Amended and Restated Limited Liability Company Operating Agreement of Renaissance Trading Technologies, LLC

 Exhibit 10.15 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RENAISSANCE TRADING TECHNOLOGIES, LLC - -------------------------------------------------------------------------------- (a Delaware limited liability company)  AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RENAISSANCE TRADING TECHNOLOGIES, LLC This Amended and Restated Limited Liability Company Operating Agreement of Renaissance Trading Technologies, LLC, a limited liability company organized pursuant to the Act (as hereinafter defined), dated as of October 2, 2002, by and among the Company and the persons executing this Agreement (each a "Member"), hereby amends and restates the Original Agreement (as hereinafter defined). ARTICLE I DEFINITIONS For purposes of this Agreement, unless the context clearly indicates otherwise, terms used herein shall have the meaning set forth in the Act and the following terms shall have the following meanings: 1.1 ACT. The Delaware Limited Liability Company Act and all amendments thereto. 1.2 ADDITIONAL MEMBER. A Member who has been or becomes admitted as a Member pursuant to Article XI hereof, other than Renaissance Members. 1.3 AFFILIATE. Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. 1.4 AGREEMENT. This Amended and Restated Limited Liability Company Operating Agreement, including all amendments adopted in accordance with this Agreement and the Act. 1.5 ARTICLES. The Articles of Organization of the Company, as amended from time to time, and filed with the Secretary of State of the State of Delaware. 1.6 ASSIGNEE. A transferee of any Unit of Membership Interest who has not been admitted as a Substitute Member. 1.7 BOARD OF DIRECTORS OR BOARD. Board of Directors or Board shall mean the Board of Directors of the Company. 1.8 CAPITAL ACCOUNTS. Capital Accounts shall mean the capital account of a Member as described in Section 7.2 hereof.  1.9 CAPITAL CONTRIBUTION. Any contribution of Property made by or on behalf of a Member, Substitute Member, Additional Member or Assignee. 1.10 COMPANY. The company named at the beginning of this Agreement, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company. 1.11 DESIGNATED DIRECTORS. Shall have the meaning set forth in Section 6.2 hereof. 1.12 FISCAL YEAR. The calendar year. 1.13 INITIAL MEMBERS. NYFIX and the Management Team. 1.14 MANAGEMENT TEAM. The management team of the Company, consisting of Edward Brandman, Daniel Ryan and Ken DeGiglio. 1.15 MEMBERSHIP INTEREST. The rights of a Member to distributions (liquidating or otherwise) and allocations of the Profits, Losses, gains, deductions and credits of the Company and, to the extent permitted by this Agreement, to possess and exercise voting rights. 1.16 NYFIX. NYFIX, Inc., a New York corporation. 1.17 ORIGINAL AGREEMENT. The Limited Liability Company Operating Agreement of the Company, entered into by the Management Team, as of the Original Effective Date. 1.18 ORIGINAL EFFECTIVE DATE. September 9, 2002, the effective date of the Original Agreement. 1.19 PERSON. Any individual, partnership, corporation, limited liability company, association, joint venture, organization, trust or other entity. 1.20 PROPERTY. Any property, real or personal, tangible or intangible including, without limitation, money, and any legal or equitable interest in such property, but excluding services and promises to perform services in the future. 1.21 RENAISSANCE MEMBER. The Management Team and each individual that is an employee of the Company on the date hereof who becomes a Member by receiving Units from the Management Team. 1.22 REQUIRED APPROVAL. The approval of all of the NYFIX Designees and the Renaissance Designees.  1.23 SCHEDULE D. Schedule D to this Agreement setting forth the name, address, Capital Contribution, Membership Interest and Units of each Initial Member, and the Member designated as the Tax Matters Partner. 1.24 SUBSTITUTE MEMBER. An Assignee who has been admitted to all of the rights of membership pursuant to Section 10.3 hereof. 1.25 TAX CHARACTERIZATION AND ADDITIONAL TAX TERMS. It is intended that the Company be characterized and treated as a partnership for, and solely for, federal, state and local income tax purposes. For such purpose, (i) the Company shall be subject to all of the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code, (ii) all references to a "Partner," to "Partners" and to the "Partnership" in this Agreement and in the provisions of the Code and Tax Regulations cited in this Agreement shall be deemed to refer to a Member, the Members and the Company, respectively. In addition, the following terms shall have the following meanings: (a) CODE shall mean the Internal Revenue Code of 1986, as amended. (b) PROFITS AND LOSSES shall mean, for each Fiscal Year, an amount equal to the Company's taxable income or loss for such Fiscal Year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.25 shall be added to such taxable income or loss; (ii) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Tax Regulations, and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.25, shall be subtracted from such taxable income or loss; (iii) In the event the agreed fair market value of Company assets is adjusted pursuant to Section 1.704-1(b)(2)(iv)(f) of the Tax Regulations or other pertinent sections of such Tax Regulations, the amount of such adjustment shall be taken into account as gain or loss for purposes of computing Profits and Losses; and in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account depreciation, amortization or other cost recovery computed with reference to the value of Company property approved by the Designated Directors (if different from its adjusted tax basis) pursuant to Section 1.704-1(b)(2)(iv)(g) of the Tax Regulations for such Fiscal Year; and  (iv) Notwithstanding any other provisions in this Agreement, any items which are specially allocated pursuant to the provisions of Schedule A and Item 8.1(c) below shall not be taken into account in computing Profit or Loss. 1.26 UNIT. One of the units of Membership Interest that are authorized to be issued under this Agreement. Each Unit represents a Membership Interest with an initial ratio of one divided by the total number of Units issued hereunder, subject to adjustment as provided herein. ARTICLE II FORMATION 2.1 ORGANIZATION. The Members hereby organize the Company as a Delaware limited liability company pursuant to the provisions of the Act. 2.2 AGREEMENT. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended. Except as otherwise provided herein, it is the express intention of the Members that this Agreement shall be the sole source of agreement of the parties and, except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Tax Regulations or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the least extent necessary in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. 2.3 NAME. The name of the Company is the name set forth at the beginning of this Agreement and all business of the Company shall be conducted under that name. 2.4 TERM. The Company shall be dissolved and its affairs wound up in accordance with the Act and this Agreement. 2.5 PRINCIPAL OFFICE. The principal office of the Company (the "Principal Office") shall be located at 44 Wall Street, New York, New York 10005. The Board of Directors may, from time to time, with Required Approval, change the location of the Principal Office. 