Amended Exhibit G- 5

Limited Liability Company 

Agreement of Javelin SEF, LLC, dated July 31, 2013
LIMITED LIABILITY COMPANY AGREEMENT

OF

JAVELIN SEF, LLC,

A Delaware Limited Liability Company

Dated as of July 31, 2013
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LIMITED LIABILITY COMPANY AGREEMENT

OF

JAVELIN SEF, LLC

This LIMITED LIABILITY COMPANY AGREEMENT ( this “Agreement”) of Javelin 

SEF, LLC, a Delaware limited liability company (the “Company”), is being executed by Javelin 

Capital Markets, LLC, a Delaware limited liability company (the “Member”), as of this 31st day 

of July, 2013, pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. 

C. § 18-101, et seq.) (as amended from time to time, the “Act”), on the following terms and 

conditions:

ARTICLE I

THE COMPANY

Section 1.1 Organization. On April 19, 2012, the Member formed the Company as a 

limited liability company pursuant to the Act. The Company shall be governed by and operated 

in accordance with this Agreement and the Act, and the rights, duties and liabilities of the 

Member shall be as provided for in the Act if not otherwise expressly provided for in this 

Agreement. 

Section 1.2 Company Name. The name of the limited liability company formed 

hereby shall be “Javelin SEF, LLC” and all business of the Company shall be conducted in such 

name or such other name as the Member shall determine, provided that such name contains the 

words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC”. The 

Company shall hold all of its property in the name of the Company and not in the name of the 

Member.

Section 1.3 Purpose. The purpose and business of the Company shall be to engage in 

any lawful act or activity for which a limited liability company may be organized under the Act

and to do any and all acts and things which may be necessary or incidental to the foregoing, the 

promotion or conduct of the business of the Company or the maintenance and improvement of its 

property.

Section 1.4 Powers. The Company shall possess and may exercise all the powers and 

privileges granted by the Act, all other applicable law or by this Agreement, together with any 

powers incidental thereto, so far as such powers and privileges are necessary or convenient to the 

conduct, promotion and attainment of the business, purposes or activities of the Company. 

Section 1.5 Principal Place of Business. The principal place of business of the 

Company shall be 443 Park Avenue South, 10th Floor, New York, NY 10016 or at such other 

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

Section 1.6 Term. The term of the Company shall be perpetual unless and until the 

Company is dissolved by the Member or as set forth herein. The existence of the Company as a 

separate legal entity shall continue until the cancellation of the Certificate of Formation of the 

Company (the “Certificate”) in the manner required by the Act.
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Section 1.7 Filings; Agent for Service of Process.

(a) The Certificate has been filed in the office of the Secretary of State of the 

State of Delaware in accordance with the provisions of the Act. The Member shall take any and 

all actions reasonably necessary to perfect and maintain the status of the Company under the 

laws of the State of Delaware. The Member shall execute and file amendments to the Certificate 

whenever required by the Act.

(b) The Member shall execute and file such forms or certificates and may take 

any and all other actions as may be reasonably necessary to perfect and maintain the status of the 

Company under the laws of any other states or jurisdictions in which the Company engages in 

business.

(c) The initial registered agent for service of process on the Company in the 

State of Delaware, and the address of such registered agent, shall be the agent for service of 

process set forth in the Certificate. The Member may change the registered agent and appoint 

successor registered agents.

(d) Upon the dissolution and completion of winding up of the Company, the 

Member (or, in the event the Member no longer exists, the person responsible for winding up and 

dissolution of the Company pursuant to Article VI hereof) shall promptly execute and file a 

certificate of cancellation of the Certificate in accordance with the Act and such other documents 

as may be required by the laws of any other states or jurisdictions in which the Company has 

registered to transact business or otherwise filed articles.

Section 1.8 Reservation of Other Business Opportunities. Except and solely to the 

extent that any business opportunities of the Member are actually exploited by the Company, no

business opportunities of the Member shall be deemed the property of the Company. The 

Member may engage in or possess an interest in any other business venture, independently or 

with others, of any nature or description, even if such venture or opportunity is in direct 

competition with the business of the Company; and the Company shall have no rights by virtue 

hereof in or to such other business ventures, or to the income or profits derived therefrom.

ARTICLE II

MANAGEMENT AND MEMBERSHIP

Section 2.1 Management of Company.

(a) The business and affairs of the Company shall be managed under the 

direction and subject to the approval of a Board of Managers comprised of persons appointed as 

provided herein (being referred to herein as the “Board of Managers” or the “Board” and the 

members thereof being referred to herein, collectively, as the “Managers” and, individually, as a 

“Manager”). Except as to matters the determination of which has been reserved to the Member 

hereunder, the Board shall have the authority to manage and direct the management of the 

business and affairs of the Company and to make all decisions to be made by or on behalf of the 

Company. The powers of the Board of Managers shall include all powers, statutory or 

otherwise, possessed by or permitted to managers of a limited liability company under the laws 

of the State of Delaware. Approval by, consent of or action taken by the Board of Managers in 
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accordance with authority granted by or under this Agreement, or by the Member, as applicable, 

shall constitute approval or action by the Company and shall be binding on the Company. Any 

Person dealing with the Company shall be entitled to rely on a certificate or any writing signed 

by the Managers, or by the Member, as applicable, as the duly authorized action of the Company.

