derived therefrom.

2.10 THE RULES. In addition to the terms and conditions of this Agreement, the 

operation and management of the business and affairs of the Company, the conduct of its activities, 

and the ownership and maintenance of its property and assets shall be subject to the Rules of 

LedgerX LLC as in effect from time to time (the “Rules”). To the extent there is any conflict 
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between the Rules and this Agreement, the Agreement shall govern with respect to the subject 

matter hereof.

SECTION 3

MEMBERS, CAPITAL, AND LOANS

3.1. MEMBERSHIP.

(a) CURRENT MEMBER; UNITS. The name, business address, and Units 

of the Current Member are set forth on Exhibit A to this Agreement.

(b) RESTRICTION ON OWNERSHIP. Membership in the Company shall 

be restricted or conditioned to the extent required by the Rules or Regulatory Requirements from 

time to time.

(c) ADDITIONAL MEMBERS; VOTING INTERESTS. Additional 

Members may be admitted to the Company upon signing a joinder agreement to this Agreement 

on such terms and conditions as may be approved by the Board and, as applicable, the Members. 

Unless named in this Agreement or admitted to the Company as a Member as provided herein, no 

Person shall be considered a Member. The Company shall not be required to deal with any other 

Person by reason of an assignment of a Unit by a Member or by reason of the bankruptcy of a 

Member, except as otherwise provided in this Agreement or the Act. The Units of the Member 

shall be voting interests.

3.2. CAPITAL CONTRIBUTIONS. Any Member may make capital contributions to 

the Company at any time as determined and approved by the Board. No interest shall accrue on 

any contribution, and no Member shall have any right to withdraw or be repaid any contribution 

except as provided herein. The provisions of this Agreement are intended to benefit the Members 

and, to the fullest extent permitted by Regulatory Requirements, shall not be construed as 

conferring any benefit upon any creditor of the Company (and no such creditor of the Company 

shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or 

obligation to any creditor of the Company, including, but not limited to, making any contribution 

to the Company or responding to any call for capital, pursuant to this Agreement.

3.3. LOANS TO AND BUSINESS WITH THE COMPANY. Except as provided in 

Regulatory Requirements, any Member may, at any time, make or cause a loan to be made to, or 

assume one or more obligations of, provide collateral for, or transact other business or activities 

with, the Company in any amount and upon any terms which the Board and the Member may 

agree, and such Member shall have the same rights and obligations with respect to any such matter

as a Person who is not a Member.

SECTION 4 

DISTRIBUTIONS

4.1 NET CASH FLOW. From time to time as it determines to be appropriate, the 

Board shall determine whether there is any Net Cash Flow available for distribution. If the Board 
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determines that Net Cash Flow is available for distribution, it shall cause the Company to distribute 

such Net Cash Flow among the Members in proportion to their relative ownership of Units.

4.2 NET CAPITAL PROCEEDS. Within a reasonable time after the occurrence of a 

Capital Transaction, the Board shall determine the amount of Net Capital Proceeds available for 

distribution, if any, and shall distribute Net Capital Proceeds in the following manner and/or order 

of priority:

(i) First, to the extent that the Capital Account balances of the Members are 

not in proportion to their relative ownership of Units, funds shall be distributed to those Members 

with Capital Account balances that are proportionately higher than their relative ownership of 

Units, in portion to such excess Capital Account balances, until all Capital Account balances have 

been brought into proportion with the Members’ relative ownership of Units; and

(ii) Thereafter, funds shall be distributed among the Members in proportion to 

their relative ownership of Units.

4.3 LIMITATION ON DISTRIBUTIONS. Notwithstanding any provision to the 

contrary contained in this Agreement, the Company shall not make any distribution to any Member 

unless, after the distribution is made, the assets of the Company are in excess of the liabilities of 

the Company and such distribution would not violate this Agreement or Regulatory Requirements.

SECTION 5

MANAGEMENT POWERS AND AUTHORITY, DUTIES, AND LIABILITIES

5.1. ESTABLISHMENT OF THE BOARD. The board of directors of the Company 

(the “Board”) is hereby established and shall be composed of natural Persons (each such Person, 

a “Director”) who shall be elected or appointed in accordance with the provisions of this Section 

5 and the Act. 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 and authority for, on behalf of, and in the name of the Company to take such 

actions as it may deem necessary or advisable to carry out any and all of the purposes of the 

Company, subject only to the terms of this Agreement (including, but not limited to, the matters 

that must be approved by a vote of the Members as set forth in Exhibit B) and the Act.

