EXHIBIT A

NAME, ADDRESS, PERCENTAGE INTEREST AND CAPITAL CONTRIBUTION

Name and Address Percentage Interest Capital Contribution
SwapEx Limited 100% $24,000,000

20 Churchill Place

London

E14 SHI



ARTICLE V

Transfer and Resignation

Except as otherwise expressly permitted by this Agreement, no Member shall have the right,
without the prior written consent of the Board and a Majority-in-Interest of the Members, to Transfer all
or any part of such Member’s Membership Rights; provided, however, that if the Transfer is a transfer by
operation of law, the dissolution of a non-individual Person or otherwise, and if the result of such transfer
would be the Resignation of the last remaining Member in the Company, then the transferee(s) will be
automatically admitted as Member(s) in the Company; provided, further that any of such transferee(s)
may elect, at any time on or before ninety (90) days after such Transfer to such transferee, to Resign as a
Member in the Company, such Resignation to be effective retroactive to the date of such Transfer.
Except as provided in the preceding sentence, no Member shall have the right to Resign without the prior
written consent of the Board and a Majority-in-Interest of the Members. The Company shall not be
obligated to purchase the Interests of any Person who has Resigned for its fair value or otherwise.
Notwithstanding any provision contained in this Agreement to the contrary, SwapEx Limited shall have
the right, without the consent of the Board or any other Member, to Transfer all or any part of SwapEx
Limited’s Membership Rights, and such transferees shall automatically be deemed to be admitted as a
Member in the Company. The Interests and other Membership Rights are securities governed by Article
8 of the Uniform Commercial Code as in effect in the state of Delaware. Interests and Membership
Rights shall not be certificated. The transferee of a Transfer for collateral purposes shall not be admitted
as a Member in the Company until such time, if any, as the transferee has realized upon the Membership
Rights pledged to it or has acquired such Membership Rights in lieu of such realization and such
transferee expressly agrees in writing to be bound to the terms and conditions of this Agreement.

ARTICLE VI

Management of the Company

Section 6.1. Delegation of Authority to the Board.

(a) Board. Except as otherwise provided in this Agreement, including, but not
limited to, Section 6.1(g), the Members hereby delegate authority over the business and affairs of
the Company to the Board, subject to any power and authority delegated to the Officers as
provided in Article VII, and the Board shall have all right and powers of a “manager” under the
Act. Except as otherwise specifically provided herein or by Applicable Law, the Board has full,
complete and exclusive discretion to manage and control the business and affairs of the Company
and the power by itself or through agents, and is authorized and empowered on behalf and in the
name of the Company, to carry out all of the objects and purposes of the Company and to perform
all acts and enter into and perform all acts and other undertakings that it may in its sole discretion
deem necessary or advisable in that regard. A member of the Board acting individually in his or
her capacity has the power to act or bind the Company to the extent expressly authorized to do so
by the Board. The Chairman of the Board, the President and/or the Chief Executive Officer and
the Secretary of the Company from time to time shall be deemed to be authorized persons within
the meaning of the Act, to execute and file any amendments to, or restatements of, the
Company’s Certificate with the Secretary and any applicable filings as a foreign limited liability
company in any state where such filings may be necessary or desirable. The Board may establish
such other rules and procedures for its deliberations as it may deem necessary or desirable.

(b) Number, Election. Commencing on the date of this Agreement, the Board shall
consist of five (5) directors. Subject to applicable law, the number of directors constituting the



ARTICLE VIL

Liability and Indemnification

Section 7.1. Except as otherwise required by non-waivable provisions of Applicable Law or
as expressly set forth in this Agreement, no Interest Holder shall have any personal liability whatsoever in
such Interest Holder’s capacity as an Interest Holder in excess of its capital contribution, whether to the
Company, to any of the other Interest Holders, to the creditors of the Company or to any other third party,
for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the
Company, other than arising out of a breach of this Agreement by such Interest Holder.

