LHG Operating Agreement means the Limited Liability Company Agreement of Liquid Holdings Group, LLC dated as of April 24, 2012, as amended by that certain Amendment No. 1 thereto, dated as of May 24, 2012.
Each Member acknowledges and agrees that the Consideration Units to be issued to the Members pursuant to the terms hereof may be subject to legending requirements and restrictions on transfer as required by applicable securities laws and regulations and the LHG Operating Agreement.
The Members further acknowledge and agree that prior to the issuance of the Holding Company Shares hereunder each Member shall be required to execute and deliver a Joinder to the LHG Operating Agreement in substantially the form attached hereto as Exhibit A.
The Class B Members acknowledge and agree that the Consideration Units are subject to the rights and restrictions set forth for the Class A Common Units in the LHG Operating Agreement (including, without limitation, the provisions of Sections 9.01(c) and 15.17 thereof).
The Members each hereby acknowledge and agree that such Holding Company Shares shall be subject to the rights and restrictions set forth in the LHG Operating Agreement and are subject to dilution upon subsequent issuances of equity securities of the Holding Company.