5.2. QUALIFICATIONS OF ALL DIRECTORS. Each Person elected or appointed 

a Director, prior to serving on the Board, shall certify in writing to the Company that he (a) is not 

subject to a statutory disqualification under Section 8a(2) of the Commodity Exchange Act, as 

amended, (b) does not have a history of disciplinary offenses as defined in CFTC Regulation 

1.63(a)(6), and (c) meets the other qualifications set forth in Rule 2.4 of the Rules.

5.3. BOARD COMPOSITION; VACANCIES.

(a) BOARD COMPOSITION. The Directors shall be elected by the 

Members. Each Director shall hold office until such Director’s successor is elected or appointed 

and qualified or until the earlier death, resignation, or removal of such Director. The Board and 
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the Members shall take such actions as may be required to ensure that the number of Directors 

constituting the Board is at all times at least five (as such number shall be determined by the Board, 

from time to time), which shall include natural Persons who are Public Directors in at least the 

number and percentage required by the Rules or Regulatory Requirements. For purposes of this 

Agreement, a “Public Director” means any Director who has been found by the Board, which 

finding shall be reflected in the Company’s records, to have no Material Relationship (as defined 

in the Rules) with the Company, and otherwise meets Regulatory Requirements. The Board shall 

elect a Director to serve as Chairman of the Board, who need not be a Public Director.

(b) VACANCIES. In the event that a vacancy is created on the Board at any 

time due to the death, disability, retirement, resignation, or removal of a Director, then the Board 

(by action of the remaining Directors (even if less than a quorum)) or the Members shall appoint 

a natural Person to fill the vacancy (subject to the other provisions of this Section 5). If the vacancy 

is for a seat filled by a Public Director, the Board or the Members, as applicable, shall appoint a 

natural Person that satisfies the definition of Public Director.

5.4. RESIGNATION; REMOVAL.

(a) RESIGNATION. A Director may resign at any time from the Board by 

delivering a written resignation to the Board. Any such resignation shall be effective upon receipt 

thereof unless it is specified to be effective at some other time or upon the occurrence of some 

other event. The Board’s acceptance of a resignation shall not be necessary to make it effective.

(b) REMOVAL. A Director may be removed at any time from the Board, with 

or without cause, by vote of a majority of the Directors then in office or by the Members .

5.5. MEETINGS.

(a) GENERALLY. The Board shall meet at such time and at such place as the 

Board may designate. Meetings of the Board may be held either in person, at the offices of the 

Company or such other place (either within or outside the State of Delaware) as may be determined 

from time to time by the Board, or by means of telephone, video conference, or other 

communications device that permits all Directors and other Persons participating in the meeting to 

hear each other, and a Director’s participation in a meeting by such means shall constitute 

attendance in person at such meeting. Except as provided in Section 5.5(b), written notice of each 

meeting of the Board shall be given to each Director at least 24 hours prior to such meeting.

(b) SPECIAL MEETINGS. Special meetings of the Board shall be held on 

the call of the Chairman of the Board, the Chief Executive Officer, or any two Directors upon at 

least five days’ written notice (if the meeting is to be held in person) or upon 24 hours’ written 

notice (if the meeting is to be held by telephone, video conference, or other communication device) 

to the Directors, or upon such shorter notice as may be approved by all of the Directors then in 

office or is practicable in the case of an Emergency (as defined in the Rules).

(c) ATTENDANCE AND WAIVER OF NOTICE. Any Director may waive 

notice as to such Director. Attendance by a Director at any meeting shall constitute a waiver of 
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notice of such meeting, except where a Director attends a meeting solely for the express purpose 

of objecting to the transaction of any business on the ground that the meeting is not lawfully called 

or convened. Neither the business to be transacted at, nor the purpose of, any regular or special 

meeting of the Board need be specified in the notice or waiver of notice of such meeting.

5.6. QUORUM; MANNER OF ACTING.

(a) QUORUM. A majority of the Directors serving on the Board, including at 

least one Public Director, shall constitute a quorum for the transaction of business of the Board. 

At all times when the Board is conducting business at a meeting of the Board, a quorum of the 

Board must be present at such meeting. If a quorum shall not be present at any meeting of the 

Board, then the Directors present at the meeting may adjourn the meeting from time to time, 

without notice other than announcement at the meeting, until a quorum shall be present.

