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.

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ARTICLE VI
Powers, Rights and Duties of the Board

Section 6.1. | Management of the Company.

(a) Board, Except as otherwise provided in this Agreement, the business and affairs
of the Company shall be exclusively managed under the direction of a Board, subject to any
power and authority delegated to the Officers as provided in Article VIII, 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 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 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. As of the date hereof, the Board shall consist of two directors
elected by GFIX for such purpose. At all times, the Board shall consist of no less than one, and
up to seven, directors from time to time elected by GFIX for such purpose. GFIX 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 remoyal.

(c) Composition of the Board. At all times following the appropriate compliance
date of CFTC regulations applicable to the Company’s governance, the members of the Board
shall include no fewer than the minimum number or percentage of “Public Directors” required by
such CFTC regulations.

(d) Removal and Resignation of Directors. Members of the Board may be removed
from, and substitute or additional members of the Board may be appointed to, the Board, at any
time by a Majority-in-Interest of the Members. The Board shall have procedures, as may be
further set forth in policies that the Company may adopt, to remove a member from the Board
where the conduct of such member is likely to be prejudicial to the sound and prudent
management of the Company.

(e) Compensation of Directors. 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


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

SOLE MEMBER:
GFIX LLC

A .
By: kate \ =
Name: Saude Herren)

Title:

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not disqualified from voting, whether or not he or she or they constitute a quorum, may by
unanimous vote appoint another member of the Board to act at the meeting in the place of the
absent or disqualified member. 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 ate not directors of the Company; provided, however, that no such committee shall
have or may exercise any authority of the Board.

(b) 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. Adequate provision shall be made for notice of such meetings to be
given to members of the committees.

(c) Unless the Board otherwise provides, each committee designated by the Board
may adopt, amend and repeal rules for the conduct of its business, In the absence of a provision
by the Board or a provision in the rules 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.
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.

ARTICLE VII

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 or Officers 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

60933273 7


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from serving the Company or any of its Affiliates in any other capacity and receiving
compensation for such service. The compensation of Public Directors shall not be linked to the
business performance of the Company.

(f) Meetings of the Board.

@ 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) Quorum and Voting. 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.

(iii) 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, unless all members of the Board agree to a shorter time period for
such notice.

(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 meeting; 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 GFIX, as
the sole Member of the Company, 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.

Section 6.2. Committees of the Board,

(a) The Board may from time to time designate one or more committees of the
Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating, if it desires, other directors
as alternate members who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at the meeting and


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. GFIX 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. A notice must be addressed to an Interest Holder or Member at
the Interest Holder’s or Member’s last known address on 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 may not be amended without the written consent of the
Majority-in-Interest of the Members. 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.]

60933273 9


Exhibit G-1

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
GFI SWAPS EXCHANGE LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of
GFI Swaps Exchange LLC (such agreement, as amended from time to time, shall be referred to herein as
this “Agreement”), effective as of August 14, 2015 (the “Effective Date”), is entered into by GFIX LLC,
a Delaware limited liability company (“GFIX”), as Member (as hereinafter defined), and each of those
other Members executing this Agreement from time to time in accordance with the terms hereof.

EXPLANATORY STATEMENT

GFIX formed the Company pursuant to a Certificate of Formation (the “Certificate”) filed with
the Secretary of State of Delaware on October 23, 2012, and has been operating pursuant to that certain
Limited Liability Company Agreement dated July 10, 2013 (the “Original LLC Agreement”). The sole
Member has determined to amend and restate the Original LLC Agreement in its entirety in connection
with certain modifications to the Board (as hereinafter defined) composition provisions in accordance
with the terms and subject to the conditions set forth in this Agreement. The sole Member has determined
to enter into this Agreement to govern the management and operation of the Company and the
relationship of the parties 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 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.

(d) “Board” means the Board of Directors of the Company.

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EXHIBIT A

AME, ADDRESS, TAXPAYER IDENTIFICATION NUMBER

NAME, ADDRESS, TAXPAYER IDENTIFICATION NUMBER

AND PERCENTAGE INTEREST

Address and Taxpayer
Identification Number Percentage Interest

GFIX LLC

55 Water Street

New York NY 10041
EIN: 45-0601660

100%

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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 shail 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,

ARTICLE VIII
Officers

Section 8.1. Officers: Election or Appointment. The Board at any time and from time to time
may elect a Chief Executive Officer, President, Vice-President, Secretary, Chief Compliance Officer 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, Any
Officer may also be a director, officer, partner or employee of the Company or any of its Affiliates.

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 shalt 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,

60933273 8


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 a Majority-in-Interest of the Members, in its
reasonable discretion, deems to be in the best interest of the Company. The Company 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. Capital. It is acknowledged that GFIX has made all capital contributions to the
capital of the Company required to be made by GFIX as of the Effective Date. 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 3.3. 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.

ARTICLE IV
Dissolution

The Company shall be dissolved only if the Board 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 eyent 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.

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, 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 GFIX. 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, GFIX
shall have the right, without the consent of the Board, to Transfer all or any part of GFIX’s Membership
Rights, and such transferees shall automatically be deemed to be admitted as a Member in the Company.

60933273 4



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

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

(vy) “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 I

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.

Section2.2. Name. The name of the Company shall be “GFI Swaps Exchange LLC.” The
Company may do business under that name and under any other name or names as may be determined by
the Board.

Section 2.3. Purpose. The purposes of the Company shall be to (i) operate a swap execution
facility in accordance with the CEA and regulations promulgated by the CFTC thereunder, (ii) engage in
any and all activities necessary, desirable or incidental to the accomplishment of the foregoing and (iii)
engage in any other lawful act or activity for which limited liability companies may be organized under
the Act, as determined by the Board.

Section 2.4. 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 55 Water Street, New York, NY 10041, 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 Tit

Members; Capital; Profit, Loss and Distribution

Section 3.1. | Members. The name, present mailing address, taxpayer identification number
and Percentage Interest of each Member are set forth on Exhibit A. A Majority-in-Interest of the
Members shall have the right to admit additional Members from time to time as it determines in its sole
discretion. If at any time a Majority-in-Interest of the Members 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
Company shall have the right 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,

60933273 3



60933273

(e) “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.

(f) “CEA” means the Commodity Exchange Act.
(g) “CFTC” means the Commodity Futures Trading Commission,

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

(i) “Company” means the limited liability company formed in accordance with the
Certificate.
() “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. A Person is presumed to control another Person if the
Person: (i) is a director, general partner or officer exercising executive responsibility (or having
similar status or functions); (ii) directly or indirectly has the right to vote 25 percent or more of a
class of voting securities or has the power to sell or direct the sale of 25 percent or more of a class
of voting securities; or (iii) in the case of a partnership, has the right to receive, upon dissolution,
or has contributed, 25 percent or more of the capital. The terms “controlling” or “controlled”
have meanings correlative to the foregoing.

(ky “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 a 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.