Section 7.2. None of the Members, the directors or the Officers shall be personally liable for
the return of any portion of the capital contributions (or any return thereon) of the Interest Holders and the
return, if any, of such capital contributions (or any return thereon) shall be made solely from assets of the
Company. None of the Members or the directors shall be required to pay to the Company or any Interest
Holder any deficit in any Interest Holder’s capital account upon dissolution of the Company or otherwise.
None of the Members, directors or the Officers shall be liable, responsible or accountable, in damages or
otherwise, to any Interest Holder or to the Company for any act performed by such Member, director or
such Officer within the scope of the authority conferred on the Members, directors or the Officers by this
Agreement, except for gross negligence, fraud, bad faith or a material breach of this Agreement.

Section 7.3. The Company shall, to the fullest extent permitted by the Act, indemnify and
hold harmless the Interest Holders, Members, directors, Officers and their respective partners,
shareholders, members, officers, trustees, advisory board, directors, employees, attorneys and agents and
other affiliates (collectively, the “Indemnified Parties”) from and against any loss, expense, damage or
injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising
out of their activities on behalf of the Company or in furtherance of the interests of the Company or by
reason of the fact that such Person is or was an Interest Holder, Member, director, Officer, employee or
agent of the Company, or is or was serving at the request of the Company as a director, trustee, member,
manager, officer, employee or agent of another limited liability company, corporation, partnership, joint
venture, trust or other enterprise, including, but not limited to, any judgment, award, settlement,
reasonable attorneys’ fees and other costs or expenses incurred in connection with the investigation and
defense of any actual or threatened action, proceeding or claim, unless the acts, omissions or alleged acts
or omissions upon which such actual or threatened action, proceeding or claim is based arose out of such
Indemnified Party’s gross negligence or were performed or omitted fraudulently or in bad faith by such
Indemnified Party or constituted a material breach of this Agreement. If any claim for indemnification is
based on a claim by a third party (a “Third Party Claim”), the Indemnified Party in question shall give
prompt written notice thereof to the Company and shall permit the Company to defend and/or settle such
Third Party Claim, so long as it does so diligently and in good faith; provided, however, that no
compromise or settlement of any claim may be effected by the Company without the Indemnified Party’s
consent (which will not be unreasonably withheld, conditioned or delayed) unless the sole relief provided
is monetary damages that are paid in full by the Company. Any such indemnification shall only be from
the assets or insurance of the Company and no Interest Holder shall be required to contribute capital to the
Company to satisfy any such indemnification. Any such indemnification shall be paid by the Company in
advance of the final disposition of any such action, proceeding or claim upon receipt of an undertaking by
or on behalf of the Indemnified Party seeking advancement to repay the amount advanced should it
ultimately be determined that the Indemnified Party was not entitled to be indemnified hereunder or under
the Act.

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objecting to the transaction of any business because the meeting is not lawfully called or
convened and notes such objection on the record.

(iit) | Quorum and Voting. Each member of the Board shall have one (1) vote
in all matters requiring a vote of the Board. At each meeting of the Board, a whole
number of directors equal to at least a majority of the total number of directors
constituting the entire Board (including any vacancies) shall constitute a quorum for the
transaction of business. The directors present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum. In case at any meeting of the Board a quorum shall
not be present, the members or a majority of the members of the Board present may
adjourn the meeting from time to time until a quorum shall be present.

(iv) Decisions of the Board. Decisions of the Board will require the approval
of a majority of the members of the Board present at a duly-constituted meeting where a
quorum is present; provided that should the Board be unable to render a decision due to
either a tie in the vote or more than one Board member being recused with respect to the
issue being voted upon, then a Majority-in-Interest of the Members may make the
decision in lieu of the Board.