(b) The Board of Managers shall at all times consist of a minimum of 3 and a 

maximum of 15 Managers. The Board of Managers shall initially consist of six (6) Managers, 

who shall be selected by a majority vote of the Board of Managers (the “Member Board”) of 

the Member (the Managers selected by the Member Board being referred to herein, collectively, 

as the “Member Managers” and, individually, as a “Member Manager”). An additional five 

Managers shall be selected and appointed to the Board no later than the date on which trading 

officially commences on the Company’s trading platform for interest rate swaps, and the number 

of authorized members of the Board of Managers shall thereafter be eleven (11) unless modified 

by a vote of the Board of Managers, including a majority of the Independent Managers. One (1) 

Manager shall be selected by majority vote of the members of the IRS Vertical Committee 

established in accordance with the Javelin SEF Rule Book of the Company (the Manager 

selected by the IRS Vertical Committee being referred to herein as the “IRS Vertical

Manager”). In addition, the Member Board shall select (by majority vote) four (4) additional 

Managers to serve as independent managers, or such higher minimum number and meeting such

requirements as may be required to comply with or to qualify for a regulatory safe harbor under 

applicable law (such independent managers being referred to herein, collectively, as the 

“Independent Managers” and, individually, as an “Independent Manager”). If more than four 

Independent Managers are required under such safe harbor, the number of Managers comprising 

the whole Board shall be increased accordingly. Each member of the Board shall have one vote.

Section 2.2 Election; Term of Office; Resignation; Removal; Vacancies. Each

Manager shall hold office for a term of one year or until his or her earlier resignation or removal. 

Any Manager may serve multiple one year terms. Any Manager may resign at any time upon 

written notice to the Company directed to the Board of Managers or the Secretary. 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 Member Manager 

may be removed at any time, with or without cause, by a majority vote of the Member Board. 

Any Independent Manager may be removed at any time, with or without cause, by a majority 

vote of the Board of Managers, provided that a majority of all other Independent Managers must 

vote to remove an Independent Manager without cause. The IRS Vertical Manager may be 

removed at any time, with or without cause, by a majority vote of the IRS Vertical Committee. 

If the Designated Market Maker or Designated Swap Broker by whom the IRS Vertical Manager 

is employed is either suspended or terminated, such suspension or termination shall constitute 

grounds for removal of the IRS Vertical Manager from the Board. If the IRS Vertical Manager 

is no longer employed by such Designated Market Maker or Designated Swap Broker, such 

termination of employment shall constitute grounds for removal of the IRS Vertical Manager. 

Unless otherwise provided by the Certificate, vacancies and newly created Manager positions 

resulting from any increase in the authorized number of Managers shall be filled (i) by a majority 

vote of the Member Board if such vacancy occurs with respect to a Member Manager or an 

Independent Manager or (ii) by a majority vote of the IRS Vertical Committee if such vacancy 

occurs with respect to the IRS Vertical Manager.
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Section 2.3 Qualification of Managers. Each individual elected to the Board pursuant 

to Section 2.2 above prior to serving on the Board and each year thereafter for so long as he or 

she continues to serve on the Board, shall certify in writing to the Company that he or she (a) is 

not subject to a statutory disqualification under section 8a(2) of the Commodity Exchange Act, 

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

Regulation 1.63(a)(6) (a “Manager Restriction”). If at any time the Member or any Manager

shall become aware of any circumstance that indicates or could reasonably be expected to 

indicate that any Manager (the “Affected Manager”) is subject to a Manager Restriction, the 

Member or Manager discovering such circumstance shall promptly give written notice thereof to 

the other Managers (other than the Affected Manager) together with such information and 

supporting materials they have obtained reasonably setting forth the relevant circumstances. In 

any such event the Managers (other than the Affected Manager) shall promptly undertake or 

cause to be undertaken an investigation with a view to determining whether the applicable 

Manager is subject to a Manager Restriction. If it is found by a majority of the Managers (other 

than the Affected Manager) that the Affected Manager is in fact subject to a Manager

Restriction, the Affected Manager shall automatically be removed from such position and the 

Member and the other Managers shall cooperate reasonably (including by executing appropriate 

Member and/or Board consents) to effect such removal. For the sake of clarity, the removal of a 

Manager pursuant to this paragraph shall not limit the ability of the Member Board or the IRS 

Vertical Committee to designate a replacement therefor in accordance with Section 2.2.

Section 2.4 Committees. The Board may designate from among the Managers one or 

more committees, each of which shall be comprised of one or more Managers, and may 

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

subject to any limitations imposed by the Board, replace absent or disqualified Managers at any 

meeting of that committee. Any such committee shall have and may exercise all of the authority 

delegated by the Board in a resolution, or ascribed to such committee in a written charter, that 

has been approved by the Managers.