2.6 REGISTERED AGENT AND OFFICE. The name and address of the registered agent for the service of process shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The Board of Directors, may, from time to time, change the registered agent or office through appropriate filings with the Department of State of the State of Delaware. In the event the registered agent ceases to act as such for any reason  or the registered office shall change, the Board of Directors shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be. 2.7 NUMBER OF MEMBERS. The Company shall not at any time have more than 100 Members or "beneficial owners" within the meaning of the Investment Company Act of 1940. ARTICLE III PURPOSE; NATURE OF BUSINESS The business purpose of the Company is to engage in the business of developing, marketing and selling trading technologies and services (including order management and routing, execution, risk and quote management, and compliance) across the pre-trade, trade and post-trade process in the domestic and international financial markets, and to engage in any lawful business permitted by the Act or laws of any jurisdiction in which the Company may do business, as approved by the Designated Directors, and to enter into any lawful transaction and engage in any lawful activities in furtherance of the foregoing purposes and as may be necessary, incidental or convenient to carry out the business of the Company as contemplated by this Agreement. The authority granted to the Board of Directors hereunder to bind the Company shall be limited to actions necessary or convenient to this business. ARTICLE IV ACCOUNTING AND RECORDS The Company shall prepare and timely file income tax returns of the Company in all jurisdictions where such filings are required, and the Company shall prepare and deliver to each Member, as soon as practicable following the expiration of each Fiscal Year, and at the Company's expense, all information returns and reports required by the Code and Tax Regulations and information in respect of the Company necessary for the preparation of the Members' federal income tax returns. ARTICLE V NAMES AND ADDRESSES OF MEMBERS The names and addresses of the Members are as set forth on their respective signature pages hereto.  ARTICLE VI RIGHTS AND DUTIES OF MEMBERS 6.1 MANAGEMENT OF THE COMPANY. (a) The business affairs of the Company shall be managed by the Board of Directors in accordance with this Agreement. The Board may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or this Agreement directed or required to be exercised or done by the Members. The Members, in their capacity as such, shall not have any right of control or management power over the business and affairs of the Company or to bind the Company in any respect; provided, however, that nothing herein shall preclude any Member from serving the Company as a director, officer or agent of the Company, following such Member's election or appointment in accordance with the terms of this Agreement. (b) The Board of Directors, with Required Approval, may delegate any or all of its powers to committees of the Board and to officers and agents elected or designated by the Board or a duly constituted committee thereof. (c) The Board of Directors shall be the "manager" as defined in the Act; provided, however, that the directors shall only have the rights, powers and authority set forth in this Agreement and, unless expressly authorized by the Designated Directors, a director, acting alone in such capacity, shall have no authority or right to act on behalf of or bind the Company in connection with any matter. 6.2 BOARD MEMBERS. (a) The Board of Directors shall initially consist of five voting directors (collectively, the "Voting Directors"), two to be designated by NYFIX (the "NYFIX Designees"), two to be designated by the Renaissance Members (the "Renaissance Designees" and together with all NYFIX Designees, the "Designated Directors"), and one outside director to be mutually agreed upon by the Designated Directors. The Renaissance Designees shall be designated upon the affirmative vote of the Renaissance Members holding a majority of the Units held by the Renaissance Members. Subject to Section 6.2(b) below, the number of Voting Directors may be increased or decreased with Required Approval. The NYFIX Designees shall initially consist of Keith Jamaities and Paolo Aloe, the Renaissance Designees shall initially consist of Edward Brandman and Ken DeGiglio, and the initial outside director shall be selected by the Designated Directors within 30 days of the date hereof. Any of the Directors may be changed by the applicable designator(s) from time to time. (b) If and when the number of Units owned by NYFIX is greater than the number of Units owned by all of the Renaissance Members combined, then NYFIX shall have the right to appoint a third NYFIX Designee as a Voting Director, thereby increasing the total number of Voting Directors to six. If and when the number of Units owned by NYFIX is equal to or greater than twice the number of Units owned by all of the Renaissance Members combined, then NYFIX  shall have the right to appoint a fourth NYFIX Designee as a Voting Director, thereby increasing the total number of Voting Directors to seven. (c) The Voting Directors may appoint a number of advisory board members (collectively, the "Advisory Directors") equal to the number of Additional Members, such that one Advisory Director shall be designated by each Additional Member. Each Advisory Director appointed shall have the right to attend all Board meetings and to participate in all discussions regarding the management of the Company and make recommendations to the Voting Directors. All decisions relating to the management and operations of the Company shall be made solely through a majority vote of the Voting Directors, except as otherwise provided in this Agreement. (d) The Company is required to carry Directors and Officers liability insurance with coverage of at least $2,000,000, unless the Board of Directors by the Required Approval determines that the cost of such coverage is not reasonable in relation to the Company's annual budget, in which case the Company is required to carry such lesser coverage as is reasonably available on commercially reasonable terms as determined by the Board of Directors. 6.3 MEETINGS. (a) The Board of Directors shall meet at least once each calendar quarter, unless otherwise agreed by the Designated Directors. Such meetings shall be held on such date as shall be determined by the president or a majority of the Board of Directors. (b) Other meetings of the Board of Directors shall be held at such time as the Designated Directors shall from time to time determine. (c) The Board of Directors shall select a secretary who shall give written notice to each director of each meeting of the Board of Directors, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each director, if by mail, addressed to him at his residence or usual place of business, at least five (5) days before the day on which such meeting is to be held, or shall be sent to him at such place by telecopy, telegraph, cable, or other form of recorded communication, or be delivered personally or by telephone not later than two (2) days before the day on which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of any meeting of the Board of Directors need be specified in any written waiver of notice thereof. Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. (d) The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Designated Directors may from time to time determine, or as shall be designated in the respective notices or waivers of notice of such meetings.  (e) A majority of the directors then in office (or who are members of any committee of the Board of Directors) shall be present in person at any meeting of the Board of Directors (or a committee thereof, as the case may be) in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors (or members of such committee) present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board of Directors (or such committee), except as otherwise expressly required by this Agreement. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. 6.4 DIRECTORS' CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board of Directors or such committee and such consent is filed with the minutes of the proceedings of the Board of Directors or such committee. 6.5 REQUIRED APPROVAL. Any decisions or actions set forth in the following list must have the Required Approval: (a) except as set forth in Article XI and Section 14.1 hereof, the issuance by the Company of equity securities, any equity derivative securities, securities convertible into equity securities or rights to acquire equity securities; (b) the sale, lease, transfer or other disposition (in a transaction or related series of transactions) of any material assets of the Company (including, without limitation, any material intellectual property assets); (c) any merger or consolidation involving the Company; (d) the liquidation or dissolution of the Company; (e) the filing for bankruptcy by the Company; (f) any expenditure by the Company of any kind in excess of $50,000, including but not limited to capital expenditures, consulting agreements or pursuant to contracts (other than employment agreements) obligating the Company to pay $50,000 or more during a 12-month period; (g) the incurrence or repayment by the Company of any indebtedness in excess of $50,000; (h) the hiring by the Company of employees with annual salaries of $100,000 or more;  (i) the payment by the Company of bonuses or other special payments of any kind to the Management Team; (j) the reduction or change in the Directors and Officers liability insurance coverage; and (k) the making of any plans or agreements to do any of the foregoing. 