(b) BINDING ACT. Each Director shall have one vote on all matters submitted 

to the Board (or any committee or subcommittee of the Board of which he is a member). With 

respect to any matter before the Board (or any committee or subcommittee), the act of a majority 

of the Directors constituting a quorum shall be the act of the Board (or committee or 

subcommittee).

5.7. ACTION BY WRITTEN CONSENT. Notwithstanding anything herein to the 

contrary, any action of the Board (or any committee or subcommittee of the Board) may be taken 

without a meeting and without notice if there is a written consent of all of the Directors on the 

Board (or committee or subcommittee) approving such action. Such consent shall have the same 

force and effect as a vote at a meeting where a quorum was present and may be stated as such in 

any document or instrument filed with the Secretary of State or any other Person.

5.8. COMPENSATION; NO EMPLOYMENT RIGHTS; POWER OF 

DIRECTORS.

(a) COMPENSATION. Each Director shall be compensated for service on the 

Board (and any committee or subcommittee of the Board), and shall be reimbursed for reasonable 

out-of-pocket expenses incurred in the performance of such Person’s duties as a Director, pursuant 

to such policies as from time to time established by the Board. Nothing contained in this Section 

5.8 shall be construed to preclude any Director from serving the Company in any other capacity 

and receiving reasonable compensation for such services.

(b) NO EMPLOYMENT RIGHTS. This Agreement does not, and is not 

intended to, confer upon any Director any rights with respect to employment or other retention by 

the Company, and nothing herein shall be construed to have created any employment or other 

agreement with any Director.

(c) POWER OF DIRECTORS. Except as otherwise specifically provided by 

this Agreement or required by the Rules or Regulatory Requirements, no Director, in such Person’s 

capacity as a Director, shall have the power to act for or on behalf of, or to bind, the Company 

without prior authorization of the Board.
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5.9. BOARD AND OTHER COMMITTEES AND SUBCOMMITTEES.

(a) ESTABLISHMENT AND POWER. The Board may create, appoint 

Directors to serve on, and delegate powers to committees and subcommittees. In no event may the 

Board delegate to any committee or subcommittee all of the power and authority of the Board. 

Subject to the immediately preceding sentence, any committee or subcommittee, to the extent 

provided in the Board resolution forming such committee or subcommittee, shall have and may 

exercise the power and authority of the Board, subject to the limitations set forth in Section 5.9(d). 

The Board may dissolve any committee or subcommittee or remove any member of a committee 

or subcommittee at any time, subject to the other requirements of this Agreement, the Rules, and 

Regulatory Requirements. Each committee or subcommittee shall have a written charter and shall 

assist in the supervision of the business and affairs of the Company within its particular area of 

responsibility, subject to the authority of the Board. The Board shall designate the chairman of 

each committee or subcommittee. Subject to the authority of the Board and this Agreement, each 

committee or subcommittee shall determine the manner and form in which its proceedings shall 

be conducted. A majority of the Directors serving on a committee or subcommittee, including 

where applicable at least one Public Director, shall constitute a quorum for the transaction of 

business of such committee or subcommittee. The Board has the authority to change or overrule 

the decisions of any committee or subcommittee.

(b) REQUIRED COMMITTEES. In accordance with the Rules, there shall 

be a Regulatory Oversight Committee, a Risk Management Committee, a Participant Committee, 

a Nominating Committee, a Disciplinary Panel and an Appeals Committee. Each such committee 

shall include the number and percentage of Public Directors as required by the Rules.

(c) ADDITIONAL COMMITTEES. The Board may create, appoint 

Directors to serve on, and delegate powers to one or more additional committees, including, but 

not limited to, an Executive Committee, each of which shall be composed of one or more Directors; 

provided that, if an Executive Committee is formed pursuant to this Section 5.9(c), such committee 

shall consist of at least 35% Public Directors and at least two Public Directors.

(d) LIMITATION OF AUTHORITY. No committee or subcommittee of the 

Board shall have the authority of the Board in reference to:

(i) authorizing or making distributions to the Members;

(ii) authorizing the issuance of any Units;

(iii) approving a plan of merger or sale of the Company or of all or 

substantially all of its assets and property;

(iv) recommending to the Members a voluntary dissolution, winding up, 

or cancellation of the Company or a revocation thereof;

(v) removing Directors or filling vacancies on the Board;
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(vi) creating, appointing Directors to serve on, or delegating powers to 

any committees or subcommittees of the Board; or

(vii) amending or repealing this Agreement, or any resolution of the 

Board that by its terms provides that it shall not be so amendable or repealable.