Section 2.5 Regular Meetings. Regular meetings of the Board shall be held at such 

dates, times and places either within or without the State of Delaware as the Managers shall from 

time to time determine.

Section 2.6 Special Meetings. Special meetings of the Board may be called at any 

time by the Chairman, the Chief Executive Officer or by any Manager. Each special meeting

shall be held at such date, time and place either within or without the State of Delaware as shall 

be fixed by the person or persons calling the meeting.

Section 2.7 Notice of Meetings. Written notice of each meeting of the Board, stating 

the date, time and place of the meeting, shall be given to each Manager at least forty-eight (48) 

hours in advance of the meeting. Notice may be given by letter, electronic mail or facsimile 

transmission and shall be deemed to have been given to a Manager when deposited with a 

nationally recognized overnight courier service or transmitted by electronic mail or facsimile, as 

the case may be, directed to the applicable street address, email address or facsimile number for 

such Manager maintained in the records of the Company (which address may be changed by any 

Manager by notice sent to the Company and the other Managers as provided in this Section). A 

Manager may waive notice of any meeting and the attendance of a Manager at a meeting without 
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protesting prior to the end of such meeting the lack of notice of such meeting shall constitute a 

waiver of notice by such Manager.

Section 2.8 Telephonic Meetings Permitted. Members of the Board may participate in 

a meeting of the Board by means of conference telephone or similar communication equipment 

by means of which all persons participating in the meeting can hear each other and participation 

in the meeting pursuant to this Agreement shall constitute presence in person at such meeting.

Section 2.9 Quorum; Vote Required for Action; Member Decisions.

(a) Unless otherwise required by law, at each meeting of the Board, the 

presence of both (i) at least five of the then duly elected Member Managers and (ii) at least a 

majority of the other Managers then duly elected shall constitute a quorum for the transaction of 

business. If at any meeting of the Managers a quorum shall not be present, a majority of the 

Managers present may vote to adjourn the meeting from time to time, without notice other than 

announcement at the meeting, until a quorum shall attend.

(b) The vote of a majority of the Managers (regardless of the number of 

Managers present at a meeting at which a quorum is present) shall be the act of the Board, unless 

the vote of a greater number is required by law or the Certificate. Notwithstanding the prior 

sentence or any other provision of this Agreement, the actions set forth on Exhibit B hereto may 

only be taken by vote of a majority of the Managers and with the approval of two-thirds of the 

Member Managers.

(c) Notwithstanding any provision set forth in this Article II or anywhere else 

in this Agreement, the matters set forth on Exhibit C hereto are reserved for the Member and 

such actions set forth therein may only be taken with approval by a majority of the Board which 

shall include approval by two-thirds of the Member Managers and with approval by the Member.

Section 2.10 Organization. Meetings of the Board shall be presided over by the 

Chairman, or in his absence by the Chief Executive Officer, or in their absence by a chairman 

chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her 

absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.11 Written Consent.

(a) Any action requiring the vote, consent, approval or action of the Member

may be taken by a consent in writing or by electronic transmission, setting forth the action so 

taken, by the Member. An electronic transmission consenting to an action to be taken and 

transmitted by or on behalf of the Member shall be deemed to be written, signed and dated for all 

purposes of this Agreement, provided that (i) any such electronic transmission sets forth or is 

delivered with information from which the Company can reasonably determine (A) that the 

electronic transmission was transmitted by the Member or by a Person or Persons authorized to 

act for the Member and (B) the date on which the Member or authorized Person or Persons 

transmitted such electronic transmission and (ii) such consent is reproduced in paper form (or by 

copy, facsimile or other reliable reproduction of a consent in writing as the Company may from 

time to time permit) and until such paper form (or copy, facsimile or other reliable reproduction 

of a consent in writing as the Company may from time to time permit) shall be delivered to the 
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Company by delivery to its registered office in the state of Delaware, its principal place of 

business or an officer or agent of the Company having custody of the book in which proceedings 

of meetings of Members are recorded. The date on which such electronic transmission is 

transmitted shall be deemed to be the date on which such consent was signed. 

(b) Any action requiring the vote, consent, approval or action of the Board, or 

any committee thereof, may be taken without a meeting if a consent in writing or by electronic 

transmission, setting forth the action so taken by the Board or such committee, as the case may 

be, is signed by the Managers the affirmative vote of which would be required to take such 

action at a meeting at which the whole Board or Committee were present and such action shall 

be effective when it has been so signed (including deemed signature as described in the next 

sentence), unless a different effective time is provided in the written action. Unless a different 

effective time is provided in the electronic transmission, an electronic transmission consenting to 

an action to be taken and transmitted by or on behalf of a Manager shall be deemed to be written, 

signed and dated for all purposes of this Agreement, provided that any such electronic 

transmission sets forth or is delivered with information from which the Company can reasonably 

determine (i) that the electronic transmission was transmitted by such Manager or by a Person or 

Persons authorized to act for such Manager and (ii) the date on which such Manager or 

authorized Person or Persons transmitted such electronic transmission. The date on which such 

electronic transmission is transmitted shall be deemed to be the date on which such consent was 

signed.

