AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LEDGERX LLC

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

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

and among the Company and its Members, including NYBX Inc., a Delaware corporation (the

“Initial Member”), and each other Person who after the date hereof becomes a Member and a

party to this Agreement by signing a joinder agreement hereto, is entered into as of September

29, 2014 pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C.

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

conditions that appear below. This Agreement amends and restates in its entirety the Operating

Agreement between the Company and the Initial Member, dated August 14, 2014.

SECTION 1

DEFINED TERMS

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

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

shall have the meanings respectively ascribed to them therein.

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

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

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

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

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

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

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

condemnation of Company assets and recovery of substantial amounts of insurance proceeds

from casualty loss.

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

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

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

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

provision of any succeeding law.

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

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

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

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

legal representatives, successors in interest, and permitted assigns.

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

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

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

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

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

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

Capital Proceeds above the applicable Profits Interest Hurdle.

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

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

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

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

holder of a Unit.

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

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

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

vote thereon as provided in this Agreement.

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

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

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

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

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

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

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

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

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

to pay current operating expenses and to pay or increase reserves for future expenses, debt
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service, capital improvements and replacements, in each case as determined by the Board to be

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

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

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

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

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

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

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

governmental organization or agency, or other entity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

hypothecate, pledge, assign, or otherwise transfer.

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

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

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

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

Units.

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

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

Withdrawal.
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SECTION 2

FORMATION, NAME, PURPOSE, TERM, AND OFFICE

2.1. FORMATION. The Company and the Initial Member formed a limited liability

company (and not a partnership) pursuant to the provisions of the Act and, for that purpose, the

Initial Member caused a Certificate of Formation of the Company (the “Certificate”) to be

prepared, executed, and filed with Secretary of State of the State of Delaware (the “Secretary of

State”) on April 8, 2014, a copy of which is included as Exhibit B to this Agreement.

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

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

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

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

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

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

Company and not in the name of any Member.

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

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

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

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

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

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

its property and assets.

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

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

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

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

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

terminated pursuant to Section 7 of this Agreement.

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

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

2.7. RESIDENT AGENT. The name and address of the Company’s resident agent in

the State of Delaware shall be The Corporation Trust Company, a Delaware resident, whose

address is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The

Board may change the resident agent from time to time.

2.8. QUALIFICATION.

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

in the office of the Secretary of State in accordance with the provisions of the Act. The
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Company and the Initial Member shall take any and all other actions reasonably necessary to

perfect and maintain the status of the Company under the laws of the State of Delaware. The

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

(b) QUALIFICATION WITH OTHER JURISDICTIONS AND AGENCIES.

The Company shall execute and file such forms or certificates and take any and all other actions

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

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

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

activities, property, or assets.

2.9 RESERVATION OF OTHER BUSINESS AND OPPORTUNITIES. Except and

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

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

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

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

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

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

or to the income or profits derived therefrom.

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

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

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

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

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

Agreement shall govern with respect to the subject matter hereof.

SECTION 3

MEMBERS, CAPITAL, AND LOANS

3.1. MEMBERSHIP.

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

the Initial Member is as follows:

Name: Address: Units:

NYBX Inc. 152 Madison Ave., 21st Floor, New

York, NY 10016

1,000,000

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

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

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

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

or other Persons who provide services to the Company. Any Person to whom Incentive Units are

granted will become a Member of the Company upon complying with the terms of grant and

signing a joinder agreement agreeing to be bound by the terms of this Agreement. Whenever

Incentive Units are granted, the Capital Account balances of all Members will be adjusted,

immediately before such grant becomes effective, to equal in the aggregate the Fair Market

Value of the Company as of such date. The aggregate amount of such adjusted Capital Account

balances is referred to as the “Profits Interest Hurdle”. As a result of such adjustment of Capital

Account balances, and in accordance with Rev. Proc. 93-27, 1993-2 CB 343, as clarified by Rev.

Proc. 2001-43, 2001 CB 191, all Incentive Units will be designed to constitute profits interests in

the Company, which will achieve value if, as and when the Company’s overall value increases

subsequent to the date of grant. Although the Revenue Procedures cited above provide that

profits interests should not be taxed either at the time of grant or the time of vesting, each

grantee, as a protective measure, will be required to timely make an election under Section 83(b)

of the Code with respect to a grant of Incentive Units, reporting the fair market value of such

Incentive Units for purposes of such election as zero.

