TO AMENDED AND RESTATED OPERATING AGREEMENT OF VAN DER MOOLEN SPECIALISTS USA, LLC Dated: April 23, 2007
Exhibit
4.10
FOURTH
AMENDMENT
TO
AMENDED
AND RESTATED OPERATING AGREEMENT
OF
VAN
DER MOOLEN SPECIALISTS USA, LLC
Dated:
April 23, 0000
XXXXXX
XXXXXXXXX, dated April 23, 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, and the Third Amendment dated July 1, 2006 (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,
Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx,
Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxx, Xxxxx
Xxxxxxxx, Xxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx
X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx Close,
Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (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
reallocated among the remaining Members in proportion to the Profit and Loss
Percentage interests of the remaining Members pursuant to Section 3.5(c) of
the
Operating Agreement, and
WHEREAS,
the Members have determined to allocate the Float Percentage among the Members,
and
WHEREAS,
the Members have determined to reduce the Stated Capital of the Company from
*
to *, 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:
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1.
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The
recitals set forth above are an integral part of this
Amendment.
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2.
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Capitalized
terms used but not defined herein shall have the meanings ascribed
to such
terms in the Operating Agreement.
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3.
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Schedule
A to the Operating Agreement is hereby deleted and Schedule A attached
to
this Amendment shall be substituted
therefor.
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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: | ||
| XXXXXXX X. DEN DRIJVER | ||
| Manager | ||
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XXXXXX
XXXXXX
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XXXXX
X. XXXXX
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XXXXXXX
X. XXXXXXX
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XXXXXXXX
X. XXXXXXXX
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XXXXX
X. CAMANELLA
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XXXXXXX
X. XXXXXXXX
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2
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XXXXXX
X. XXXXX, XX.
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XXXXXXXXXXX
X. XXXXXXXX
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XXXXX
X. XXXXXXX, XX.
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XXXX
X. XXXXXXX
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XXXXXXXX
X. XXXXXXXX
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XXXXXX
X. XXXXXXX
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XXXXXX
X. XXXXXXXXX
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XXXX
X. XXXXXXX
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XXXXXXX
X. XXXXXXX
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XXXXXXX
X. MARKWEWICZ
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XXXXX
X. XXXXXXXX
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XXXXXXX
X. XXXXXXXXX
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XXXXX
X. XXXXXXX
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XXXXX
X. XXXXXX
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3
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XXXXXXXX
X. XXXXXXX
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XXXX
X. XXXXXX
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XXXXXXX
X. XXXXX
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XXXXXX
X. XXXXXXXXXX
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XXXXX
X. XXXXXXX
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XXXXXX
X. XXXXXXX
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XXXXX
X. XXXXXXXXX
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XXXXX
X. XXXXX
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XXXX
X. XXXXXXXX
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XXXXXX
X. XXXXXXX
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XXXXXXX
X. XXXXX
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4
Schedule
A
to
AMENDED
AND RESTATED OPERATING AGREEMENT
of
VAN
DER MOOLEN SPECIALISTS USA, LLC
Dated:
as of April 23, 2007
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MEMBERS
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|||
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Name
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Address
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Stated
Capital
($)
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Profit
and Loss
Percentage
(%)
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Mill
Bridge IV, LLC
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00
Xxxxxxxx, 00XX
Xx.
Xxx
Xxxx, XX 00000
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*
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84.4125
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Xxxxxx
Xxxxxx
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*
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*
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*
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Xxxxx
X. Xxxxx
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*
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*
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*
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Xxxxxxx
X. Xxxxxxx
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*
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*
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*
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Xxxxxxxx
Xxxxxxxx
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*
|
*
|
*
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|
Xxxxx
X. Xxxxxxxxxx
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*
|
*
|
*
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|
Xxxxxxx
X. Xxxxxxxx
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*
|
*
|
*
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Xxxxxx
X. Xxxxx, Xx.
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*
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*
|
*
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Xxxxxxxxxxx
X. Xxxxxxxx
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*
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*
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*
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Xxxxx
X. XxXxxxx, Xx.
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*
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*
|
*
|
|
Xxxx
X. Xxxxxxx
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*
|
*
|
*
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Xxxxxxxx
X. Xxxxxxxx
|
*
|
*
|
*
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|
Xxxxxx
X. Xxxxxxx
|
*
|
*
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*
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Xxxxxxx
X. Xxxxx
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*
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*
|
*
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|
Xxxxxx
X. Xxxxxxxxx
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*
|
*
|
*
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Xxxx
X. Xxxxxxx
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*
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*
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*
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5
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MEMBERS
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|||
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Name
|
Address
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Stated
Capital
($)
|
Profit
and Loss
Percentage
(%)
|
|
Xxxxxxx
X. Xxxxxxx
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*
|
*
|
*
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Xxxxxxx
X. Xxxxxxxxxx
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*
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*
|
*
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Xxxxx
X. Xxxxxxxx
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*
|
*
|
*
|
|
Xxxxxxx
X. XxXxxxxxx
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*
|
*
|
*
|
|
Xxxxx
X. XxXxxxx
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*
|
*
|
*
|
|
Xxxxx
X. Xxxxxx
|
*
|
*
|
*
|
|
Xxxxxxxx
X. Xxxxxxx
|
*
|
*
|
*
|
|
Xxxx
X. Xxxxx
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*
|
*
|
*
|
|
Xxxxxxx
X. Xxxxx
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*
|
*
|
*
|
|
Xxxxxx
X. Xxxxxxxxxx
|
*
|
*
|
*
|
|
Xxxxx
X. Xxxxxxx
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*
|
*
|
*
|
|
Xxxxxx
X. Xxxxxxx
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*
|
*
|
*
|
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Xxxxx
X. Xxxxxxxxx
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*
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*
|
*
|
|
Xxxxx
X. Xxxxx
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*
|
*
|
*
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Xxxx
X. Xxxxxxxx
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*
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*
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*
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Xxxxxx
X. Xxxxxxx
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*
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*
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*
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Xxxxxxx
X. Xxxxx
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*
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*
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*
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TOTAL
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*
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*
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6