Section 2.12 Compensation. No salary shall be paid to the Member for its duties set 

forth hereunder. The Board shall have the authority to fix the compensation of Managers, which 

compensation may include the reimbursement of expenses incurred in connection with meetings 

of the Board or a committee thereof. The Company shall reimburse Managers for reasonable 

expenses incurred on behalf of the Company which expenses have been approved by the Board. 

Section 2.13 Transactions between the Company and Managers. A Manager may not, 

without the approval of the Board, engage in any transaction (including, without limitation, the 

purchase, sale, lease, or exchange of any property; the rendering of any service; borrowing or 

loaning money; or the establishment of any salary, other compensation, or other terms of 

employment), in each case with the Company (each an “Interested Transaction”). The Board 

shall not approve an Interested Transaction unless the terms and conditions of such Interested 

Transaction, on an overall basis, are fair and reasonable to the Company. The terms and 

conditions of an Interested Transaction shall be deemed to be fair and reasonable to the 

Company for purposes of this Section 2.13 if the terms and conditions of such Interested 

Transaction are no less favorable to the Company than those that are generally available from 

Persons capable of similarly performing them and in similar transactions between parties 

operating at arm’s length or the terms and conditions of such Interested Transaction are equitable 

to the Company taking into account the totality of the relationships between the parties involved 

(including other transactions (whether or not of the same type) that may be particularly favorable 

or advantageous to the Company).

Section 2.14 Transfer of Interest. Subject to compliance with the provisions of Section 

37.5 of the CFTC’s rules or such successor or additional rules as may be adopted by the CFTC or 

any other regulator to whose jurisdiction the Company is subject, the Member may transfer or 
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assign all or a portion of its interest in the Company at any time. Upon a transfer of the 

Member’s entire interest in the Company, such transferee or assignee shall become the 

“Member” for all purposes of this Agreement. Upon a transfer or assignment of less than the 

Member’s entire interest in the Company, the Member and such transferee or assignee may

amend this Agreement to reflect such transfer or assignment on such terms as they may agree. 

Section 2.15 Limited Liability.

(a) Except as otherwise provided by the Act, the debts, obligations and 

liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the 

debts, obligations and liabilities of the Company, and the Member, Managers and officers shall 

not be obligated personally for any such debt, obligation or liability of the Company solely by 

reason of being a member, Manager or officer of the Company.

(b) To the extent that at law or in equity, the Member, Managers or officers 

shall have duties (including fiduciary duties) and liabilities to the Company, such duties and 

liabilities may be restricted by provisions of this Agreement. The Member, Managers and 

officers shall not be liable to the Company for any loss, damage or claim incurred by reason of 

any act or omission performed or omitted by such Member, Manager or officer in good faith on 

behalf of the Company and in a manner reasonably believed to be within the scope of authority 

conferred on such Member, Manager or officer by this Agreement.

(c) The Member, Managers and officers shall be fully protected in relying in 

good faith upon the records of the Company and upon such information, opinions, reports or 

statements presented to the Company by any person as to the matters the Member, Managers or 

officers reasonably believe are within such other person’s professional or expert competence and 

who has been selected with reasonable care by or on behalf of the Company, including 

information, opinions, reports or statements as to the value and amount of the assets, liabilities, 

profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets 

from which distributions to the Member might properly be paid.

(d) Any repeal or modification of this Section 2.15 shall not adversely affect 

any right or protection of the Member, Managers and officers existing prior to such repeal or 

modification.

ARTICLE III

OFFICERS AND LIABILITY

Section 3.1 Officers. The officers of the Company shall be chosen by the Board. The 

Company shall appoint a Chief Compliance Officer and may appoint a Chairman of the Board, a 

Chief Executive Officer, a Secretary, and any number of Managing Directors, Vice Presidents, 

and other officers and assistant officers as may be deemed necessary or desirable by the Board. 

Any number of offices may be held by the same person, unless otherwise prohibited by law, the 

Certificate or this Agreement. The officers of the Company need not be Members or Managers 

of the Company. Except for the Chief Compliance Officer, the Board, in its discretion, may 

choose not to fill any office for any period as it may deem advisable.
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Section 3.2 Term of Office; Resignation; Removal; Vacancies. Subject to Section

2.9(b), the Board shall elect the officers of the Company who shall hold their offices for such 

terms and, except as provided in Sections 3.3 and 3.6 regarding the Chief Compliance Officer,

shall exercise such powers and perform such duties as shall be determined from time to time by 

the Board; and all officers of the Company shall hold office until their successors are chosen and 

qualified, or until their earlier resignation or removal. Any officer may resign at any time upon 

written notice to the Company directed to the Board and the Secretary. 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 or 

agent with or without cause at any time by the affirmative vote of a majority of the Board. Any 

such removal shall be without prejudice to the contractual rights of such officer or agent, if any, 

with the Company, but the election of an officer or agent shall not of itself create any contractual 

rights. Any vacancy occurring in any office of the Company by death, resignation, removal or 

otherwise may be filled by the Board.