5.10. OFFICERS. The Board shall appoint such natural Persons as officers of the 

Company (the “Officers”) as it deems necessary or advisable to carry on the business and affairs 

of the Company, and the Board may delegate to such Officers such power and authority and duties 

as the Board deems necessary or advisable or as required by the Rules or Regulatory Requirements. 

No Officer need be a Member or a Director. The Company shall have a Chief Executive Officer, 

a Chief Regulatory Officer, a Chief Compliance Officer and a Chief Risk Officer. The duties of 

the Chief Compliance Officer and the Chief Risk Officer shall be consistent with the Rules and 

Regulatory Requirements. A Person may hold two or more offices of the Company, provided, that, 

the Chief Risk Officer and Chief Compliance Officer offices may not be held by the same Person. 

Each Officer shall hold office until a successor is designated by the Board or until the earlier death, 

resignation, or removal of such Officer. Any Officer may resign at any time upon written notice 

to the Board. Any Officer may be removed by the Board, with or without cause, at any time, but 

any such removal shall be without prejudice to the contractual rights of such Officer, if any, to 

receive any specified compensation or benefits. A vacancy in any office occurring because of 

death, resignation, removal, or otherwise may be filled by the Board. Each Officer shall be 

compensated for his service and shall be reimbursed for his reasonable out-of-pocket expenses 

incurred in the performance of his duties, pursuant to such policies as from time to time established 

by the Board.

5.11. INTERESTS TO CONSIDER; FIDUCIARY DUTIES.

(a) INTERESTS TO CONSIDER. Each of the Members, as well as the 

Company, hereby acknowledges and agrees that, whenever a Covered Person is permitted or 

required to act or refrain from acting, or to make any other decision (solely in such Person’s 

capacity as a Covered Person) pursuant to any power or authority of such Person under this 

Agreement or the Act, such Person shall make such decision in a manner which such Person 

believes to be in the best interests of the Company and its Members.

(b) FIDUCIARY DUTIES. The provisions of this Agreement, including, but 

not limited to, the extent that they restrict or eliminate the duties, responsibilities, and liabilities of 

a Covered Person (acting solely in such Person’s capacity as a Covered Person) otherwise existing 

at law or in equity, are hereby acknowledged and agreed by the Members, as well as the Company, 

to replace, to the fullest extent permitted by law and equity, such other duties, responsibilities, and 

liabilities of such Covered Person. This Agreement is not intended to, and does not, create or 

impose on any Covered Person any duty, responsibility, or liability, including, but not limited to, 

any fiduciary duty, other than those expressly set forth herein. For the avoidance of doubt, each of 

the Members, as well as the Company, hereby acknowledges and agrees that he waives any all 

fiduciary and other duties existing at law or in equity that, absent such waiver, may be implied 

under the Act, and in doing so, hereby acknowledges and agrees that the duties, responsibilities, 
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and liabilities of each Covered Person (solely in such Person’s capacity as a Covered Person) to 

the Company and the Members are only as expressly set forth in this Agreement.

5.12. LIMITATION OF DUTIES AND LIABILITIES; DELEGATION; 

RELIANCE; INDEMNIFICATION; ADVANCEMENT; EFFECT OF AMENDMENT.

(a) LIMITATION OF DUTIES AND LIABILITIES. Except as otherwise 

provided in the Act, to the fullest extent permitted by law no Covered Person (solely in such 

Person’s capacity as a Covered Person) shall have any duty or be responsible or liable to the 

Company or any Member, or to any other Person making claims on behalf of the Company 

(including, but not limited to, its creditors) or any Member, for any damages, expenses, liabilities, 

or losses as a result of any act or omission (in relation to the Company, any transaction, any 

investment, or any other action or inaction, including, but not limited to, for breach of contract, 

tort (including negligence), strict liability, violation of any applicable legal or equitable principle, 

or breach of duties (including fiduciary duties)), taken or omitted by the Covered Person, unless 

there has been a final and non-appealable judgment entered by a court of competent jurisdiction 

determining that, in respect of such act or omission, and taking into account the acknowledgments 

and agreements set forth in this Agreement, such Covered Person acted in bad faith, knowingly 

engaged in fraud or willful misconduct (including, but not limited to, acting beyond the scope of 

its or such Person’s authority) or, in the case of a criminal matter, acted with actual knowledge 

that such Covered Person’s conduct was unlawful.