(v) Written Consents in Lieu of a Meeting. Any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or of such committee, as the case may be,
then in office consent thereto in writing or by electronic transmission, which such writing
or electronic transmission shall be filed with the minutes of proceedings of the Board or
committee,

(g) Actions requiring Member Consent. Notwithstanding anything to the contrary
herein, the Board shall not, and shall not have the power or authority to, approve or undertake or
authorize any other Person to approve or undertake, any of the following actions with respect to
the Company without the prior written consent of a Majority-in-Interest of the Members:

6) merge or consolidate with or into any other entity or permit the merger or
consolidation of another entity with or into the Company;

(ii) sell, lease, encumber, transfer or otherwise dispose of all or substantially
all of assets of the Company or any of its subsidiaries;

(iii) | make any loans or advances to any Person other than in the ordinary
course of business;

(iv) create, incur, assume or suffer to exist any indebtedness in respect of
money borrowed, in excess of $50,000;

(v) incur any capital expenditure or expense, or enter into any commitment
for any such capital expenditure or expense in excess of $250,000;

(vi) acquire any securities, debt or other assets of any Person, other than in
connection with the operation of the business of the Company in the ordinary course of
business;


board may be increased or decreased from time to time by a Majority-in-Interest of the Members;
provided that the Board shall consist of no less than three (3), and no more than five (5), directors
from time to time elected by a Majority-in-Interest of the Members for such purpose. A
Majority-in-Interest of the Members shall appoint a Chairman of the Board from among the
directors, who shall hold office until his or her successor is appointed and qualified or until his or
her earlier resignation or removal. The Nominating Committee will nominate members of the
Board from time to time in accordance with the CEA, and the rules and regulations promulgated
by the CFTC thereunder.

(c) Composition of the Board. At least thirty-five percent (35%), but no less than
two, of the Board members shall at all times be Public Directors. The Board shall make a
determination as to whether a Board member qualifies as a Public Director as often as is
necessary in light of all circumstances relating to such Board member, but in no case less
frequently than annually.

(d) Tenure; Resignation; Removal; Vacancies. Each director shall hold office until
his or her successor is appointed and has qualified, or until his or her earlier resignation or
removal. A director may resign at any time by giving written notice to the Board. Such
resignation shall take effect at the time specified therein, and unless otherwise specified therein,
no acceptance of such resignation shall be necessary to make it effective. Any director shall be
removed from the Board (a) automatically, without any further action by the Board or the
Members, due to such director’s death and (b) at any time by a Majority-in-Interest of the
Members. Any vacancy occurring in the Board due to a director’s resignation, death, removal or
otherwise may be filled by a Majority-in-Interest of the Members; provided that the composition
of the board continues to comply with the requirements of Section 6.1(c) after such vacancy is
filled.

(e) Compensation of Directors. Subject to Section 6.1(d) above, members of the
Board may be paid such compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board may from time to time determine. No such payment shall
preclude any director from serving the Company or any of its Affiliates in any other capacity and
receiving compensation for such service.

(ff) Meetings of the Board.

(i) Time and Place. Meetings of the Board will be held at such times, on
such dates and at such places as the Board may from time to time establish by resolution
or otherwise in accordance with this Agreement. Any or all members of the Board may
participate in such meetings by means of conference telephone or other communications
equipment by means of which all Persons participating in the meeting can hear each
other, and such participation in a meeting will constitute presence in person at such a
meeting.

(ii) Special Meetings. Special meetings of the Board may be called by the
Chairman of the Board or upon the written request of any two members of the Board.
The Chairman will give at least two (2) business days’ notice of such meetings to each
member of the Board, provided that such notice may be waived by all of the directors for
any individual meeting. Attendance of a director at a meeting shall constitute waiver of
notice of the meeting, except where such director attended for the express purpose of


@ Nominating Committee. The Board shall designate a Nominating
Committee (the “Nominating Committee”) which shall consist of such number of
directors as determined by resolution adopted by the Board, at least 51% of whom shall
be Public Directors. The Board shall appoint a Public Director as the chairperson of the
Nominating Committee.

(ii) Regulatory Oversight Committee. The Board shall designate a
Regulatory Oversight Committee (the “Regulatory Oversight Committee”) which shall
consist of such number of directors as determined by resolution adopted by the Board, all
of whom shall be Public Directors.

(iii) Participant_Committee. The Board shall designate a Participant
Committee (the “Participant Committee”) which shall consist of such number of
directors as determined by resolution adopted by the Board, at least 35% of whom shall
be Public Directors. The Board shall appoint a Public Director as the chairperson of the
Participant Committee.