Section 3.3 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. In 

addition, the Chief Compliance Officer shall have such powers and duties as required by Section 

37.1501of the CFTC Rules or such successor or additional rules as may be adopted by the CFTC 

or any other regulator to whose jurisdiction the Company is subject.

Section 3.4 Chairman of the Board. The Chairman of the Board shall preside at all 

meetings of the Board and shall have such other powers and perform such other duties as may be 

prescribed by the Board from time to time or provided in this Agreement. The Chairman of the 

Board shall perform all the duties and responsibilities and exercise all the powers of the Chief 

Executive Officer whenever the Chief Executive Officer is unable to serve, by reason of 

sickness, absence or otherwise.

Section 3.5 Chief Executive Officer. The Chief Executive Officer shall be the 

principal operating officer of the Company and, subject to the control of the Board, shall in 

general direct the business operations of the Company. He or she shall, in the absence of the 

Chairman of the Board, preside at all meetings of the Board. He or she may sign, with the 

Secretary or an Assistant Secretary or any other proper officer of the Company authorized by the 

Board, deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized 

to be executed, except in cases where the signing and execution thereof shall be expressly 

delegated by the Board or by this Agreement to some other officer or agent of the Company, or 

shall be required by law to be otherwise signed or executed; and in general shall perform all 

duties incident to the office of Chief Executive Officer and such other duties as may be 

prescribed by the Board or this Agreement from time to time.

Section 3.6 Chief Compliance Officer. The Chief Compliance Officer shall report to 

the Board. He or she shall be responsible for establishing and administering policies and 

procedures to ensure the Company’s compliance with Section 5h of the Commodity Exchange 

Act, and shall have the authority to develop and enforce such policies and procedures. The Chief 

Compliance Officer shall have supervisory authority over all staff acting at the direction of the 
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Chief Compliance Officer. The Chief Compliance Officer shall perform such other duties and 

have such other powers as the Board may, from time to time, prescribe.

Section 3.7 Secretary and the Assistant Secretaries. The Secretary shall attend all 

meetings of the Board, and record all the proceedings of the meetings in a book or books to be 

kept for that purpose. Under the Chief Executive Officer’s supervision, the Secretary shall give, 

or cause to be given, all notices required to be given by this Agreement or by law; shall have 

such powers and perform such duties as the Board, the Chairman of the Board, the Chief 

Executive Officer or this Agreement may, from time to time, prescribe; and shall have custody of 

the corporate seal, if any, of the Company. The Secretary, or an Assistant Secretary, shall have 

authority to affix the corporate seal, if any, to any instrument requiring it and when so affixed, it 

may be attested by his or her signature or by the signature of such Assistant Secretary. The 

Board may give general authority to any other officer to affix the corporate seal, if any, and to 

attest the affixing by his or her signature. The Assistant Secretary shall, in the absence or 

disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall 

perform such other duties and have such other powers as the Board, the Chairman of the Board, 

the Chief Executive Officer or Secretary may, from time to time, prescribe.

Section 3.8 Additional Officers. The Board may appoint additional officers such as 

Chief Financial Officer, Chief Operating Officer, a Treasurer, Managing Directors or Vice 

Presidents (the “Officers”) at any time. The Officers shall serve at the pleasure of the Board, 

subject to all rights, if any, under any contract of employment. The Officers shall exercise such 

powers and perform such duties as the Board, the Chief Executive Officer or this Agreement 

may from time to time prescribe. The Board may require any officer, agent or employee to give 

security, by bond or otherwise, for the faithful performance of his duties.

Section 3.9 Compensation of Officers. The compensation of each officer shall be 

fixed by the Board and no officer shall be prevented from receiving such compensation by virtue 

of his or her also being a Manager.

Section 3.10 Books and Records. The Secretary shall keep proper and usual books and 

records pertaining to the business of the Company. The books and records of the Company shall 

be kept at the principal office of the Company or at such other places, within or without the State 

of Delaware, as the Secretary shall from time to time determine.

ARTICLE IV

INDEMNIFICATION AND INSURANCE

Section 4.1 Right to Indemnification.

(a) The Member, Managers, officers, employees and agents of the Company 

(each, an “Indemnitee”) shall be indemnified by the Company to the fullest extent permitted 

under the Act and the general corporate law of the state of Delaware, as applicable and currently 

or hereafter in effect. To the fullest extent permitted under the Act, the general corporate law of 

the state of Delaware or any other applicable law as currently or hereafter in effect, no Member, 

Manager or officer and no affiliate of any Member, Manager or officer shall be personally liable, 

responsible or accountable in damages or otherwise to the Company, to its Member or to any 
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other Person that is a party to or is otherwise bound by this Agreement for or with respect to any 

action taken or failure to act on behalf of the Company within the scope of the authority 

conferred on such Member, Manager or officer by this Agreement or by law. 