(d) ADDITIONAL MEMBERS; VOTING INTERESTS. In addition to

grantees of Incentive Units admitted as additional Members pursuant to Section 3.1(c), additional

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

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

Unless named in this Agreement or admitted to the Company as a Member as provided herein,

no Person shall be considered a Member. The Company shall not be required to deal with any

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

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

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

Units shall be entitled to vote on such matters, and in such proportion to the Units of the Initial

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

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

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

3.2. CAPITAL CONTRIBUTIONS.

(a) INITIAL CAPITAL CONTRIBUTION. The Initial Member shall make

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

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

(b) ADDITIONAL CAPITAL CONTRIBUTIONS. The Initial Member shall

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

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

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

any right to withdraw or be repaid any contribution except as provided herein. The provisions of
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this Agreement are intended to benefit the Members and, to the fullest extent permitted by

Regulatory Requirements, shall not be construed as conferring any benefit upon any creditor of

the Company (and no such creditor of the Company shall be a third-party beneficiary of this

Agreement), and no Member shall have any duty or obligation to any creditor of the Company,

including, but not limited to, making any contribution to the Company or responding to any call

for capital, pursuant to this Agreement.

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

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

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

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

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

matter as a Person who is not a Member.

SECTION 4

DISTRIBUTIONS

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

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

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

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

Units other than Incentive Units.

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

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

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

order of priority:

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

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

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

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

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

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

proportion to their relative ownership of Units.

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

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

applicable to such Incentive Units has been reached.

4.3 LIMITATION ON DISTRIBUTIONS. Notwithstanding any provision to the

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

Member unless, after the distribution is made, the assets of the Company are in excess of the
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liabilities of the Company and such distribution would not violate this Agreement or Regulatory

Requirements.

SECTION 5

MANAGEMENT POWERS AND AUTHORITY, DUTIES, AND LIABILITIES

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

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

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

5 and the Act. The business and affairs of the Company shall be managed, operated, and

controlled by or under the direction of the Board, and the Board shall have, and is hereby

granted, the full and complete power and authority for, on behalf of, and in the name of the

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

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

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

set forth in Exhibit E) and the Act.

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

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

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

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

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

5.3. BOARD COMPOSITION; VACANCIES.

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

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

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

until his successor is elected or appointed and qualified or until his earlier death, resignation, or

removal. The Board and the Members entitled to vote on Directors shall take such actions as

may be required to ensure that the number of Directors constituting the Board is at all times at

least five (as such number shall be determined by the Board, from time to time), which shall

include Persons who are Public Directors in at least the number and percentage required by the

Rules or a regulatory safe harbor. For purposes of this Agreement, a “Public Director” means

any Director who has been found by the Board, which finding shall be reflected in the

Company’s records, to have no Material Relationship (as defined in the Rules) with the

Company, and otherwise meets Regulatory Requirements. The Board shall elect a Director to

serve as Chairman of the Board, who need not be a Public Director.

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

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

(by action of the remaining Directors (even if less than a quorum)) shall appoint a Person to fill

the vacancy (subject to the other provisions of this Section 5). If the vacancy is for a seat filled

by a Public Director, the Board shall appoint a Person that satisfies the definition of Public

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

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

right to attend all meetings of the Board in a nonvoting observer capacity (the “Founder

Observers”). The Company shall give such Founder Observers copies of all notices, minutes,

consents, and other materials that it provides to its directors at the same time and in the same

manner as provided to such directors; provided, however, that such Founder Observers shall

agree to hold in confidence and trust and to act in a fiduciary manner with respect to all

information so provided; and provided further, that the Company reserves the right to withhold

any information and to exclude such Founder Observers from any meeting or portion thereof if

access to such information or attendance at such meeting could adversely affect the attorneyclient privilege between the Company and its counsel or result in disclosure of trade secrets or a

conflict of interest. For purposes of this Section 5.3(c), “Service” shall mean the performance of

services for the Company (or a subsidiary, whether now existing or subsequently established) in

the capacity of an employee, subject to the control and direction of the employer entity as to both

the work to be performed and the manner and method of performance, or a consultant or

independent advisor. For purposes of this Agreement, the Founders shall be deemed to cease

Service immediately upon the occurrence of such individual no longer performing services in

any of the foregoing capacities for the Company or any subsidiary. Service shall not be deemed

to cease during a period of military leave, temporary sick leave or other temporary personal leave

approved by the Company.

5.4. RESIGNATION; REMOVAL.

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

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

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

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

effective.

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

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

to vote thereon.

