SCHEDULE A
ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on
20__, by the undersigned (the “Holder”) pursuant to the terms of that
neitean: Voting Aereementdated.ns.of October. -)6: “Agre #”), by. jong the _
Company and certain of its Stockholders, as such Agreement may ‘be amended or amended and ~~
restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have
the respective meanings ascribed to such terms in the Agreement. By the execution of this
Adoption Agreement, the Holder agrees as follows.

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares
of the capital stock of the Company (the “Stock”) [or options, warrants, or other rights to
. purchase such Stock (the “Options”)], for one of the following reasons (Check the correct box):

a As a transferee of Shares from a party bound by the Agreement, and after such
transfer, Holder shall be considered a “Stockholder” for all purposes of the
Agreement.

Oo As a new investor in the Company in accordance with Section 4.1 of the
Agreement, in which case Holder will be a “Stockholder” for all purposes of the
Agreement.

1.2 Agreement, Holder hereby (a) agrees that the Stock [Options], and any other
shares of capital stock or securities required by the Agreement to be bound thereby, shall be
bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same
force and effect as if Holder were originally a party thereto.

13 Notice. Any notice required or permitted by the Agreement shall be given to
Holder at the address, e-mail address or facsimile number listed below Holder’s signature hereto.

HOLDER: ACCEPTED AND AGREED:
By: SMALL EXCHANGE, INC.
Name and Title of Signatory
Address: By:

Name and Title:
Facsimile Number:
E-mail address:

DMS T08StO86v16

Schedule A to
Voting Agreement



OF BUSINESS.”

(b) The Company agrees that, during the term of this Agreement, it will not
remove, and will not permit to be removed (upon registration of transfer, reissuance of
otherwise), the Legend from any such certificate and will place or cause to be placed the Legend
on any new certificate issued to represent Shares theretofore represented by a certificate carrying
sctlaesLegendyandsit-chall-supply.-free-of charee..a.copy.of this. Agreem y holder of such.
Shares upon written request from such holder to the Company at its principal o: a
time or from time to time any Stockholder holds any certificate representing Shares of the
Company’s capital stock not bearing the aforementioned Legend, such Stockholder agrees to
deliver such certificate to the Company promptly to have such Legend placed on such certificate.
The parties to this Agreement do hereby agree that the failure to cause the certificates to be
notated with the Legend and/or the failure of the Company to supply, free of charge, a copy of
this Agreement as provided hereunder shall not affect the validity or enforcement of this
Agreement.

1.5 Successors; Transfers. The provisions of this Agreement shall be binding
upon the successors in interest to any of the Shares. The Company shall not permit the transfer
of any of the Shares on its books or issue a new certificate representing any of the Shares unless
and until the person to whom such security is to be transferred shall have executed and delivered
an Adoption Agreement, substantially in the form attached hereto as Exhibit A, pursuant to
which such person becomes a party to this Agreement and agrees to be bound by all the
provisions hereof as if such person were @ Stockholder.

1.6 Other Rights. Except as provided by this Agreement, each Stockholder shall
exercise the full rights of a holder of capital stock of the Company with respect to the Shares.

4.7 Irrevocable Proxy. To secure each Stockholder’s obligations to vote the
Shares in accordance with this Agreement, each Stockholder hereby appoints the Company’s
Chairman or his designees, as such Stockholder’s true and lawful proxy and attomey, with the
power to act alone and with full power of substitution, to vote all of such Stockholder’s Shares as
set forth in this Agreement and to execute all appropriate instruments consistent with this
Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b)
attempts to vote (whether by proxy, in person or by written consent), in a manner which is
inconsistent with the terms of this Agreement, all of such Stockholder’s Shares or to take any
action necessary to effect this Agreement. The proxy and power granted by each Stockholder
pursuant to this Section 1.7 are coupled with an interest and are given to secure the performance
of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for
the term hereof. The proxy and power, so long as any party hereto is an individual, will survive
the death, incompetency and disability of such party or any other individual holder of the Shares
and, so long as any party hereto is an entity, will survive the merger or reorganization of such
party or any other entity holding any Shares, Each party hereto hereby revokes any and. all
previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless
and until this Agreement terminates or expires, purport to grant any other proxy or power of
attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter
into any agreement (other than this Agreement), arrangement or understanding with any person,

af office. If at any” See Sere



unenforceable or inapplicable to.a particular dispute, then such dispute shall be decided solely by
a judge, without the use of a jury, sitting in a court located in Chicago, [linois and each party
hereto hereby agrees to such exclusive jurisdiction. This binding arbitration and jury trial waiver
provision shall survive termination of this Agreement. Nothing in this Agreement will prevent
either party from applying for injunctive relief in any court with jurisdiction located in Chicago,
Iinois.

and entire understanding and agreement between the parties with regard to the subjects hereof
and thereof and no party shall be liable or bound to any other in any manner by any oral or
written representations, warranties, covenants and agreements except as specifically set forth
herein and therein. Each party expressly represents and warrants that it is not relying on any oral
or written representations, warranties, covenants or agreements outside of this Agreement.