(b) DELEGATION. Subject to its duties and responsibilities as set forth in this 

Agreement, the Rules, and Regulatory Requirements, the Board may exercise any of the powers 

and authority granted to it by this Agreement and perform any of the duties and responsibilities 

imposed upon it hereunder either directly or by or through its committees, subcommittees, and 

agents, and neither the Board nor any Covered Person (acting solely in such Person’s capacity as 

a Covered Person) shall have any duty or be responsible or liable to the Company or any Member, 

or to any other Person making claims on behalf of the Company (including, but not limited to, its 

creditors) or any Member, for any mistake, action, inaction, misconduct, negligence, fraud, or bad 

faith on the part of any such committee, subcommittee, or agent appointed by the Board unless, 

with respect to an individual Covered Person only, there has been a final and non-appealable 

judgment entered by a court of competent jurisdiction determining that, in respect of such 

delegation, and taking into account the acknowledgments and agreements set forth in this 

Agreement, such Covered Person had actual knowledge that such committee, subcommittee, or 

agent was acting in bad faith, knowingly engaging in fraud or willful misconduct (including, but 

not limited to, acting beyond the scope of its or such Person’s authority) or, in the case of a criminal 

matter, acting with actual knowledge that its or such Person’s conduct was unlawful.

(c) RELIANCE. Any Covered Person acting for, on behalf of, or in relation to 

the Company, any transaction, any investment, or any other action or inaction shall be entitled to 

rely upon the provisions of this Agreement and upon the advice of counsel, accountants, and other 

professionals or advisors that is provided to the Company, the Board, any committee or 

subcommittee thereof, or such Covered Person (acting solely in such Person’s capacity as a 

Covered Person), or upon any resolution, certificate, statement, instrument, opinion, report, notice, 

request, consent, order, bond, debenture, paper, document, signature, or writing reasonably 
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believed by such Covered Person to be genuine, including, but not limited to, any certificate signed 

by an officer, agent, or representative of any Person, in order to ascertain any fact with respect to 

such Person or within such Person’s knowledge, and such Covered Person shall not have any duty 

or be responsible or liable to the Company or to any Member, or to any other Person making claims 

on behalf of the Company (including, but not limited to, its creditors) or any Member, for such 

Covered Person’s reliance thereon; provided that, in each case, there has not been a final and nonappealable judgment entered by a court of competent jurisdiction determining that, in respect of 

such reliance, and taking into account the acknowledgments and agreements set forth in this 

Agreement, such Covered Person acted in bad faith, knowingly engaged in fraud or willful 

misconduct (including, but not limited to, acting beyond the scope of such Person’s authority) or, 

in the case of a criminal matter, acted with actual knowledge that such Covered Person’s reliance 

was unlawful.

(d) INDEMNIFICATION. Each Covered Person (regardless of such Person’s 

capacity and regardless of whether another Covered Person is entitled to indemnification) shall be 

indemnified and held harmless by the Company (but only to the extent of the Company’s property 

and assets), to the fullest extent permitted under the Act, from and against any and all damage, 

expense, liability, and loss (including, but not limited to, taxes, penalties, judgments, fines, 

amounts paid or to be paid in settlement, costs of investigation and preparations, and fees, 

expenses, and disbursements of attorneys, whether or not the dispute or proceeding involves the 

Company or any Director, Officer, or Member) reasonably incurred or suffered by such Covered 

Person (solely in such Person’s capacity as a Covered Person) in connection with the Company, 

any transaction, any investment, or any other action or inaction; provided that, such Covered 

Person shall not be so indemnified and held harmless for any proceeding initiated by such Covered 

Person; and provided further that, such Covered Person shall not be so indemnified and held 

harmless if there has been a final and non-appealable judgment entered by a court of competent 

jurisdiction determining that, in respect of the matter for which such Covered Person is seeking 

indemnification or seeking to be held harmless hereunder, and taking into account the 

acknowledgments and agreements set forth in this Agreement, such Covered Person acted in bad 

faith, knowingly engaged in fraud or willful misconduct (including, but not limited to, acting 

beyond the scope of such Person’s authority) or, in the case of a criminal matter, acted with actual 

knowledge that such Covered Person’s conduct was unlawful. The indemnification provided by 

this Section 5.12(d) shall be in addition to any other rights to which a Covered Person may be 

entitled under any agreement, as a matter of law or equity, or otherwise, both as to actions and 

inactions in such Covered Person’s capacity as a Covered Person and as to actions and inactions 

in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such 

capacity and shall inure to the benefit of the heirs, executors, administrators, personal and legal 

representatives, successors in interest, and permitted assigns of such Covered Person.

