Common use of Authority of the Managing Member Clause in Contracts

Authority of the Managing Member. (a) The Managing Member shall conduct, direct and exercise full control over all activities of the Company. All management powers over the business and affairs of the Company shall be vested in the Managing Member. The Managing Member shall have the power to bind or take any action on behalf of the Company, or to exercise in its sole discretion any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company under this Agreement, or any other agreement, instrument or other document to which the Company is a party or by virtue of its holding the equity interests of any Subsidiary thereof. (b) Notwithstanding any provision herein to the contrary, in connection with the performance of its duties as the Managing Member of the Company under this Agreement, the Members and the Managing Member acknowledge that the Managing Member will take action through the Bakkt Pubco Board and the officers of Bakkt Pubco, and that the members of the Bakkt Pubco Board and such officers of Bakkt Pubco will owe fiduciary duties to the stockholders of the Bakkt Pubco in respect of any such actions taken or omitted in connection with the performance of the Managing Member’s duties hereunder, provided, however that nothing in the foregoing shall abrogate or diminish the rights of the Holders of Common Units under this Agreement or applicable law. (c) Without limiting the foregoing provisions of this Section 6.1, the Managing Member shall have the general power to manage or cause the management of the Company (which may be delegated to officers of the Company) to, directly or indirectly, undertake any of the following: (i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Company; (iii) to make any expenditures, to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or cause to be developed accounting procedures for the maintenance of the Company’s books of account; and (vii) to do all such other acts as shall be authorized in this Agreement.

Authority of the Managing Member. Except for situations in which the approval of one or more of the Members is specifically required by the express terms of this Agreement, and subject to the provisions of this Article V, (ai) The all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member, (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company. All management powers over , and (iii) the business and affairs of the Company shall be vested in the Managing Member. The Managing Member shall have the sole power to bind or take any action on behalf of the Company, or to exercise in its sole discretion any rights and powers (including including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, judgments or other decisions) granted to the Company under this Agreement, Agreement or any other agreement, instrument or other document to which the Company is a party or by virtue of its holding party. Without limiting the equity interests of any Subsidiary thereof. (b) Notwithstanding any provision herein to the contrary, in connection with the performance of its duties as the Managing Member generality of the Company under foregoing, but subject to any situations in which the approval of the Members is specifically required by this Agreement, the Members and the Managing Member acknowledge that the Managing Member will take action through the Bakkt Pubco Board and the officers of Bakkt Pubco, and that the members of the Bakkt Pubco Board and such officers of Bakkt Pubco will owe fiduciary duties to the stockholders of the Bakkt Pubco in respect of any such actions taken or omitted in connection with the performance of the Managing Member’s duties hereunder, provided, however that nothing in the foregoing shall abrogate or diminish the rights of the Holders of Common Units under this Agreement or applicable law. (cx) Without limiting the foregoing provisions of this Section 6.1, the Managing Member shall have discretion in determining whether to issue Equity Securities, the general power number of Equity Securities to manage be issued at any particular time, the purchase price for any Equity Securities issued, and all other terms and conditions governing the issuance of Equity Securities and (y) the Managing Member may enter into, approve, and consummate any Liquidity Event or cause the management other extraordinary or business combination or divestiture transaction, and execute and deliver on behalf of the Company or the Members any agreement, document and instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents) without the approval or consent of any Member. The Managing Member shall operate the Company and its Subsidiaries in accordance in all material respects with an annual budget, business plan and financial forecasts for the Company and its Subsidiaries for each fiscal year. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. The Managing Member is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements hereof) required or permitted by the Delaware Act to be filed in the Office of the Secretary of State of the State of Delaware. The Managing Member and Members hereby approve and ratify the filing of the following documents with the Secretary of State of the State of Delaware: (i) the Certificate of Formation of the Company by ▇▇▇▇▇ ▇▇▇▇▇▇, as authorized person, (ii) the Certificate of Amendment to the Certificate of Formation of the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇, as authorized person, and (iii) the Certificate of Merger of the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇, as authorized person. The Managing Member is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may be delegated wish to officers conduct business. Notwithstanding any other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any officer on behalf of the Company) to, directly or indirectly, undertake any of the following: (i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company; (ii) is hereby authorized to execute and deliver (a) the Merger Agreement; (b) any other document, certificate or contract relating to authorize or contemplated by the execution Corporate Conversion; and delivery (c) any amendment and any agreement, document or other instrument contemplated thereby or related thereto. The Managing Member or any officer is hereby authorized to enter into the documents described in the preceding sentence on behalf of contractsthe Company, deeds, leases, licenses, instruments but such authorization shall not be deemed a restriction on the power of transfer and the Managing Member or any officer to enter into other documents on behalf of the Company; (iii) to make any expenditures, to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or cause to be developed accounting procedures for the maintenance of the Company’s books of account; and (vii) to do all such other acts as shall be authorized in this Agreement.