6.6 OFFICERS. The Company shall have such officers as are designated or appointed by the Board of Directors. 6.7 LIABILITY OF MEMBERS. Neither the Members nor the directors serving on the Board of Directors shall be liable as such for the liabilities of the Company. 6.8 RECORDS TO BE MAINTAINED. The Board of Directors shall maintain, or cause to be maintained, the following records at the Principal Office: (a) A current list of the full name and last known business or residence address of each Member and former Member and the Capital Account of each Member associated with their respective Membership Interests, as of a recent practicable date; (b) A copy of the Certificate and all amendments thereto; (c) Copies of all past federal, foreign, state and local income tax returns and reports of the Company; (d) Copies of this Agreement, including all subsequent amendments hereto; and (e) Copies of all past financial statements of the Company. 6.9 REPORTS TO CERTAIN MEMBERS. (a) The Board of Directors shall provide (or cause the Company to provide) the following reports to NYFIX, the Management Team and certain Additional Members selected by the Board of Directors: (i) within 14 days of the end of each month, an unaudited detailed balance sheet of the Company as of the close of the last completed month, a statement of income showing the results of operations of the Company during such month, and a statement of cash flows of the Company during such month, each prepared in accordance with accounting principles generally accepted in the United States of America (collectively, "Financial Statements");  (ii) within 30 days of the end of each calendar quarter, unaudited Financial Statements for such quarter; (iii) within 30 days of the end of each calendar quarter, a quarterly Financial Statement forecast for the current and following eight quarters; and (iv) within 60 days of the end of each calendar year, audited Financial Statements, including footnotes thereto, for such year. (b) The Board of Directors shall provide (or cause the Company to provide) to all Members, within a timely manner, the information necessary for the Members to prepare tax returns as required by the Code and the laws of any applicable state. (c) The Board of Directors shall provide to NYFIX, within 5 days of the end of a month, a monthly sales pipeline. 6.10 EMPLOYEE HANDBOOK. The Company agrees to adopt, within 90 days of the Original Effective Date, an Employee Handbook and Expense Policy consistent with those adopted by NYFIX. 6.11 INDEMNIFICATION. (a) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless any Member, director serving on the Board of Directors, officer, or Affiliate thereof (individually, in each case, an "Indemnitee") from and against any loss, damage, claim or liability incurred by such Indemnitee by reason of any act or omission performed, or omitted to be performed, by such Indemnitee in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Indemnitee by this Agreement, except that no Indemnitee shall be entitled to be indemnified in respect of any loss, damage, claim or liability incurred by such Indemnitee by reason of willful misconduct, fraud, gross negligence or breach of this Agreement with respect to such acts or omissions; provided, however, that any indemnity under this Section 6.11 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof. (b) If any claim shall be asserted against an Indemnitee, in respect of which such Indemnitee proposes to demand indemnification under this Section 6.11 from the Company, such Indemnitee shall notify the Company to that effect with reasonable promptness after such assertion, and the Company shall have the right to assume the entire control of the defense or settlement of any such claim, through its own attorneys and at its expense, and in connection therewith, such Indemnitee shall cooperate fully to make available to the Company all information under its control relating thereto. (c) All rights to indemnification provided herein shall survive the termination of this Agreement and the withdrawal, removal or insolvency of any Member; provided, that a claim for indemnification hereunder is made by or on behalf of the Indemnitee seeking such indemnification prior to  the time that distribution in liquidation of the assets of the Company is made pursuant to Article XII. (d) The Board of Directors and the Company may enter into indemnity contracts with Indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate. ARTICLE VII CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 7.1 CAPITAL CONTRIBUTIONS. Each Member shall, no later than upon his execution and delivery of this Agreement, make the Capital Contribution set forth on his signature page hereto, and each Member shall receive the Membership Interests set forth on his signature page hereto. No further Capital Contribution shall be required of a Member, except as agreed to by that Member. No Member shall have the right to withdraw or be repaid any Capital Contribution except as provided in this Agreement. 7.2 CAPITAL ACCOUNT. A separate capital account shall be maintained for each Member throughout the term of the Company in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Tax Regulations as in effect from time to time and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Member's Capital Account there shall be credited (i) the amount of money contributed by such Member to the Company (including liabilities of the Company assumed by such Member as provided in Section 1.704-1(b)(2)(iv)(c) of the Tax Regulations); (ii) the fair market value of any Property contributed to the Company by such Member (net of liabilities secured by such contributed Property that the Company is considered to assume or take subject to under Section 752 of the Code); and (iii) such Member's share of Profits and items of income and gain that are specially allocated. (b) To each Member's Capital Account there shall be debited (i) the amount of money distributed to such Member by the Company (including liabilities of such Member assumed by the Company as provided in Section 1.704-1(b)(2)(iv)(c) of the Tax Regulations) other than amounts which are in repayment of debt obligations of the Company to such Member; (ii) the fair market value of Property distributed to such Member (net of liabilities secured by such distributed Property that such Member is considered to assume or take subject to under Section 752 of the Code); and (iii) such Member's share of Losses and items of loss or deduction that are specially allocated. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Tax Regulations and Section 704(c) of the Code and shall be  interpreted and applied in a manner consistent with such Tax Regulations and the provisions set forth in Schedule A attached hereto. In the event the Board of Directors shall determine, with Required Approval, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed Property or that are assumed by the Company or any Member), are computed in order to comply with such Tax Regulations, the Board may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article XII hereof upon the dissolution of the Company. 7.3 NO OBLIGATION TO RESTORE DEFICIT BALANCE. Except as required by law, no Member shall be required to restore any deficit balance in its Capital Account. 7.4 WITHDRAWAL. A Member shall not be entitled to withdraw any part of its Capital Account or to receive any distribution from the Company, except as specifically provided in Sections 8.2 or with Required Approval. 7.5 INTEREST. No Member shall be entitled to interest on such Member's Capital Contribution or on any Profits retained by the Company. ARTICLE VIII ALLOCATIONS AND DISTRIBUTIONS 8.1 PROFITS AND LOSSES. Profits and Losses, and each item of Company income, gain, loss, deduction, credit and tax preference with respect thereto, for each Fiscal Year (or shorter period in respect of which such items are to be allocated) shall be allocated among the Members as provided in this Article VIII. (a) PROFITS. Profits for any Fiscal Year shall be allocated among the Members in proportion to their respective Membership Interests; provided, however, that if a Member has previously had its Capital Account reduced pursuant to Section 8.1(b)(i) below, then there shall first be credited to such Capital Account a portion of the profits equal to the amount of such reduction. (b) LOSSES. Losses for any Fiscal Year shall be allocated in the following order of priority: (i) first, to the Members, in proportion to their respective Membership Interests, but only to the extent of their respective positive Capital Account balances; and (ii) then, the balance, if any, among the Members in proportion to their respective Membership Interests.  (c) SPECIAL ALLOCATION OF CERTAIN COMPENSATION EXPENSES. Any expense attributable to the issuance of shares of NYFIX, Inc.'s common stock ("NYFIX Common Stock") by the Company to its employees shall be specially allocated solely to those Members who contributed such shares to the Company, and such expense shall not be reflected in the allocations of Profits and Losses set forth in Sections 8.1(a) and 8.1(b), above. 8.2 DISTRIBUTIONS. (a) Within a reasonable time after the end of each Fiscal Year, the Company shall, to the extent of available cash, distribute to each Member cash in an amount intended to provide each such Member with funds for the payment of federal income taxes resulting from the allocations made pursuant to Section 8.1 hereof to such Member for such Fiscal Year; provided, however, any cash distribution to be paid to any Member pursuant to this clause may be reduced by the amount of any cash distributions paid to such Member during or in respect of such Fiscal Year. Any distributions paid pursuant to this clause shall be based upon a notional tax rate determined by the Designated Directors and applied to all such profit allocations regardless of the tax status of the individual Member. (b) Distributions shall be made pro rata to the Members in accordance with their Membership Interests at such time or times as determined by the Designated Directors consistent with the provisions of this Agreement. (c) In the case of a distribution of property, the Board of Directors shall endeavor to the extent feasible to distribute to each Member the Property which such Member had previously contributed to the Company. 8.3 NYFIX CONTRIBUTIONS AND SERVICES; REVENUE SHARING. NYFIX has contributed to the Company the intellectual property rights relating to the Company's Nasdaq market making/trading system (including all related source code) described on Schedule B attached hereto (the "Intellectual Property") and has agreed to provide the Company with the services set forth on Schedule C attached hereto. In consideration thereof, NYFIX shall be entitled to receive, in a non-Member capacity, 50% of the revenues (but excluding pass throughs not paid by NYFIX) from sales of the Company's products or services. The remaining 50% shall go to the Company. The party that is responsible for collecting the revenues shall remit 50% to the other party within five business days of receipt. This revenue sharing arrangement shall remain in effect for thirty-six months following the Original Effective Date and thereafter will be automatically terminate. 8.4 OTHER ALLOCATION RULES. (a) For purposes of determining the Profits, Losses, or any other item allocable to any period (including allocations to take into account any changes in any Member's Membership Interest during a Fiscal Year and any transfer of any interest in the Company), Profits, Losses, and any such other item shall be determined on a daily, monthly, or other basis, as determined by the Board of Directors using any permissible method under Section 706 of the Code and the Tax Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article VIII and hereby agree to be bound by the provisions of this Article VIII in reporting their shares of Company income and loss for income tax purposes. ARTICLE IX TAXES 9.1 TAX MATTERS PARTNER. The Member designated as such on Schedule D shall be the Tax Matters Partner of the Company pursuant to Section 6231(a)(7) of the Code. Such Member shall not resign as the Tax Matters Partner unless, on the effective date of such resignation, the Company has designated another Member as Tax Matters Partner and such Member has given its consent in writing to its appointment as Tax Matters Partner. The Tax Matters Partner shall receive no additional compensation from the Company for its services in that capacity, but all expenses incurred by the Tax Matters Partner in such capacity shall be borne by the Company. The Tax Matters Partner is authorized to employ such accountants, attorneys and agents as he, in his sole discretion, determines is necessary to or useful in the performance of his duties. In addition, such Member shall serve in a similar capacity with respect to any similar tax related or other election provided by state or local laws. The Tax Matters Partner shall be required to obtain the Required Approval in the case of the extension of a statute of limitations or a settlement of a tax audit or other tax controversy. 9.2 SECTION 754 ELECTION. The Board of Directors may agree to have the Company make the election permitted by Section 754 of the Code with respect to adjustments to the basis of Property of the Company. The cost of preparing such election, and any additional accounting expenses of the Company occasioned by such election, shall be borne by the transferees or distributees of the interest in the Company.  ARTICLE X TRANSFER OF MEMBERSHIP INTEREST 10.1 COMPLIANCE WITH SECURITIES LAWS. No Unit has been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws. A Member may not transfer (a transfer, for purposes of this Agreement, shall be deemed to include, but not be limited to, any sale, transfer, assignment, pledge, creation of a security interest or other disposition) all or any part of such Member's Unit, except upon compliance with the applicable federal and state securities laws. The Company shall have no obligation to register any Unit under the Securities Act or under any applicable state securities laws, or to make any exemption therefrom available to any Member. 10.2 TRANSFER OF ECONOMIC INTEREST. The right to receive allocations of Profits and Losses and to receive distributions may not be transferred, in whole or in part, unless the following terms and conditions have been satisfied: (a) The Designated Directors shall have consented in writing to the transfer, which consent may be arbitrarily withheld by such directors; (b) The transferor shall have assumed all costs incurred by the Company in connection with the transfer; (c) If requested by the Board, the transferor shall have furnished the Company with a written opinion of counsel, satisfactory in form and substance to counsel for the Company, that such transfer complies with applicable federal and state securities laws and the Agreement and that such transfer, for federal income tax purposes, will not cause the termination of the Company under Section 708(b) of the Code, cause the Company to be treated as an association taxable as a corporation for income tax purposes or otherwise adversely affect the Company or the Members; and (d) The transferor shall have complied with such other conditions as the Board of Directors may reasonably require from time to time. Transfers will be recognized by the Company as effective only upon the close of business on the last day of the calendar month following satisfaction of the above conditions. Any transfer in contravention of this Article X shall be void ab initio and without force and effect and shall not bind the Company or the other Members. Transfers by Members to Affiliates shall not be subject to the provisions of Section 10.2(a) hereof. 10.3 TRANSFER OF MEMBERSHIP INTEREST AND ADMISSION OF SUBSTITUTE MEMBER. Except for the right to receive allocations of Profits and Losses and to receive distributions, a Unit may not be transferred, in whole or in part, and a transferee shall not have a right to become a Member unless, in addition to satisfying the terms and conditions of Sections 10.2(b), (c) and (d), the following terms and conditions have also been satisfied: (a) The Designated Directors shall have consented in writing to the transfer and substitution, which consent may be arbitrarily withheld by such directors; (b) The transferee shall have assumed the obligations, if any, of the transferor to the Company; and (c) The transferor and the transferee shall have complied with such other requirements as the Board of Directors may reasonably impose including, without limitation, the conditions that the transferee:  (i) adopt and approve in writing all the terms and provisions of the Agreement then in effect; and (ii) pay such fees as may be reasonable to pay the costs of the Company in effecting such substitution. Transfers by Members to Affiliates and transfers made pursuant to Section 14.3 below shall not be subject to the provisions of Section 10.3(a). 