(e) ADVANCEMENT. Reasonable, documented expenses incurred by a 

Covered Person in defending any civil, criminal, administrative, or investigative action, suit, or 

proceeding referred to in Section 5.12(d) shall be paid by the Company in advance of the final 

disposition of such action, suit, or proceeding; provided that, any such advance shall only be made 

if the Covered Person delivers a written affirmation by such Covered Person of such Person’s good 

faith belief that he is entitled to indemnification under Section 5.12(d) and agrees to repay all
13

amounts so advanced if it shall ultimately be determined that such Covered Person is not entitled 

to such indemnification.

(f) EFFECT OF AMENDMENT. Any amendment, modification, or repeal 

of this Section 5.12 or any provision hereof shall be prospective only and shall not in any way 

affect the limitations on duty, responsibility, and liability of the Covered Persons, or terminate, 

reduce, or impair the right of any past, present, or future Covered Person, under and in accordance 

with the provisions of this Section 5.12 as in effect immediately prior to such amendment, 

modification, or repeal, with respect to claims arising from or relating to matters occurring, in 

whole or in part, prior to such amendment, modification, or repeal, regardless of when such claims

may arise or be asserted.

5.13. INSURANCE. The Company shall (through the Company or the Current Member) 

maintain insurance (including directors’ and officers’ insurance) at levels that are consistent with 

industry practice, at its expense, and the Company may maintain such insurance to protect itself 

and any Covered Person, in each case against any damage, expense, liability, or loss, whether or 

not the Company would have the power to indemnify such Person against such damage, expense, 

liability, or loss under the Act or this Agreement.

SECTION 6

TRANSFER OF UNITS AND WITHDRAWALS OF MEMBERS

6.1. TRANSFERS. Subject to approval by the Board, any Member may Transfer all, 

or any portion of, the Units held by such Member.

6.2. WITHDRAWAL. Subject to approval by the Board, immediately upon the 

occurrence of the Withdrawal of a Member, the Member’s successor shall thereupon become a 

Member.

SECTION 7

DISSOLUTION, WINDING UP, AND CANCELLATION OF THE COMPANY

7.1. EVENTS OF DISSOLUTION. The Company shall be dissolved if the Board and 

the Members determine to dissolve the Company. The Company shall not be dissolved merely 

because of the bankruptcy, dissolution, Withdrawal, death, or disability of any Member.

7.2. PROCEDURE FOR WINDING UP. If the Company is dissolved, the affairs of 

the Company shall be wound up. Upon the winding up of the Company, the property and assets of 

the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities 

of the Company, and then to the Members (or their successors in interest) in accordance with 

Section 4.2.

7.3. FILING OF CERTIFICATE OF CANCELLATION. If the Company is 

dissolved, a Certificate of Cancellation shall be promptly filed with Secretary of State. If there are 

no remaining Members, the Certificate of Cancellation shall be filed by the last Person to be a 

Member; if there are no remaining Members, or a Person who last was a Member, the Certificate 
14

of Cancellation shall be filed by the heirs, executors, administrators, personal and legal 

representatives, successors in interest, and permitted assigns of the Person who last was a Member.

SECTION 8

ACCOUNTS, BOOKS, RECORDS, AND ACCOUNTING

8.1. BANK ACCOUNTS. All funds of the Company shall be deposited in a bank 

account or accounts opened in the Company’s name. The Board shall determine the institution or 

institutions at which the accounts will be opened and maintained, the types of accounts, and the 

Persons who shall have authority with respect to the accounts and the funds therein. Withdrawals 

from any such bank account shall be made upon such signature or signatures as the Board may 

designate, and shall be made only for the purposes of the Company.

8.2. BOOKS AND RECORDS. The Board shall keep or cause to be kept complete and 

accurate books and records of the Company and supporting documentation of the transactions with 

respect to the conduct of the Company’s business and affairs and the ownership and maintenance 

of its property and assets. The books and records shall be maintained and reported in accordance 

with United States generally accepted accounting principles, consistently applied, and all 

Regulatory Requirements.