(b) To the extent that at law or in equity a party shall have duties (including 

fiduciary duties) and liabilities to the Company or the Member, such duties and liabilities may be 

restricted by provisions of this Agreement. None of the Managers or the Member shall be liable 

to the Company, to the Member or to any other Person that is a party to or is otherwise bound by 

this Agreement for any loss, damage or claim incurred by reason of any act or omission 

performed or omitted by such Manager or the Member in good faith on behalf of the Company 

and in a manner reasonably believed to be within the scope of authority conferred on such 

Manager or the Member by this Agreement. No officer shall be liable to the Company, the 

Member or to any other Person that is a party to or is otherwise bound by this Agreement for any 

loss, damage or claim incurred by reason of any act or omission reasonably required to be 

performed or omitted by such officer within the scope of his or her employment on behalf of the 

Company.

(c) The Managers and officers shall be fully protected in relying in good faith 

upon the records of the Company and upon such information, opinions, reports or statements 

presented to the Company by any Person as to the matters any such Manager or officer 

reasonably believes are within such other Person’s professional or expert competence and who 

has been selected with reasonable care by or on behalf of the Company, including information, 

opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses 

or net cash flow or any other facts pertinent to the existence and amount of assets from which 

distributions to the Member might properly be paid.

(d) The right to indemnification conferred in this Article IV shall be a contract 

right and shall include the right to be paid by the Company the expenses incurred in defending 

any such proceeding in advance of its final disposition (hereinafter an “advancement of 

expenses”); provided, however, that an advancement of expenses incurred by an Indemnitee in 

his capacity as a Manager or officer shall be made only upon delivery to the Company of an 

undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all 

amounts so advanced if it shall ultimately be determined by final judicial decision from which 

there is no further right to appeal (hereinafter a “final adjudication”) that such Indemnitee is not 

entitled to be indemnified for such expenses under this Article IV or otherwise.

Section 4.2 Right of Indemnitee to Bring Suit. If a claim under Section 4.1 above is 

not paid in full by the Company within sixty days after a written claim has been received by the 

Company, except in the case of a claim for an advancement of expenses, in which case the 

applicable period shall be thirty days, the Indemnitee may at any time thereafter bring suit 

against the Company to recover the unpaid amount of the claim. If successful in whole or in part 

in any such suit, or in a suit brought by the Company to recover an advancement of expenses

pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the 

expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to 

enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to 

enforce a right to an advancement of expenses) it shall be a defense that, and (b) any suit brought 

by the Company to recover an advancement of expenses pursuant to the terms of an undertaking 
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the Company shall be entitled to recover such expenses upon a final adjudication that, the 

Indemnitee has not met the applicable standard of conduct set forth in the Act. Neither the failure 

of the Company (including its Board, independent legal counsel or the Member) to have made a 

determination prior to the commencement of such suit that indemnification of the Indemnitee is 

proper in the circumstances because the Indemnitee has met the applicable standard of conduct 

set forth in the Act, nor an actual determination by the Company (including its Board, 

independent counsel or the Member) that the Indemnitee has not met such applicable standard of 

conduct, shall create a presumption that the Indemnitee has not met the applicable standard of 

conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any 

suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of 

expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the 

terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be 

indemnified, or to such advancement of expenses, under this Article IV or otherwise shall be on 

the Company.

Section 4.3 Insurance. The Company may purchase and maintain insurance on behalf 

of any Indemnitee against any liability asserted against such Indemnitee and incurred by such 

Indemnitee in any such capacity, or arising out of such Indemnitee’s status a Member, Manager, 

officer, employee or agent of the Company, whether or not the Company would have the power 

to indemnify such Indemnitee against such liability under the provisions of Section 4.1 or under 

applicable law.

ARTICLE V

FISCAL MATTER

Section 5.1 Deposits. All funds of the Company shall be deposited in an account or 

accounts in such banks, trust companies or other depositories as the Board or Chief Financial 

Officer may select.

Section 5.2 Financial Records. All financial records shall be maintained and reported 

using United States generally accepted accounting principles, consistently applied. 

Section 5.3 Fiscal Year. The fiscal year of the Company shall begin on the first day of 

January and end on the last day of December each year, unless otherwise determined by the 

Board.

Section 5.4 Agreements, Consents, Checks, Etc. All agreements, consents, checks, 

drafts or other orders for the payment of money, and all notes or other evidences of indebtedness 

issued in the name of the Company shall be signed by the Chief Executive Officer or those 

persons authorized from time to time by the Chief Executive Officer or the Board.

Section 5.5 Transactions with the Member. Except as provided in the Act, the 

Member may lend money to, borrow money from, act as surety, guarantor or endorser for, 

guarantee or assume one or more obligations of, provide collateral for, and transact other 

business with the Company and has the same rights and obligations with respect to any such 

matter as a person who is not the Member.
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Section 5.6 Contributions.