(c) Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise provided herein or required
by law. A majority of any committee may fix the time and place of its meetings, unless the Board
shall otherwise provide. At least two (2) business days’ notice of such meetings will be given to
each member of the committee, provided that such notice may be waived by all of the members
of such committee for any individual meeting. Attendance of a committee member at a meeting
shall constitute waiver of notice of the meeting, except where such committee member attended
for the express purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened and notes such objection on the record.

(d) In the absence of a provision by the Board or a provision in the Charter of such
committee to the contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, unless the committee shall
consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum.
The vote of a majority of the members present at a meeting at the time of such vote, if a quorum
is then present, shall be the act of such committee. Any or all members of the committee may
participate in such meetings by means of conference telephone or other communications
equipment by means of which all Persons participating in the meeting can hear each other, and
such participation in a meeting will constitute presence in person at such a meeting. Action may
be taken by any committee without a meeting if all members thereof consent thereto in writing or
by electronic transmission, which such writing or electronic transmission shall be filed with the
minutes of the proceedings of such committee.

(e) If the Board rejects a recommendation or supersedes an action of the Regulatory
Oversight Committee or the Participant Committee, the Company shall. to the extent required by
the CFTC Regulations, submit a written report to the CFTC detailing: (i) the recommendation or
action proposed to be taken by the Regulatory Oversight Committee or the Participant
Committee; (ii) the rationale for such recommendation or action; (iii) the rationale of the Board
for rejecting such recommendation or superseding such action; and (iv) the course of action that
the Board decided to take contrary to such recommendation or action.


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
SWAPEX, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of
SWAPEX, LLC (such agreement, as amended from time to time, shall be referred to herein as this
“Agreement”), effective as of , 2013 (the “Effective Date”), is entered into by SwapEx
Limited, a company organized under the laws of England and Wales ( “SwapEx Limited”), as Manager
(as defined in the Existing LLC Agreement) and sole Member (as hereinafter defined), and each of those
other Members executing this Agreement from time to time in accordance with the terms hereof.

RECITALS

WHEREAS, the Company was formed pursuant to a Certificate of Formation (the “Certificate”)
filed with the Secretary of State of Delaware on March 27, 2012, and has been operating pursuant to the
Limited Liability Company Agreement of the Company dated as of March 27, 2012, as amended by the
First Amendment to Limited Liability Company Agreement of the Company dated January 17, 2013
(collectively, the “Existing LLC Agreement”).

WHEREAS, SwapEx Limited, as the Manager and sole Member, has determined to amend and
restate the Existing LLC Agreement to, among other things, establish a Board of Directors of the
Company (the “Board”) and to otherwise govern the management and operation of the Company in
accordance with the terms and subject to the conditions set forth in this Agreement

AGREEMENT
For good and valuable consideration, the parties, intending legally to be bound, agree as follows:
ARTICLE I

Definitions

In addition to any terms that are defined in the text of this Agreement, capitalized terms shall
have the following meanings.

(a) “Act” means the Delaware Limited Liability Company Act, as amended from
time to time.
(b) “Affiliate” means a Person who, directly or indirectly, Controls, is Controlled by,

or is under common Control with, such other Person.

(c) “Applicable Law” means (i) the provisions of all applicable statutes and laws of
the United States of America, the states thereof (including, but not limited to, the Act), and all
other countries in which the Company or any of its Affiliates are then doing business, and (ii) the
constitution, by-laws, rules, regulations, orders, customs and usage of (A) the Company and (B)
any United States, state or foreign governmental, regulatory or self-regulatory authority, in each
case having jurisdiction over the Company or any of its Affiliates.


the records of the Company. A notice to the Company must be addressed to the Company’s principal
office. Notices shall be deemed given upon receipt or refusal to accept delivery. Any party may
designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter,
notices are to be directed to those substitute addresses or addressees. This Agreement constitutes the
complete and exclusive statement of the agreement among the Members and supersedes all prior written
and oral statements, including any prior representation, statement, condition or warranty. This Agreement
shall be governed by the internal law, not the law of conflicts, of the State of Delaware. 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 the provisions hereof. 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, and permitted assigns. 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.
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 which are valid.