5.5. MEETINGS.

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

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

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

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

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

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

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

each meeting of the Board shall be given to each Director at least 24 hours prior to such meeting.
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(b) SPECIAL MEETINGS. Special meetings of the Board shall be held on the

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

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

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

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

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

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

notice as to himself. Attendance by a Director at any meeting shall constitute a waiver of notice

of such meeting, except where a Director attends a meeting solely for the express purpose of

objecting to the transaction of any business on the ground that the meeting is not lawfully called

or convened. Neither the business to be transacted at, nor the purpose of, any regular or special

meeting of the Board need be specified in the notice or waiver of notice of such meeting.

5.6. QUORUM; MANNER OF ACTING.

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

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

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

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

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

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

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

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

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

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

committee or subcommittee).

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

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

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

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

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

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

5.8. COMPENSATION; NO EMPLOYMENT RIGHTS; POWER OF DIRECTORS.

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

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

reasonable out-of-pocket expenses incurred in the performance of his duties as a Director,

pursuant to such policies as from time to time established by the Board. Nothing contained in

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

other capacity and receiving reasonable compensation for such services.
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(b) NO EMPLOYMENT RIGHTS. This Agreement does not, and is not

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

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

agreement with any Director.

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

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

as a Director, shall have the power to act for or on behalf of, or to bind, the Company without

prior authorization of the Board.

5.9. BOARD AND OTHER COMMITTEES AND SUBCOMMITTEES.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

to serve on, and delegate powers to one or more additional committees, including, but not limited

to, an Executive Committee, each of which shall be composed of one or more Directors;

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

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

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

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

(i) authorizing or making distributions to the Members;

(ii) authorizing the issuance of any Units;
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(iii) approving a plan of merger or sale of the Company or of all or

substantially all of its assets and property;

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

cancellation of the Company or a revocation thereof;

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

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

committees or subcommittees of the Board; or

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

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

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

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

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

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

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

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

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

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

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

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

designated by the Board or until his earlier death, resignation, or removal. Any Officer may

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

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

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

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

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

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

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

5.11. INTERESTS TO CONSIDER; FIDUCIARY DUTIES.

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

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

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

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

Agreement or the Act, he shall make such decision in a manner which he believes to be in the

best interests of the Company and its Members.

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

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

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

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

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

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

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

but not limited to, any fiduciary duty, other than those expressly set forth herein. For the
13

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

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

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

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

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

in this Agreement.

5.12. LIMITATION OF DUTIES AND LIABILITIES; DELEGATION; RELIANCE;

INDEMNIFICATION; ADVANCEMENT; EFFECT OF AMENDMENT.

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

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

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

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

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

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

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

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

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

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

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

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

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

to, acting beyond the scope of its or his authority) or, in the case of a criminal matter, acted with

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

willful misconduct (including, but not limited to, acting beyond the scope of its or his authority)

or, in the case of a criminal matter, acting with actual knowledge that its or his conduct was

unlawful.
14

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

beyond the scope of his authority) or, in the case of a criminal matter, acted with actual

knowledge that such Covered Person’s reliance was unlawful.

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

capacity and regardless of whether another Covered Person is entitled to indemnification) shall

be indemnified and held harmless by the Company (but only to the extent of the Company’s

property and assets), to the fullest extent permitted under the Act, from and against any and all

damage, expense, liability, and loss (including, but not limited to, taxes, penalties, judgments,

fines, amounts paid or to be paid in settlement, costs of investigation and preparations, and fees,

expenses, and disbursements of attorneys, whether or not the dispute or proceeding involves the

Company or any Director, Officer, or Member) reasonably incurred or suffered by such Covered

Person (solely in such Person’s capacity as a Covered Person) in connection with the Company,

any transaction, any investment, or any other action or inaction; provided that, such Covered

Person shall not be so indemnified and held harmless for any proceeding initiated by such

Covered Person; and provided further that, such Covered Person shall not be so indemnified and

held harmless if there has been a final and non-appealable judgment entered by a court of

competent jurisdiction determining that, in respect of the matter for which such Covered Person

is seeking indemnification or seeking to be held harmless hereunder, and taking into account the

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

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

beyond the scope of his authority) or, in the case of a criminal matter, acted with actual

knowledge that such Covered Person’s conduct was unlawful. The indemnification provided by

this Section 5.12(d) shall be in addition to any other rights to which a Covered Person may be

entitled under any agreement, as a matter of law or equity, or otherwise, both as to actions and

inactions in such Covered Person’s capacity as a Covered Person and as to actions and inactions

in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such

capacity and shall inure to the benefit of the heirs, executors, administrators, personal and legal

representatives, successors in interest, and permitted assigns of such Covered Person.
15

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

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

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

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

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

faith belief that he is entitled to indemnification under Section 5.12(d) and agrees to repay all

amounts so advanced if it shall ultimately be determined that such Covered Person is not entitled

to such indemnification.