8.3 ANNUAL ACCOUNTING PERIOD. The annual accounting period of the 

Company shall be its taxable year. The Company’s taxable year shall be selected by the Board, 

subject to the requirements and limitations of the Code.

SECTION 9

GENERAL PROVISIONS

9.1. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Members

for all direct, out-of-pocket expenses incurred by or on behalf of the Company that relate to the 

management and affairs of the Company and the ownership and maintenance of its property and 

assets, subject to policies and procedures adopted by the Board.

9.2. NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to, and 

shall not be construed to, create any right enforceable by any Person that is not a party to this 

Agreement, including, but not limited to, any creditor of the Company or of any Member.

9.3. AMENDMENTS. This Agreement may be amended only if such amendment is in 

writing, approved by the Board, and agreed to and signed by all of the Members.

9.4. ASSURANCES. The Company and the Members shall execute all such certificates 

and other documents and shall do all such filing, recording, publishing, and other acts necessary 

or advisable to comply with all Regulatory Requirements for the formation and operation of the 

Company, the conduct of its affairs, and the ownership and maintenance of its property and assets.

9.5. NOTIFICATIONS. Any notice, demand, consent, election, approval, request, or 

other communication (individually, a “Notice”) required or permitted under this Agreement must 
15

be in writing and delivered personally or sent by a nationally recognized overnight courier, by 

certified or registered mail, postage prepaid, return receipt requested, or by electronic mail. A 

Notice delivered personally, sent by overnight courier, or sent by certified or registered mail shall 

be deemed given only when acknowledged in writing by the Person to whom it is delivered. A 

Notice sent by electronic mail shall be deemed given when received. The initial addresses for 

Notices to any party to this Agreement shall be set forth opposite their signatures to this Agreement 

or any joinder agreement. Any Person may designate, by Notice, addresses or substitute addresses 

for Notices, and, thereafter, all Notices to such Person are to be directed to those addressees.

9.6. SPECIFIC PERFORMANCE. The parties recognize that irreparable injury will 

result from a breach of any provision of this Agreement, and that money damages will be 

inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach 

of one or more of the provisions of this Agreement, any party who may be injured (in addition to 

any other remedies that may be available to that party) shall be entitled to one or more preliminary 

or permanent orders (a) restraining and enjoining any act that would constitute a breach or (b) 

compelling the performance of any obligation that, if not performed, would constitute a breach.

9.7. COMPLETE AGREEMENT. This Agreement, and the documents referred to 

herein, constitute the complete and exclusive statement of the agreement among the parties hereto 

with respect to the Company in their capacities as such. This Agreement supersedes all prior 

written and oral statements with respect thereto, including, but not limited to, any prior 

representation, statement, condition, or warranty.

9.8. APPLICABLE LAW. All questions concerning the construction, validity, and 

interpretation of this Agreement and the exercise of the rights and performance of the obligations 

by any Person under this Agreement shall be governed by the internal law, not the law of conflicts, 

of the State of Delaware, including, but not limited to, the Act.

9.9. FORUM; SUBMISSION TO JURISDICTION. The parties hereby agree that 

any suit, action, or proceeding seeking to enforce any provision of, or based upon any matter 

arising out of or in connection with, this Agreement or the transactions contemplated hereby, 

whether in contract, tort, or otherwise, shall be brought in the United States District Court for the 

District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks 

subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such 

courts shall have subject matter jurisdiction over such suit, action, or proceeding, and that any such 

cause of action shall be deemed to have arisen from a transaction of business in the State of 

Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and 

of the appropriate appellate courts therefrom) in any such suit, action, or proceeding and 

irrevocably waives, to the fullest extent permitted by law, any objection that it may now or 

hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court 

or that any such suit, action, or proceeding that is brought in any such court has been brought in 

an inconvenient form. Service of process, summons, or other document sent by registered mail, 

postage prepaid, return receipt requested, to the address provided by a party pursuant to Section

9.5 shall be effective service of process for any suit, action, or other proceeding brought in any 

such court.
16

9.10. HEADINGS. The headings herein are inserted as a matter of convenience only, 

and do not define, limit, or describe the scope of this Agreement or the intent of any provision 

hereof.

9.11. BINDING PROVISIONS. This Agreement is binding upon, and inures to the 

benefit of, the parties hereto and their respective heirs, executors, administrators, personal and 

legal representatives, successors in interest, and permitted assigns.