[Remainder of page intentionally left blank. Signature page follows.]

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ARTICLE VIII
Officers

Section 8.1. Officers; Election or Appointment. The Board shall elect a Chief Executive
Officer and/or President and elect a Chief Compliance Officer. The Board at any time and from time to
time also may elect a Vice-President, Secretary and one or more other Officers to the extent the Board
deems necessary or desirable. The Board at any time and from time to time may authorize any Officer of
the Company to appoint one or more Officers. Except with respect to the position of Chief Compliance
Officer, any number of offices may be held by the same Person and directors may hold any office unless
this Agreement otherwise provides.

Section 8.2. Term of Office; Resignation; Removal: Vacancies. Unless otherwise provided in
the resolution of the Board electing or authorizing the appointment of any Officer, each Officer shall hold
office until his or her successor is elected or appointed and qualified or until his or her earlier resignation
or removal. Any Officer may resign at any time upon written notice to the Board or to such Person(s) as
the Board may designate. Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The
Board may remove any Officer with or without cause at any time. Any Officer authorized by the Board
to appoint a Person to hold an office of the Company may also remove such Person from such office with
or without cause at any time, unless otherwise provided in the resolution of the Board providing such
authorization. Any vacancy occurring in any office of the Company by death, resignation, removal or
otherwise may be filled by the Board at any regular or special meeting or by an Officer authorized by the
Board to appoint a Person to hold such office.

Section 8.3. Powers and Duties. The Officers of the Company shall have such powers and
duties in the management of the Company as shall be stated in this Agreement or in a resolution of the
Board which is not inconsistent with this Agreement and, to the extent not so stated, as generally pertain
to their respective offices, subject to the control of the Board.

ARTICLE IX

Books, Accounting, and Tax Matters Partner

All funds of the Company shall be deposited in such bank or other investment accounts as the
Board shall approve. All such accounts shall be in the Company’s name. The annual accounting period
of the Company shall be the calendar year. SwapEx Limited shall be the tax matters partner unless the
Member selects a different tax matters partner, to the extent a tax matters partner is required or permitted
by Applicable Law.

ARTICLE X
General Provisions

Any notice, demand, consent, election, offer, approval, request, or other communication
(collectively, a “notice”) required or permitted under this Agreement must be in writing and either
delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent
by recognized overnight delivery service, except that a notice to a member of the Board pursuant to
Section 6.1(f)(2) or to a member of a committee pursuant to Section 6.2(c) may be delivered to an e-mail
address provided to the Company by such Board member or committee member. A notice must be
addressed to an Interest Holder or Member at the Interest Holder’s or Member’s last known address on

11


(vii) change or expand the type of business being conducted by the Company;

(viii) become subject to any agreement or instrument which would, by its
terms, restrict the Company’s or any of its Members’ right to carry on its business or
perform any of its obligations under this Agreement or the Certificate;

(ix) convert into one or more different entities or forms, including, but not
limited to, conversion into a corporation;

(69) take or effect any action that would render the Company bankrupt or
insolvent or cause the termination, dissolution, liquidation or winding up of the
Company;

(xi) _ offer, issue or sell to any Person an Interest or other equity interest of the
Company or any interest or other instruments directly or indirectly convertible,
exercisable or exchangeable for Interests or other equity interests of the Company, or
accept any additional capital contributions;

(xii) admit new Members or substituted Members;

(xiii) enter into any equity incentive plan, option plan, appreciation plan,
phantom plan, profit participation or similar rights plan with respect to the Company;

(xiv) amend this Agreement or the Certificate or other organizational
documents of the Company; or

(xv) _ take any other action that requires the consent of the Members under this
Agreement.

Section 6.2. Committees of the Board.