10.4 STATUS OF TRANSFEREE. A transferee of a Unit who is not a Substitute Member shall be entitled only to receive that share of Profits, Losses and distributions, and the return of Capital Contributions, to which the transferor would otherwise be entitled with respect to the interest transferred, and shall not have the rights of a Member of the Company under the Act or this Agreement including, without limitation, the right to obtain any information on account of the Company's transactions, to inspect the Company's books or to vote with the Members on, or to grant or withhold consents or approvals of, any matter. The Company shall, however, if a transferee and transferor jointly advise the Company in writing of a transfer of a Unit, furnish the transferee with pertinent tax information at the end of each Fiscal Year. 10.5 LEGEND ON CERTIFICATES. Certificates representing the Units, if any, shall bear the following or similar legend: "THE UNITS OF MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERATING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT AS EXPRESSLY PROVIDED BY THE TERMS OF THE OPERATING AGREEMENT." 10.6 DISPOSITIONS NOT IN COMPLIANCE WITH THIS ARTICLE VOID. Any attempted disposition of Unit, or any part thereof, not in compliance with this Article X shall be void ab initio and without force and effect and shall not bind the Company or the other Members. ARTICLE XI ADMISSION OF MEMBERS 11.1 ADMISSION OF MEMBERS. The Board of Directors may admit Additional Members to the Company with the Required Approval, and may determine the Capital Contributions and Membership Interests of such Additional Member or Members; provided, however, that the aggregate number of Membership Interests held by Additional Members shall not equal greater than 40% of all outstanding Membership Interests; and provided, further, that no Person shall be admitted as  an Additional Member without the prior written consent of the Designated Directors. To the extent that a NYFIX Designee does not consent to the admission of an Additional Member, NYFIX shall have 30 business days to match (or find someone else to match) the consideration and proposed terms of such investment at which time if NYFIX does not match (or find someone else to match) the offer then the NYFIX Designee shall consent to the admission of such Additional Member; provided, however, that if such consideration and proposed terms are not on financially reasonable terms, then the NYFIX Designee may withhold its consent to the admission of such Additional Member and need not match (or find someone else to match) the offer. A person so approved to be admitted as an Additional Member shall be so admitted upon making a Capital Contribution to the Company, executing a counterpart to this Agreement, and furnishing to the Board of Directors an acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement and such other documents as the Board shall require. Such admission shall become effective on the date that the Designated Directors determine that such conditions have been satisfied. With respect to any such Additional Member admitted to the Company, the Capital Accounts of Members other than such Additional Member shall be adjusted, i.e. "booked up" or "booked down" as the case may be, in accordance with Section 1.704-1(b)(2)(iv)(f) of the Tax Regulations to reflect the Capital Contribution of the Additional Member, except as otherwise determined by the Designated Directors. ARTICLE XII DISSOLUTION AND WINDING UP 12.1 DISSOLUTION. The Company shall be dissolved and its affairs wound up upon receipt of Required Approval. 12.2 EFFECT OF DISSOLUTION. Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed and a certificate of cancellation has been filed with the Office of the Secretary of State of the State of Delaware. 12.3 DISTRIBUTION OF ASSETS ON DISSOLUTION. Subject to Section 12.5 below, upon the winding up of the Company, the Designated Directors (or such Person(s) designated by such directors) shall take full account of the assets and liabilities of the Company, shall liquidate the assets (unless such directors determine that a distribution of any Company Property in-kind would be more advantageous to the Members than the sale thereof, in which case the adjustments to the Members' respective Capital Account pursuant to Section 7.2 shall be made immediately prior to such distribution) as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) first, to the payment of the debts and liabilities of the Company to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation; (b) second, to the setting up of any reserves which the Designated Directors may deem necessary or appropriate for any anticipated obligations or contingencies of the Company arising out of or in connection with the operation or business of the Company. Such reserves may be paid over by the Board to an escrow agent or trustee selected by the Designated Directors to be disbursed by such escrow agent or trustee in payment of any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such period as the Board shall deem advisable, shall be distributed by such escrow agent or trustee in the manner hereinafter provided; (c) third, to the Members pro rata in accordance with and to the extent of their positive capital account balances, if any; and (d) then, to the Members in accordance with their Membership Interests. Liquidation proceeds shall be paid within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or Property (which need not be distributed proportionately) or partly in both, as determined by the Board. In the case of a distribution of Property, the Board shall endeavor, to the extent feasible, to distribute to each Member the Property which such Member had previously contributed to the Company. If at the time of liquidation the Designated Directors determine that an immediate sale of some or all Company Property would cause undue loss to the Members, the Board may, in order to avoid such loss, defer liquidation. 12.4 WINDING UP AND FILING CERTIFICATE OF CANCELLATION. Upon the commencement of the winding up of the Company, a certificate of cancellation shall be delivered by the Company to the Secretary of State of the State of Delaware for filing. The certificate of cancellation shall set forth the information required by the Act. The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining Property of the Company has been distributed to the Members.  12.5 PREFERENCE. Notwithstanding anything to the contrary contained in this Article XII, upon dissolution and winding up of the Company, NYFIX shall receive, in preference to all other Members, (i) a cash amount equal to $1.0 million and (ii) all of the rights to the Intellectual Property. ARTICLE XIII NYFIX PURCHASE OPTION 13.1 NYFIX PURCHASE OPTION. (a) NYFIX shall have the option (the "NYFIX Option"), but not the obligation, to purchase Units of the other Members as follows: (i) Between the 24th and 30th months following the Original Effective Date, NYFIX may purchase from the other Members, on a pro rata basis, a minimum of 20%, and a maximum of 40% of all of the outstanding Units, based on an implied valuation for the Company of $48 million; (ii) Between the 31st and 36th months following the Original Effective Date, NYFIX may purchase additional Units from the other Members, on a pro rata basis, based on an implied valuation for the Company of $60 million; provided, however, that if the NYFIX Option was not exercised pursuant to clause (i) above and NYFIX elects to exercise the NYFIX Option pursuant to this clause (ii), then NYFIX must purchase a minimum of 20% of all of the outstanding Units; and (iii) Between the 37th and 48th months following the Original Effective Date, NYFIX may purchase additional Units from the other Members, on a pro rata basis, based on an implied valuation for the Company of $72 million; provided, however, that if the NYFIX Option was not exercised pursuant to clauses (i) or (ii) above and NYFIX elects to exercise the NYFIX Option pursuant to this clause (iii), then NYFIX must purchase a minimum of 20% of all of the outstanding Units. Notwithstanding anything to the contrary contained in this Section 13.1(a), in no event may NYFIX exercise the NYFIX Option for more than an aggregate of 40% of all of the outstanding Units; provided, however, that if NYFIX has exercised the NYFIX Option for the entire 40%, then it may negotiate with individual