FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
EXHIBIT 14
FIFTH
AMENDMENT TO
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
This
Amendment to Amended and Restated Limited Liability Company Agreement of DAL
Group, LLC (the “Amendment”) is made
as of October 28, 2010 by DAL Group, LLC (the “Company”). This
Amendment will become effective upon receipt of approval by the Company and the
Majority Interest Members (as defined below) (the “Effective
Date”).
Background
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A.
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The
Company adopted a limited liability company agreement on March 20, 2007,
and amended and restated it on May 1, 2009. The Company
adopted, and is now subject to, an Amended and Restated Limited Liability
Company Agreement as of January 15, 2010, amended as of March 23, 2010, as
of May 3, 2010, and as of July 26, 2010 (the “Operating
Agreement”).
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B.
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The
Company desires to amend Section 6.1 and
Section
6.2(b) of the Operating Agreement, to reflect new members of the
initial Board of Managers of the Company and a new succession plan for
vacancies on the Board of Managers.
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D.
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Pursuant
to Section 12.1 of the Operating Agreement, except as otherwise provided
in the Operating Agreement, all amendments to the Operating Agreement must
be approved by members holding a majority of the outstanding Common Units
and a majority of the outstanding Series A Preferred Units of the Company
(the “Majority
Interest Members”).
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Now,
therefore, the Company and the Majority Interest Members hereby agree as
follows.
Amendment
1. Amendment.
(a) Section 6.1 of the
Operating Agreement shall be amended to state that from and after the Effective
Date of this Amendment, the Board of Managers shall consist of four
Managers. From and after the Effective Date, the Board of Managers
shall be the individuals specified below:
Xxxxx X.
Xxxxx
Xxxxxxx
X. Xxxxxxxxx
Xxxxx
Xxxxxx
Xxxx
Xxxx
(b) The
table comprising the list of alternative Managers set forth in Section 6.2(b) of the
Operating Agreement is hereby deleted in its entirety, and the following table
is adopted as the Managers’ alternatives:
1
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Manager
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First
Alternative
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Second
Alternative
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Xxxxx
X. Xxxxx
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Xxxxxxxx
Xxxxx
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Xxxxx
Xxxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Xxxxxxxx
Xxxxx
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Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxx
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Xxxxxxxx
Xxxxx
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Xxxxx
Xxxxxxx
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Xxxx
Xxxx
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Xxxxxxxx
Xxxxx
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Xxxxx
Xxxxxxx
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2. Miscellaneous.
(a) Except
as specifically amended by this Amendment, the Operating Agreement shall remain
in full force and effect and is hereby ratified and confirmed.
(b) This
Amendment shall be construed as one with the Operating Agreement, and the
Operating Agreement shall, where the context requires, be read and construed
throughout so as to incorporate this Amendment.
[Signature
page follows.]
2
The Company and the Majority Interest
Members have executed this Amendment to Amended and Restated Limited Liability
Company Agreement of DAL Group, LLC as of the Effective Date.
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THE
COMPANY:
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MEMBERS:
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DAL
GROUP, LLC
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By:
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/s/ Xxxxx X. Xxxxx
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx, President
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Xxxxx
X. Xxxxx, President and CEO
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XXXXX
HOLDING COMPANY – PT, INC.
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By:
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/s/ Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx, President
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XXXXXXX
X. XXXXXXX
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/s/ Xxxxxxx X. Xxxxxxx
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NAGINA
PARTNERS LLC
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By:
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/s/ Xxx X. Xxxxx
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Xxx
X. Xxxxx , President
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