(a) The Board may from time to time (i) designate one or more committees of the
Board to serve at the pleasure of the Board, (ii) authorize and adopt a charter for such committees
setting forth such committee’s powers, authorities and responsibilities (a “Charter”) as lawfully
delegated by the Board and (iii) appoint a director or directors to serve as the member or
members of such committees, one of whom the Board may designate as the chairperson of each
such committee, and, if it desires, other directors as alternate members who may replace any
absent or disqualified member at any meeting of the committee. The Board shall have power at
any time to fill vacancies in, or to change the membership of, or to dissolve, any such committee.
Nothing herein shall be deemed to prevent the Board from appointing one or more committees
consisting in whole or in part of Persons who are not directors of the Company; provided,
however, that no such committee shall have or may exercise any authority of the Board.

(b) The Board shall designate a Nominating Committee, Participant Committee and
Regulatory Oversight Committee (each as defined below) in accordance with the CEA, and the
rules and regulations promulgated by the CFTC thereunder. Each such committee shall have
those powers, authorities and responsibilities delegated to it by the Board in its Charter. The
committees referenced in this paragraph shall not be dissolved unless the CFTC eliminates the
requirements to maintain such committees, or the Company ceases to exist as a swap execution
facility.


Board shall have the right, subject to Section 6.1(g), to (a) raise additional equity capital for infusion into
the Company from Members or other Persons and issue Interests on terms that may be senior to, junior to,
or on parity with, the terms of the Interests held by then existing Members, and (b) admit the Persons
investing such equity capital as additional Members. In addition, the Company may obtain funds through
loans (which may be made by a Member) having such terms and conditions as the Board, in its reasonable
discretion and subject to Section 6.1(g), deems to be in the best interest of the Company. The Board shall
amend Exhibit A from time to time to reflect changes in the identity of the Members and changes in
information set forth on Exhibit A.

Section 3.2. Powers of the Members. The Members shall have the power to exercise only
those rights and powers granted to the Members under this Agreement. A vote or a written consent of a
Majority-in-Interest of the Members shall be the act of the Members hereunder.

Section 3.3. Limitations on Actions of Members. The Members will have no power to bind
the Company and will not participate in the management of the Company, except as otherwise expressly
provided herein.

Section3.4. Capital. It is acknowledged that SwapEx Limited has made the capital
contributions to the capital of the Company set forth on Exhibit A hereto. From time to time the
Members may, but shall not be obligated to, contribute additional capital or make loans to the Company,
all at such times and upon such terms as the Board shall approve. No Member or Interest Holder shall be
required to contribute any additional capital to the Company, and no Member or Interest Holder shall
have any personal liability for any obligations of the Company.

Section 3.5. Profit, Loss and Distributions. Cash Flow for each taxable year of the Company
shall be distributed to the Interest Holders, at such time as determined by the Board, in proportion to the
Interest Holders’ respective Percentage Interest. All Profit or Loss shall be allocated to the Interest
Holders in proportion to their respective Percentage Interest. If the Company is dissolved, the assets of
the Company shall be distributed as provided in Article IV.

Section 3.6. Information Rights. Members shall be permitted to inspect the books and records
of the Company at any reasonable time during normal business hours upon reasonable prior written notice
to the Company.

ARTICLE IV
Dissolution

The Company shall be dissolved only if a Majority-in-Interest of the Members determines to
dissolve the Company or if the Company has no Members and no Interest Holder agrees in writing,
within thirty (30) days after the occurrence of the event pursuant to which the last Person ceased to be a
Member, to become a Member and be bound by the terms and conditions of this Agreement. If the
Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company,
the assets of the Company shall be distributed, first, to non-Interest Holder creditors of the Company in
satisfaction of the liabilities of the Company, second, to creditors of the Company who are also Interest
Holders in satisfaction of the liabilities of the Company but not including those liabilities to the Interest
Holders in their capacity as Interest Holders, and then to the Interest Holders in proportion to their
Percentage Interest.


(s) “Profit” and “Loss” mean, for each taxable year of the Company (or other period
for which Profit or Loss must be computed), the Company’s taxable income or loss determined in
accordance with the Code.