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

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

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

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

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

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

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

when such claims may arise or be asserted.

5.13. INSURANCE. The Company shall (through the Company or the Initial Member)

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

industry practice, at its expense, and the Company may maintain such insurance to protect itself

and any Covered Person, in each case against any damage, expense, liability, or loss, whether or

not the Company would have the power to indemnify such Person against such damage, expense,

liability, or loss under the Act or this Agreement.

SECTION 6

TRANSFER OF UNITS AND WITHDRAWALS OF MEMBERS

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

or any portion of, his Units.

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

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

Member.

SECTION 7

DISSOLUTION, WINDING UP, AND CANCELLATION OF THE COMPANY

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

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

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

of any Member.

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

the Company shall be wound up. Upon the winding up of the Company, the property and assets
16

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

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

accordance with Section 4.2.

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

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

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

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

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

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

Member.

SECTION 8

ACCOUNTS, BOOKS, RECORDS, AND ACCOUNTING

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

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

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

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

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

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

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

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

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

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

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

applied and all Regulatory Requirements.

8.3 ANNUAL ACCOUNTING PERIOD. The annual accounting period of the

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

subject to the requirements and limitations of the Code.

SECTION 9

GENERAL PROVISIONS

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

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

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

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

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

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

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

Participant.
17

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

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

vote thereon.

9.4. ASSURANCES. The Company and the Initial Member shall execute all such

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

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

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

property and assets.

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

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

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

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

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

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

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

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

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

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

those addressees.

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

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

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

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

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

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

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

constitute a breach.

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

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

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

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

representation, statement, condition, or warranty.

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

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

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

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

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

suit, action, or proceeding seeking to enforce any provision of, or based upon any matter arising
18

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

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

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

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

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

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

Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and

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

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

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

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

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

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

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

such court.

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

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

hereof.

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

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

legal representatives, successors in interest, and permitted assigns.

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

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

require.

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

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

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

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

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

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

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

Agreement so that the Agreement complies with all Regulatory Requirements.

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

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

together, shall constitute one and the same instrument.

[SIGNATURES TO FOLLOW]

EXHIBIT A

FORM OF JOINDER

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

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

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

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

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

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

meanings set forth in the LLC Agreement.

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

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

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

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

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

acknowledged, the parties to this Joinder agree as follows:

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

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

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

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

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

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

for all purposes of the LLC Agreement and entitled to all the rights incidental thereto.

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

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

governs this Joinder.

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

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

counterparts will be construed together and constitute the same instrument.

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

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

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

forth below the Company’s acceptance hereof.
[Signatures to Follow]
MEMBERS WHO ARE NATURAL PERSONS:

(i.e., individuals)

By:

Print Name:

______________________________________________

MEMBERS WHO ARE NOT NATURAL PERSONS:

(i.e., corporations, limited liability companies,

partnerships, trusts or other entities)

Print Name of Entity:

By:

Print Name:

_______________________________________________

Print Title:

________________________________________________

ACCEPTANCE:

LEDGERX LLC

a Delaware limited liability company

By: _______________________________________

Print Name: ________________________________

Print Title: _______________________________________

Dated: ____________________
EXHIBIT B

CERTIFICATE OF FORMATION

(attached)

EXHIBIT C

LEDGERX LLC RULES

(attached)
EXHIBIT D

INITIAL CAPITAL CONTRIBUTION

Initial Contribution of Initial Member - $100.00
EXHIBIT E

MATTERS THAT MUST BE APPROVED BY THE MEMBERS

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

Members entitled to vote thereon:

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

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

merger, or other business combination;

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

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

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

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

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

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

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

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

total voting power of the equity interests in the Company;

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

to the Company operating an exchange and clearing organization registered with the CFTC for

crypto currency derivatives, or that would make it impossible to carry out such operating of such

exchange and clearing organization;

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

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

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

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

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

corporation;

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

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

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

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

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

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

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

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

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

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

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

answer or other pleading denying the material allegations of any such proceeding filed against it;
(d) action to authorize or effect any of the foregoing actions; or (e) failure to contest in good faith

any appointment or proceeding described above;

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

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

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

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

fair and reasonable terms; and

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

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

material amendments thereto.