(a) Prior to the Effective Date, the Member has made capital contributions to 

the Company (the “Prior Contributions”). No interest shall accrue on any contribution and the 

Member shall not have the right to withdraw or be repaid any contribution except as provided 

herein.

(b) In addition to the Prior Contributions, the Member may, but shall not be 

obligated to, make additional contributions to the Company. 

Section 5.7 Distributions. The Company may make distributions as determined by the 

Member from time to time in accordance with this Agreement; provided, however, that no 

distribution shall be declared and paid unless, after the distribution is made, the assets of the 

Company are in excess of the liabilities of the Company and such distribution does not violate 

the Act or other applicable law, or reduce the Company’s financial resources below those 

required by 17 CFR 37.1300 et seq or any successor regulation under the Commodity Exchange 

Act. The Member may, at its sole discretion, elect to receive a distribution in the form of assets 

other than cash.

ARTICLE VI

LIQUIDATION

Section 6.1 Liquidating Events. The Company shall dissolve and commence winding 

up and liquidation only upon the first to occur of any of the following (“Liquidation Events”):

(a) the sale of all or substantially all of the assets of the Company;

(b) the resignation of the Member or any other event that causes the last 

remaining member of the Company to cease to be a member of the 

Company, unless the business of the Company is continued in a manner 

permitted by the Act; or

(c) the entry of a decree of judicial dissolution pursuant to Section 18-802 of 

the Act;

provided, however, that no dissolution of the Company shall be effective unless the Commodity 

Futures Trading Commission (or any successor regulator thereto) shall have been given 

reasonable advance notice thereof (which shall be not less than 5 business days’ notice). 

Section 6.2 Winding Up. Upon the occurrence of a Liquidating Event, the Company 

shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating 

its assets and satisfying the claims of its creditors and Member. The Member, Managers and 

officers shall not take any action which is inconsistent with, or not necessary to or appropriate 

for, the winding up of the Company’s business and affairs. The Member shall be responsible for 

overseeing the winding up and dissolution of the Company and shall take full account of the 

Company’s liabilities. The property of the Company shall be liquidated as promptly as is 

consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent 
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sufficient, shall be applied and distributed, subject to any reasonable reserves maintained for

contingent, conditional or unmatured obligations of the Company, in the following order: 

(a) first, to the satisfaction (whether by payment or the making of reasonable 

provision for payment thereof) of all of the Company’s debts and 

liabilities to creditors other than the Member;

(b) second, to the satisfaction (whether by payment or the making of 

reasonable provision for payment thereof) of all of the Company’s debts 

and liabilities to the Member; and

(c) the balance, if any, to the Member.

Section 6.3 Member’s Bankruptcy. The Member shall not cease to be the Member 

solely as a result of the occurrence of any of the following and upon the occurrence of any such 

event, the business of the Company shall continue without dissolution:

(a) the Member makes an assignment for the benefit of creditors;

(b) the Member files a voluntary petition in bankruptcy;

(c) the Member is adjudged bankrupt or insolvent, or has entered against it an 

order of relief, in any bankruptcy or insolvency proceeding;

(d) the Member files a petition or answer seeking for itself any reorganization, 

arrangement, composition, readjustment, liquidation, dissolution or similar 

relief under any statute, law or regulation;

(e) the Member files an answer or other pleading admitting or failing to 

contest the material allegations of a petition filed against it in any 

proceeding of this nature;

(f) the Member seeks, consents to or acquiesces in the appointment of a 

trustee, receiver or liquidator of the member or of all or any substantial 

part of its properties;

(g) any proceeding against the Member seeking reorganization, arrangement, 

composition, readjustment, liquidation, dissolution or similar relief under 

any statute, law or regulation is not dismissed; or

(h) appointment of a trustee, receiver or liquidator of the Member.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Amendments. This Agreement may be altered, amended or repealed, or a 

new Agreement may be adopted, only with the consent of the Member and two-thirds of the 
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Board except that any amendment to Section 1.5 and Exhibit A to provide updated address 

information shall only require written notice of such change be given to the Member.

Section 7.2 Merger and Conversion. The Company may be merged, consolidated or 

converted with or into any other entity upon a vote of approval by two-thirds of the Board and 

the consent of the Member.

Section 7.3 Binding Effect. Except as otherwise provided in this Agreement, every 

covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of 

the Member and its respective heirs, legatees, legal representatives, successors, transferees and 

assigns.

Section 7.4 Creditors. None of the provisions of this Agreement shall be for the 

benefit of or enforced by any creditor of the Company or Member.

Section 7.5 Construction. The Member shall have the full power and authority to 

construe and interpret this Agreement.

Section 7.6 Headings. Section and other headings contained in this Agreement are for 

reference purposes only and are not intended to describe, interpret, define or limit the scope, 

extent or intent of this Agreement or any provision hereof.

Section 7.7 Severability. Every provision of this Agreement is intended to be 

severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such 

illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

Section 7.8 Variation of Pronouns. All pronouns and any variations thereof shall be 

deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the person 

or persons may require.