(t) “Public Director” means (i) prior to the time at which the CFTC Regulations
establish required qualifications for public directors, any director of the Company, and (ii) from
and after such time at which the CFTC Regulations establish required qualifications for public
directors, a director of the Company found by the Board to have satisfied such requirements.

(u) “Resignation” (including its correlative meaning, “Resign”) means a Member’s
resignation from the Company by any means.

(v) “Secretary” means the Delaware Secretary of State.

(w) “Transfer” means, when used as a noun, any direct or indirect sale,
hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means
to, directly or indirectly, sell, hypothecate, pledge, assign, or otherwise transfer.

ARTICLE II

Formation and Name; Office; Purpose; Term

Section 2.1. | Formation of the Company. The Company was formed upon the execution and
filing of the Certificate with the Secretary on March 27, 2012.

Section 2.2. Name. The name of the Company shall be “SWAPEX, LLC.” The Company
may do business under that name and under any other name or names upon which the Board may
determine.

Section 2.3. Purpose. The purposes of the Company shall be to engage in any lawful act or
activity for which limited liability companies may be organized under the Act as determined by the
Board.

Section2.4._ Term. The term of the Company began upon the filing of the Certificate with the
Secretary and shall continue in perpetual existence until dissolved pursuant to this Agreement. The
registered office of the Company in the State of Delaware shall be as set forth in the Certificate.

Section 2.5. Location of Principal Place of Business. The principal office and place of
business of the Company shall be located at 1230 Avenue of the Americas, 18" Floor, New York, NY
10020 or at such other place as the Board may designate from time to time. The name and address of the
Company’s registered agent in the State of Delaware shall be as set forth in the Certificate.

ARTICLE II

Members; Capital; Profit, Loss and Distribution

Section 3.1. | Members. The name, present mailing address and Percentage Interest of each
Member are set forth on Exhibit A. Subject to Section 6.1(g), the Board shall have the right to admit
additional Members from time to time. If at any time the Board deems it to be in the best interest of the
Company to raise additional equity capital to properly carry out the Company’s business and affairs, the


(d) “Cash Flow” means the revenues and other cash receipts of the Company minus
the expenditures of the Company. Cash Flow will not include reserves established by the Board
from time to time except to the extent released from the reserves in question for distribution.

(e) “CEA” means the Commodity Exchange Act, as amended.

(63) “CETC” means the Commodity Futures Trading Commission.

(g) “CFTC Regulations” means the rules, regulations and orders promulgated by
the CFTC.

(h) “Code” means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

@ “Company” means the limited liability company formed in accordance with the
Certificate.
(0) “Control” means the possession, direct or indirect, of the power to direct or

cause the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract, or otherwise. The terms “Controlling” or “Controlled” have
meanings correlative to the foregoing.

(kK) “Interest” means a limited liability company interest in the Company entitling
the holder thereof to receive a share of the Profits and Losses of, and the right to receive
distributions from, the Company in accordance with the terms of this Agreement.

(0) “Interest Holder” means any Person who holds an Interest, whether as a
Member or as an unadmitted assignee of a Member.

(m) “Majority-in-Interest of the Members” means the Member or Members with a
Percentage Interest exceeding fifty percent (50%).

(n) “Member” means each Person signing this Agreement and any Person who
subsequently is admitted as a member in the Company.

(0) “Membership Rights” means all of the rights of a Member in the Company,
including a Member’s: (i) Interests; (ii) right to inspect the Company’s books and records; and
(iii) right to vote on matters coming before the Members, if any.

(p) “Officer” means any individual from time to time authorized or appointed by the
Board to act as an officer or representative of the Company on a general basis or for a specific
purpose, which individual shall act for and bind the Company as authorized by the Board.

(q) “Percentage Interest” means, for any Interest Holder, the percentage interest of
such Interest Holder. in the Company as set forth on Exhibit A.

(r) “Person” means and includes an individual, corporation, partnership, association,
limited liability company, trust, estate or other entity.


IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited
Liability Company Agreement as of the date first set forth above.

SOLE MEMBER:
SWAPEX LIMITED

By: uy

Name: [-TSmAS A. Bikgs

Title: [MANAGING Di NecTOR