FIFTH AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF VAN DER MOOLEN SPECIALISTS USA, LLC Dated: as of July 1, 2007
EXHIBIT
4.11
FIFTH
AMENDMENT
TO
AMENDED
AND RESTATED OPERATING AGREEMENT
OF
VAN
DER MOOLEN SPECIALISTS USA, LLC
Dated:
as of July 1, 2007
FIFTH
AMENDMENT, dated as of July 1, 2007 (the “Amendment”), to the Amended
and Restated Operating Agreement, dated December 1, 2004, as amended by the
First Amendment, dated December 30, 2004, the Second Amendment dated January 3,
2005, the Third Amendment dated July 1, 2006 and the Fourth Amendment dated
April 23, 2007 (the “Operating
Agreement”), of Van der Moolen Specialists USA, LLC, a New York limited
liability company (the “Company”), by and among the
entity and individuals listed on Schedule A hereto (each, a “Member” and collectively, the
“Members”).
WHEREAS,
Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxx XxXxxxx, Xxxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, and Xxxxxx X.
Xxxxxxx (collectively referred to herein as the “Terminated Members”) have
terminated as Members of the Company, and
WHEREAS,
the Profit and Loss Percentage interests of the Terminated Members have been
acquired by Mill Bridge IV, LLC, and
WHEREAS,
the Members have determined to amend Schedule A of the Operating Agreement to
reflect the foregoing changes.
NOW
THEREFORE, in consideration of the foregoing premises and the terms and
conditions set forth in this Amendment, the Members hereby agree as
follows:
|
|
1.
|
The
recitals set forth above are an integral part of this
Amendment.
|
|
|
2.
|
Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms in the Operating Agreement.
|
|
|
3.
|
Schedule
A to the Operating Agreement is hereby deleted and Schedule A attached to
this Amendment shall be substituted
therefor.
|
IN WITNESS
WHEREOF, the Members have executed this Amendment, which may be signed in
counterparts, which when taken together, shall constitute one and the same
Amendment, as of the date and year first written above.
MILL
BRIDGE IV, LLC
|
By:
|
/s/ Xxxxxxx X. Den Drijver | |
|
XXXXXXX
X. DEN DRIJVER
|
||
|
Manager
|
| /s/ Xxxxxx Xxxxxx |
/s/
Xxxxx X. Xxxxx
|
||
|
XXXXXX
XXXXXX
|
XXXXX
X. XXXXX
|
||
|
/s/
Xxxxxxx X. Xxxxxxx
|
/s/
Xxxxxx X. Xxxxx, Xx.
|
||
|
XXXXXXX
X. XXXXXXX
|
XXXXXX
X. XXXXX, XX.
|
||
|
/s/
Xxxxxxxxxxx X. Xxxxxxxx
|
/s/
Xxxxx X. Xxxxxxx, Xx.
|
||
|
XXXXXXXXXXX
X. XXXXXXXX
|
XXXXX
X. XXXXXXX, XX.
|
||
|
/s/
Xxxx X. Xxxxxxx
|
/s/
Xxxxxxxx X. Xxxxxxxx
|
||
|
XXXX
X. XXXXXXX
|
XXXXXXXX
X. XXXXXXXX
|
2
|
/s/
Xxxxxx X. Xxxxxxx
|
/s/
Xxxxxxx X. Xxxxxxx
|
||
|
XXXXXX
X. XXXXXXX
|
XXXXXXX
X. XXXXXXX
|
||
|
/s/
Xxxxx X. Xxxxxxxx
|
/s/
Xxxxxxx X. XxXxxxxxx
|
||
|
XXXXX
X. XXXXXXXX
|
XXXXXXX
X. XXXXXXXXX
|
||
|
/s/
Xxxxxxxx X. Xxxxxxx
|
/s/
Xxxx X. Xxxxxx
|
||
|
XXXXXXXX
X. XXXXXXX
|
XXXX
X. XXXXXX
|
||
|
/s/
Xxxxx X. Xxxxxxxxx
|
/s/
Xxxxx X. Xxxxx
|
||
|
XXXXX
X. XXXXXXXXX
|
XXXXX
X. XXXXX
|
||
|
/s/
Xxxx X. Xxxxxxxx
|
/s/
Xxxxxxx X. Xxxxx
|
||
|
XXXX
X. XXXXXXXX
|
XXXXXXX
X. XXXXX
|
3
Schedule
A
to
AMENDED
AND RESTATED OPERATING AGREEMENT
of
VAN DER MOOLEN SPECIALISTS
USA, LLC
Dated:
as of July 1, 2007
|
MEMBERS
|
|||
|
Name
|
Address
|
Stated
Capital
($)
|
Profit
and Loss
Percentage
%)
|
|
Mill
Bridge IV, LLC
|
00
Xxxxxxxx, 00xx Xx.
Xxx
Xxxx, XX 00000
|
*
|
92.112349%
|
|
Xxxxxx
Xxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. Xxxxx
|
*
|
*
|
*
|
|
Xxxxxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxxxx
X. Xxxxx, Xx.
|
*
|
*
|
*
|
|
Xxxxxxxxxxx
X. Xxxxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. XxXxxxx, Xx.
|
*
|
*
|
*
|
|
Xxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxxxxxx
X. Xxxxxxxx
|
*
|
*
|
*
|
|
Xxxxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxxxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. Xxxxxxxx
|
*
|
*
|
*
|
|
Xxxxxxx
X. XxXxxxxxx
|
*
|
*
|
*
|
|
Xxxxxxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxx
X. Xxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. Xxxxxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. Xxxxx
|
*
|
*
|
*
|
|
Xxxx
X. Xxxxxxxx
|
*
|
*
|
*
|
|
Xxxxxxx
X. Xxxxx
|
*
|
*
|
*
|
|
TOTAL
|
*
|
100.0000%
|
|
*
Indicates omission of material which has been separately filed pursuant to a
request for confidential treatment
4