9.12. TERMS. Common nouns and pronouns shall be deemed to refer to the masculine, 

feminine, neuter, singular and plural, as the identity of the Person may in the context require.

9.13. SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be 

considered separable, and if, for any reason, any provision or provisions herein are determined to 

be invalid and contrary to any existing or future law, such invalidity shall not impair the operation 

of or affect those portions of this Agreement that are valid. On a determination by (a) a 

governmental organization or agency or (b) the Company’s legal counsel that any provision is 

invalid, illegal, or unenforceable with respect to any Regulatory Requirement, the Board and the 

Members shall take all actions necessary or advisable to amend this Agreement so that the 

Agreement complies with all Regulatory Requirements.

9.14. COUNTERPARTS. This Agreement may be executed simultaneously in two or 

more counterparts, each of which shall be deemed an original, and all of which, when taken 

together, shall constitute one and the same instrument.

[Remainder of this page is intentionally left blank; signature page follows.]
17

IN WITNESS WHEREOF, the Company and the Current Member have signed this 

Second Amended and Restated Limited Liability Company Agreement, as of the date first set forth 

above.

Company:

LEDGERX LLC

By:

Name:

Title:

Current Member:

M 7 HOLDINGS, LLC

By:

Name:

Title:
18

EXHIBIT A

Current Member

Name Mailing Address

Number of 

Units

Limited Liability 

Company Percentage 

Interest

M 7 Holdings, LLC 7 Roszel Road, Suite 1A

Princeton, NJ 08540

1,000,000 100%
19

EXHIBIT B

MATTERS THAT MUST BE APPROVED BY THE MEMBERS

The taking of the action set forth below shall require approval by the vote of the Members:

(1) any acquisition or disposition of a significant business or a business division, line, 

or subsidiary of the Company from or to any Person, whether by asset purchase, stock purchase, 

merger, or other business combination;

(2) any (a) sale, transfer, or other disposition of Company assets in any transaction or 

series of related transactions pursuant to which a Third Party acquires ownership of all or 

substantially all of the Company’s assets; or (b) change in ownership of the Company effected by 

sale, recapitalization, merger, reorganization, share exchange or other capital transaction as a result 

of which a Third Party acquires ownership of equity interests in the Company which, together with 

any interests in the Company theretofore held by such Third Party, gives such Third Party, directly 

or indirectly, more than fifty percent (50%) of the total fair market value of the equity interests in 

the Company or more than fifty percent (50%) of the total voting power of the equity interests in 

the Company;

(3) any transaction, agreement, or action on behalf of the Company that is unrelated to 

the Company operating a swap execution facility, derivatives clearing organization and designated 

contract market registered with the CFTC, or that would make it impossible to carry out such 

operations;

(4) any (a) merger of the Company with and into, or the conversion of the Company 

into, an entity which is a “C” corporation, with such “C” corporation being the surviving 

corporation and the Units being converted into shares of common stock in such “C” corporation;

(b) exchange of Units for shares of common stock in a “C” corporation; or (c) other transaction 

pursuant to which the Units are exchanged or converted into shares of common stock in a “C” 

corporation;

(5) any private or public offer or sale of debt securities or Units;

(6) any amendment to the Agreement, including, but not limited to, any change in the 

number of Directors;

(7) any Company (a) assignment for the benefit of creditors; (b) application for, or 

seeking, consenting to, or acquiescing in the appointment of, a receiver, custodian, trustee, 

examiner, liquidator, or similar official for the Company or any of its property or assets; (c) 

institution of any proceeding seeking an order for relief under the federal bankruptcy laws or 

seeking to adjudicate the Company bankrupt or insolvent, or seeking dissolution, winding up, 

liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any 

law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or failure to file an 

answer or other pleading denying the material allegations of any such proceeding filed against it;
20

(d) action to authorize or effect any of the foregoing actions; or (e) failure to contest in good faith 

any appointment or proceeding described above;

(8) any transaction with any member of the Board, Officer or employee of the 

Company or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange 

Act of 1934, as amended) of any such person, except transactions made in the ordinary course of 

business or pursuant to reasonable requirements of the Company’s business and upon fair and 

reasonable terms; and

(9) any hiring, firing, or material increase in the compensation or benefits of any key 

management personnel of the Company, including approving any equity compensation plans or 

material amendments thereto.