Members for additional Units of such Members. Upon the expiration of the 48th month following the Original Effective Date, the NYFIX Option shall automatically lapse and expire and shall not thereafter afford NYFIX any rights whatsoever. (b) Upon the exercise of the NYFIX Option, a pro rata portion of the outstanding Company Options (as defined in Section 14.1 below) shall be deemed to have been exercised for Units and therefore will be subject to the NYFIX Option. (c) NYFIX may exercise the NYFIX Option by delivering written notice (the "Exercise Notice") to the Company and the Members stating NYFIX's election to exercise the NYFIX Option. The Exercise Notice shall include the following: (i) the aggregate number of Units NYFIX intends to purchase; (ii) the calculation of the aggregate amount of consideration to be paid to the Members (the "Exercise Price"); (iii) whether the exercise is through the exchange of cash or Shares; and (iv) the proposed Exercise Date (as defined below). NYFIX shall deliver the Exercise Notice to the Company and the Members at least three business days prior to the date of the closing of the purchase and sale of the Units pursuant to this Section 13.1 (the "Exercise Date"). On the Exercise Date, NYFIX shall pay the Exercise Price in cash or shares of NYFIX Common Stock (the "Shares"). The fair market value of the Shares shall be based on the five-day trading average ending on the day immediately prior to the Exercise Date. Except as set forth in the proviso of the penultimate sentence of Section 13.1(a) above, any Units purchased pursuant to the NYFIX Option shall be purchased pro rata from all of the other Members according to their Membership Interests. In connection with any purchase of Units by NYFIX pursuant to this  Section 13.1 using Shares, NYFIX agrees to grant to each Member receiving the Shares, registration and indemnification rights on the following terms: (i) NYFIX agrees to file a registration statement pursuant to the Securities Act, covering the resale of all of the Shares (the "Registration Statement") as soon as possible but in any event within 60 days following the Exercise Date. NYFIX agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") as soon as practicable after filing it and will notify each Member when such Registration Statement has become effective. NYFIX agrees to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the earlier of (i) the date on which the Members shall have sold all of the Shares and (ii) the date on which all of the Shares are eligible to be sold or transferred under Rule 144 without holding period or volume limitations (such period, the "Effective Period"). Upon seeking to offer and sell its Shares pursuant to the Registration Statement, each Member agrees to provide in writing in a timely manner, information regarding the proposed distribution by such Member of the Shares and such other information reasonably requested by NYFIX in connection with the preparation of and for the inclusion in the Registration Statement. NYFIX agrees to provide to each Member the number of copies of the final prospectus and any amendments or supplements thereto as are reasonably requested by such Member. NYFIX shall promptly notify the Member of any threatened stop order by the SEC or if the Registration Statement ceases to be effective for any reason at any time during the Effective Period, and NYFIX shall use its reasonable best efforts and take all reasonable actions required to prevent the entry of such stop order or to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (ii) NYFIX agrees to indemnify and hold harmless, to the extent permitted by law and subject to the terms of this Agreement, each Member, its directors, officers, employees and agents and each person who controls such Member (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the prospectus (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein in the light of the circumstances under which they were made not misleading; provided, however, that NYFIX shall not be liable to any Member to the extent that any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue or alleged untrue statement or any omission, if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Member furnished in writing to NYFIX by any such Member expressly for use in the preparation of the Registration Statement (or any amendment thereto) or the prospectus (or any amendment or supplement thereto).  (iii) In connection with the Registration Statement, each Member agrees to indemnify, to the extent permitted by law and subject to the terms of this Agreement, NYFIX, its directors, officers, employees and agents and each person who controls NYFIX (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the prospectus (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein in the light of the circumstances under which they were made not misleading, to the extent that such untrue statement or omission was made in reliance upon and in conformity with information furnished in writing to NYFIX by such Member (in his or her capacity as a shareholder of NYFIX) expressly for use in the preparation of the Registration Statement (or any amendment thereto) or the prospectus (or any amendment or supplement thereto). The liability of any Member under this Section 13.1(c)(iii) shall not in any event exceed the net proceeds received by such Member from the sale of Shares covered by the Registration Statement. (iv) Each party entitled to indemnification under this Section 13.1(c) shall give notice to the party required to provide indemnification promptly after such indemnified party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the indemnifying party, who shall conduct the defense of such claim or litigation, shall be approved by the indemnified party (whose approval shall not be unreasonably withheld or delayed); and provided, further, that the delay or failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 13.1(c), except to the extent that the indemnifying party shall have been materially adversely affected by such delay or failure. The indemnified party may participate in such defense at such party's expense; provided, however, that the indemnifying party shall pay such expense if the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such claim or litigation resulting therefrom. No indemnified party shall consent to entry of any judgment or settle any claim or litigation without the prior written consent of the indemnifying party. If the indemnification provided for in this Section 13.1(c) from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein as a result of a judicial determination that such indemnification may not be enforced in such case notwithstanding this Agreement, the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expense, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to  information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. ARTICLE XIV MISCELLANEOUS 14.1 COMPANY OPTION PLAN. (a) The Company shall adopt an employee incentive plan approved by the Designated Directors, pursuant to which the Company can issue to its employees options to purchase Units, restricted Units or other instruments to acquire Units or participate in the profits of the Company, up to an aggregate of 10% of the outstanding Units (the "Company Options") as follows: (i) up to 2% prior to December 31, 2002; provided that they may only be issued to employees who joined the Company after the Original Effective Date; (ii) up to an additional 4% between January 1, 2003 and December 31, 2003; provided that they may not be issued to Renaissance Members until their annual reviews; (iii) up to an additional 4% between January 1, 2004 and December 31, 2004; and (iv) all remaining options up to the 10% maximum after December 31, 2004. Notwithstanding anything to the contrary contained in this Section 14.1(a), under no circumstance shall Company Options be issued to the Management Team without the prior written consent of the NYFIX Designees. (b) Each Company Option shall have an exercise price equal to the fair market value of a Unit on the date of grant, as determined by the Designated Directors. (c) Each Company Option shall vest in equal amounts on the first four anniversaries of the date of grant; provided, however, that if a holder of a Company Option has his employment with the Company terminated, then such holder shall be credited with one additional vesting period. 