Section 7.9 Governing Law. The laws of the State of Delaware shall govern the 

validity of this Agreement, the construction of its terms, and the interpretation of the rights and 

duties of the Member, Managers and officers, without regard to the principles of conflicts of 

laws.

[signature page follows]

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EXHIBIT A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

JAVELIN SEF, LLC

NAME AND ADDRESS OF

MEMBER MEMBERSHIP 

INTEREST

Javelin Capital Markets, LLC

443 Park Avenue South, 10th Floor

New York, NY 10016

100%
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EXHIBIT B

TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

JAVELIN SEF, LLC

Board Actions

The taking of the actions set forth below shall require approval by a majority of the Board which 

shall include two-thirds of the Member Managers:

(1) appointment of the Chief Executive Officer of the Company;

(2) entry by the Company into any partnership, limited liability company or joint 

venture, or other investment in or acquisition of stock, partnership or membership interests or 

other equity securities of any Person;

(3) entering into any agreement that by its terms prohibits the Company from making 

any distributions to the Member or otherwise specifies the timing with respect to the making of 

any distributions;

(4) any repurchase, cancellation or redemption of interest in the Company by the 

Company;

(5) approval of any equity compensation plans or other equity arrangements of the 

Company;

(6) entering into any agreement, including any capital lease, with a term of greater 

than one year and involving payments to or by the Company in excess of $250,000 per annum;

(7) entering into any employment or consulting agreement involving payments by the 

Company in excess of $250,000 per annum;

(8) any provision of guarantees or indemnities obligating the Company in excess of 

$250,000;

(9) any waiver of an obligation to the Company in excess of $250,000;

(10) any termination of a material contract or arrangement involving the Company 

which is in excess of $250,000 per annum;

(11) appointment of the Company’s independent public accounting firm;

(12) commencement or settlement of any litigation or proceeding involving the 

Company;

(13) any charitable or political donation by the Company;
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(14) changes or modifications to any significant accounting policy or practice of the 

Company;

(15) approval of the annual budget of the Company;

(16) approval of any capital expenditure by the Company (other than those approved in

connection with the annual budget) in excess of $250,000; and 

(17) making of any tax election that would have a material effect on the tax position of

the Company.
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EXHIBIT C

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

JAVELIN SEF, LLC

Member Actions

The taking of the actions set forth below shall require approval by a majority of the Board which 

shall include approval by two-thirds of the Member Managers and approval by the Member:

(1) acquisition or disposition of any business or a business division or line 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 all or substantially all of the membership or 

other equity interest in the Company in any transaction or a series of related transactions, 

(b) sale, transfer or other disposition by the Company of all or substantially all of its 

assets, including a sale by the Company, in any transaction or a series of related

transactions, (c) merger, consolidation, reorganization or other business combination with

any other entity in which the Company is not the surviving entity of such transaction, or 

the Member’s membership or other equity interest in the surviving entity is less than all 

of the outstanding interest in such entity, (d) admission of an additional member to the 

Company, (e) distribution to a Member, or (e) dissolution and winding up of the 

Company;

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

unrelated to the Company’s Purposes (as defined in the Member Agreement) or that 

would make it impossible to carry out the ordinary business of the Company;

(4) entering into or consummation of (a) a merger of the Company into an entity which is a 

“C” corporation, with such “C” corporation being the surviving corporation and the

interests in the Company being converted into shares of common stock in such “C” 

corporation; (b) the exchange of interests in the Company for shares of common stock in 

a “C” corporation; or (c) the occurrence of some other transaction pursuant to which the 

interests in the Company are exchanged or converted into shares of common stock in a 

“C” corporation;

(5) a public offering of debt or equity securities of the Company;

(6) issuance of (a) any equity interest in the Company or any other securities or other equity 

obligations of the Company, including appreciation, phantom stock or profit participation 

rights, (b) any rights, options, or warrants to purchase any such equity interest, securities, 

obligations or rights, or to purchase any securities of any type whatsoever that are, or 

may become, convertible into any such equity interest, securities, obligations or rights 

and (c) any other securities of any type whatsoever that are, or may become, convertible 

into any such equity interest, securities, obligations or rights;
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(7) amendments to the Agreement or any other governing document of the Company, 

including to change the number of Managers on the Board;

(8) the Company (a) making an assignment for the benefit of creditors, (b) applying for, 

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

trustee, examiner, liquidator or similar official for it or any of its property, (c) instituting

any proceeding seeking an order for relief under the Federal bankruptcy laws as now or 

hereafter in effect or seeking to adjudicate it 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 fail to file an answer or other pleading denying the 

material allegations of any such proceeding filed against it, (d) taking any action to

authorize or effect any of the foregoing actions or (e) failing to contest in good faith any 

appointment or proceeding described above; and

(9) incurrence by the Company of any indebtedness for borrowed money to the extent the 

indebtedness of the Company would, after such incurrence, exceed $250,000 in the 

aggregate.