14.2 EMPLOYMENT AGREEMENTS. Each Renaissance Member agrees to execute an Employment Agreement as well as a Non-Competition, Non-Disclosure and Non-Solicitation Agreement, in forms reasonably acceptable to the Management Team.  14.3 REPURCHASE OF UNITS. To the extent a Renaissance Member's employment with the Company is terminated, for any reason, prior to the fourth anniversary of the Original Effective Date, such Renaissance Member shall forfeit a portion of his Units to the Company, pursuant to the following schedule: Date of Termination % of Units Forfeited ------------------- -------------------- Prior to the first anniversary 100% Between the first and second anniversaries 80% Between the second and third anniversaries 50% Between the third and fourth anniversaries 20% After the fourth anniversary 0% Such forfeited Units shall be automatically cancelled. At the time of such forfeiture, the Company shall have the right (the "Company's Option") to repurchase such Member's Units that were not forfeited, at their book value (defined as the Members Equity as determined in accordance with accounting principles generally accepted in the United States of America divided by the number of Units outstanding) as of the end of the Company's previous quarter-end. In addition, NYFIX shall have the option (at its sole discretion) to require the Company to exercise the Company's Option, provided that NYFIX purchases an equal number of Units from the Company for the book value. 14.4 NOTICES. Notices to the Company shall be sent to the Principal Office of the Company. Notices to the Members shall be sent to their addresses set forth on their signature pages hereto. Any Member may require notices to be sent to a different address by giving notice to the other Members in accordance with this Section 14.4. Any notice or other communication required or permitted hereunder shall be in writing, and shall be deemed to have been given with receipt confirmed if and when delivered personally, mailed first class (postage prepaid), delivered to a nationally recognized overnight courier, or sent by facsimile, to such addresses. 14.5 ENTIRE AGREEMENT. This Agreement, together with the Schedules attached hereto, constitute the entire agreement between the parties and supersedes any prior agreement or understanding between them respecting the subject matter hereof. 14.6 SAVING CLAUSE. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. 14.7 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile copy of a signature shall be deemed an original signature.  14.8 GOVERNING LAW. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 14.9 NO RIGHTS OF CREDITORS AND THIRD PARTIES UNDER AGREEMENT. The Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members and their successors and assignees. The Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or any third party shall have any rights under the Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise. 14.10 AMENDMENTS. All amendments to this Agreement shall require the approval of the Members holding at least a majority of the Membership Interests. After an amendment under this Section 14.10 becomes effective, the Company shall mail to the Members a notice briefly describing such amendment. 14.11 GENERAL INTERPRETIVE PRINCIPLES. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings given to them in the United States in accordance with generally accepted accounting principles consistently applied; (c) references herein to "Sections," "paragraphs" and other subdivisions without reference to a document are to designated Sections, paragraphs and other subdivisions of this Agreement; (d) a reference to a paragraph without further reference to a Section is a reference to such paragraph as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions; (e) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; and (f) the term "include" or "including" shall mean without limitation by reason of enumeration. [SIGNATURE PAGE FOLLOWS]  IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first written above. MEMBERS: Entity Name (if applicable): --------------------------------------------------- Signature: /s/ Peter K. Hansen ------------------------------------------------------------------- Name: Title (if applicable): Address: 333 Ludlow St. ------------------------------------------------------------------- Stamford, CT 06902 ------------------------------------------------------------------- ------------------------------------------------------------------- Number of Membership Interests: 1,800,000 ----------------------------------------- Capital Contribution: Intellectual Property --------------------------------------------------------  IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first written above. MEMBERS: Entity Name (if applicable): --------------------------------------------------- Signature: /s/ Edward Brandman ------------------------------------------------------------------- Name: Edward Brandman Title (if applicable): Address: 6 Wolf Hill Terrace ------------------------------------------------------------------- Martinsville, NJ 08836 ------------------------------------------------------------------- ------------------------------------------------------------------- Number of Membership Interests: 2,733,333 ----------------------------------------- Capital Contribution: 50,000 shares of NYFIX common stock --------------------------------------------------------  IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first written above. MEMBERS: Entity Name (if applicable): --------------------------------------------------- Signature: /s/ Daniel Ryan ------------------------------------------------------------------- Name: Daniel Ryan Title (if applicable): Address: 37 River Avenue ------------------------------------------------------------------- Cornwall on Hudson, NY 12520 ------------------------------------------------------------------- ------------------------------------------------------------------- Number of Membership Interests: 2,733,334 ----------------------------------------- Capital Contribution: 50,000 shares of NYFIX common stock --------------------------------------------------------  IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date first written above. MEMBERS: Entity Name (if applicable): --------------------------------------------------- Signature: /s/ Ken DeGiglio ------------------------------------------------------------------- Name: Ken DeGiglio Title (if applicable): Address: 5 Forest Gardens Dr. ------------------------------------------------------------------- Matawan, NJ 07747 ------------------------------------------------------------------- ------------------------------------------------------------------- Number of Membership Interests: 2,733,333 ----------------------------------------- Capital Contribution: 50,000 shares of NYFIX common stock --------------------------------------------------------  SCHEDULE A Special Allocations. The following special allocations shall be made in the following order: 1. MINIMUM GAIN CHARGEBACK. Except as otherwise provided in Section 1.704-2(f) of the Tax Regulations, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Partnership Minimum Gain, determined in accordance with Section 1.704-2(g) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Tax Regulations. This paragraph is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Tax Regulations and shall be interpreted consistently therewith. 2. PARTNER MINIMUM GAIN CHARGEBACK. Except as otherwise provided in Section 1.704-2(i)(4) of the Tax Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Tax Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Tax Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Tax Regulations. This paragraph (2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Tax Regulations and shall be interpreted consistently therewith. 3. QUALIFIED INCOME OFFSET. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6) of the Tax Regulations, items of Company income and gain shall be specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Tax Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible, provided that an allocation pursuant to this paragraph (3) shall be made only if and to the extent that the Member would have an Adjusted Capital  Account Deficit after all other allocations provided for in this schedule have been tentatively made as if this paragraph (3) were not in this schedule. 4. GROSS INCOME ALLOCATION. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amounts such Member is obligated to restore pursuant to the terms of the Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Tax Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this paragraph (4) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this schedule have been made as if paragraph (3) and this paragraph (4) were not in this Agreement. 5. NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any Fiscal Year shall be specially allocated among the Members in proportion to their Membership Interests. 6. PARTNER NONRECOURSE DEDUCTIONS. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Tax Regulations. 7. MANDATORY ALLOCATIONS UNDER SECTION 704(C) OF THE CODE. In the event Section 704(c) of the Code or Section 704(c) of the Code principles applicable under Section 1.704-1(b)(2)(iv) of the Tax Regulations require allocations of Profits or Losses in a manner different than that set forth above, the provisions of Section 704(c) of the Code and the Tax Regulations thereunder shall control such allocations among the Members. Any item of Company income, gain, loss and deduction with respect to any property (other than cash) that has been contributed by a Member to the capital of the Company or which has been revalued for Capital Account purposes pursuant to Section 1.704-l(b)(2)(iv) of the Tax Regulations) and which is required or permitted to be allocated to such Member for income tax purposes under Section 704(c) of the Code so as to take into account the variation between the tax basis of such property and its fair market value at the time of its contribution shall be allocated solely for income tax purposes in a manner so required or permitted under Section 704(c) of the Code; provided, however, that curative allocations -------- ------- consisting of the special allocation of gain or loss upon the sale or other disposition of the contributed property shall be made in accordance with Section 1.704-3(c) of the Tax Regulations to the extent necessary to eliminate any disparity, to the extent possible, between the Members' book and tax Capital Accounts attributable to such property.  8. CURATIVE ALLOCATIONS. The allocations set forth above (the "Regulatory Allocations") are intended to comply with certain requirements of the Tax Regulations and it is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset with other Regulatory Allocations. Furthermore, notwithstanding any other provision of this Schedule A, the Members shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Article VIII. The Company (i) shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made, and (ii) may reallocate Profits and Losses for prior open years (or items of gross income and deduction of the Company for such years) among the Members to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years. This paragraph 8 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority. 9. DEFINITIONS: a. ADJUSTED CAPITAL ACCOUNT DEFICIT shall mean, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (1) Credit to such Capital Account the minimum gain chargeback that such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Tax Regulations; and (2) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Tax Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Tax Regulations and shall be interpreted consistently therewith. b. NONRECOURSE DEDUCTIONS has the meaning set forth in Section 1.704-2(b)(1) of the Tax Regulations.  c. NONRECOURSE LIABILITY has the meaning set forth in Section 1.704-2(b)(3) of the Tax Regulations. d. PARTNER NONRECOURSE DEBT has the meaning set forth in Section 1.704-2(b)(4) of the Tax Regulations. e. PARTNER NONRECOURSE DEBT MINIMUM GAIN means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Tax Regulations. f. PARTNER NONRECOURSE DEDUCTIONS has the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Tax Regulations. g. PARTNERSHIP MINIMUM GAIN has the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Tax Regulations. h. TAX REGULATIONS shall mean any final, temporary or proposed regulations promulgated by Treasury Department pursuant to the Code as such Tax Regulations may be amended from time to time. All references herein to a specific section of the Tax Regulations shall be deemed also to refer to any corresponding provision of succeeding Tax Regulations.  SCHEDULE B "Renaissance" is the Nasdaq Market Making /Trading system that was developed at Robertson Stephens as an alternative to the existing vendor supplied system. The basic scope of the Renaissance system can be summarized as follows: * Order Management and Routing * Execution Management/AutoEx * Position Management * Real-time P&L * Quote Management * Nasdaq Compliance Rules The Source Code and Supporting Documentation consists of the following: * All software versions for all platforms and operating environments * All specifications, technical or programmers' notes, source code annotations, user guides, manuals, files, instructions, software architecture designs, flowcharts, plans, drawings, diagrams, and documentation that are exclusively related to the Software  SCHEDULE C In return for the revenue sharing, NYFIX agrees that it will provide the Company with the following services: CORPORATE: - -------------------------------------------------------------------------------- NYFIX customer goodwill Contract issuance & negotiation Delivery planning Tracking of staggered deliveries Invoicing Receivable collections Liabilitity exposure MARKETING: - ------------------------ Exhibitions Conferences Web-site Collateral Material PR Other SALES: - ------------------------ Executive Management Sales Management Sales Executives Account Executives Travel, Other CORPORATE INFRA-STRUCTURE: - -------------------------------------------------------------------------------- [NYFIX is not actually providing the Company directly with these functions, but rather is allocating a portion of NYFIX personnel's time to coordinate and assist the Company and its personnel with these functions Accounting Facilities Management Human Resource (MUST be Benefits) Legal General Support Policy, Process Procedure implementation  DATA CENTER INFRASTRUCTURE/DEVELOPMENT: ---------------------- Sourcing, Installation, Networking Fixtrader changes Core Network allocation Data Feeds and Services Network Systems Management Network Management Comdisco remote hands Installation of equipment and Rack Cabling Account Management Technical Project Management Special Development Help Desk Support NYFIX also agrees that it will purchase certain equipment and services for use by the Company and in turn will charge the Company directly for the actual cost incurred (the "Actual Costs"). Cash reimbursement to NYFIX shall be made as follows: (i) upon determination by the Board of Directors of the Company that the Company has sufficient capital to make the payments, then the entire amount of the Actual Costs shall be paid to NYFIX, or (ii) at least 25% (or such larger percentage as the Board of the Company deems appropriate) of all additional equity investments received by the Company ("New Investments") shall be paid to NYFIX upon receipt thereof; provided, however, that in no event may the amount paid to NYFIX be greater than the Actual Costs, and provided further that the entire amount of the Actual Costs must be paid to NYFIX upon the Company receiving New Investments aggregating at least $8 million. A list of equipment and services in this category is as follows: CORPORATE INFRA-STRUCTURE: - ----------------------------------------------- Space Power, Cleaning, Security other PC's, Telephone, Front-desk, fax, internet General office facilities and equipment DATA CENTER INFRASTRUCTURE/DEVELOPMENT: Equipment Software Dev Software & Hw Maintenance Agreements Rack space and facilities Power install Additional WAN equipment Network Switches (core and RSC) Telco Costs (# Full T3's) NYFIX Edge routers and CSU Tibco PC License Health Benefits All health and insurance related benefits that NYFIX employees currently receive  SCHEDULE D Name and Address Capital Membership Contribution Interest Units NYFIX, Inc. $0 (1) 18%(2) 1,800,000 333 Ludlow Street Stamford, CT 06902 Edward Brandman $0 (3) 27.3333% 2,733,333 6 Wolf Hill Terrace Martinsville, NJ 08836 Daniel Ryan * $0 (3) 27.3334% 2,733,334 37 River Avenue Cornwall on Hudson, NY 12520 Ken DeGiglio $0 (3) 27.3333% 2,733,333 5 Forest Gardens Dr. Matawan, NJ 07747 (1) NYFIX contributed the Intellectual Property. (2) Acquired pursuant to an Agreement between NYFIX and the Management Team, dated as of the date hereof. (3) Each of the Management Team members contributed 50,000 shares of NYFIX common stock. * This Member is designated as the Tax Matters Partner.