4.17 Stock Issuances, Stock Splits, Stock Dividends, ete. In the event of any
issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders
(including, without limitation, in connection with any stock split, stock dividend,
recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement
and shall be notated with the legend set forth in Section 1.4.

4.18 Manner of Voting. The voting of Shares pursuant to this Agreement may be
effected in person, by proxy, by written consent or in any other manner permitted by applicable
Jaw. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make
explicit reference to the terms of this Agreement.

4.19 Further Assurances. At any time or from time to time after the date hereof,
the parties agree to cooperate with each other, and at the request of any other party, to execute
and deliver any further instruments or documents and to take all such further action as the other
party may reasonably request in order to evidence or effectuate the consummation of the
transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

[SIGNATURE PAGE FOLLOWS]

10

4.46 Entire Agreement. This Agreement and the Exhibits hereto constitute the fail ~~



surviving entity (or, if-the-surviving -entity_is.a_wholly. owned subsidiary, its. parent). in
substantially the same proportions and with substantially the same tights, preferences, powers,
privileges and restrictions, qualifications and limitations immediately after such consolidation,
merger or reorganization; or (B) any transaction or series of related transactions to which the
Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is
transferred; provided, that an Acquisition shall not include any transaction or series of
=feqneortinns for hone: fide-eqnity financing purmases:that i ely the issuance of equity

securities to a non-affiliated third party in consideration of cash paid to the Company (without ~~ “

any repurchase, redemption or exchange of securities); and (ii) “Asset Sale” shall mean a sale,
lease, exclusive license or other disposition of all or substantially all of the assets of the
Company.

4, MISCELLANEOUS.

44 Additional Parties. In the event that after the date of this Agreement, the
Company enters into an agreement with any Person to issue shares of capital stock to such
Person, following which such Person shall hold Shares constituting more than two percent (2%)
(or such other amount as tastytrade and PEAK6 shall agreé) of the Company’s then outstanding
capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or
conversion of outstanding options, warrants or convertible securities, as if exercised and/or
converted or exchanged), then, the Company shall cause such Person, as a condition precedent to
entering into such agreement, to become a party to this Agreement by executing an Adoption
Agreement in the form attached hereto as Schedule A, agreeing to be bound by and subject to the
terms of this Agreement as a Stockholder and thereafter such person shall be deemed a
Stockholder for all purposes under this Agreement.

4.2 Ownership. Each Stockholder represents and warrants to the other
Stockholders and the Company that (a) such Stockholder now owns its Shares free and clear of
liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar arrangement other than
one which has expired or terminated prior to the date hereof, and (b) such Stockholder has full
power and capacity to execute, deliver and perform this Agreement, which has been duly
executed and delivered by, and evidences the valid and binding obligation of, such Stockholder,
enforceable in accordance with its terms.

4.3 Transfers; Further Action. Each transferee or assignee of any Stockholder
Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a
condition precedent to the Company’s recognizing such transfer, each transferee or assignee
shall agree in writing to be subject to each of the terms of this Agreement. If and whenever any
Shares, the Stockholders or the personal representatives of the Stockholders shall do all things
and execute and deliver all documents and make all transfers, and cause any transferee of the
Shares to do all things and execute and deliver all documents, as may be necessary to
consummate such sale consistent with this Agreement.

4.4 Specific Performance. The parties hereto hereby declare that it is impossible
to measure in money the damages which will accrue to a party hereto or to their heirs, personal
representatives, or assigns by reason of a failure to perform any of the obligations under this



directly or indirectly, to vote, grant any proxy or give instructions with respect to. the voting of.
any of the Shares, in each case, with respect to any of the matters set forth herein,

2. “BAD ACTOR” MATTERS.

2.1 Representation. Each Person with the right to designate or participate in the
designation..of a..di ant ent hereby sents that, to such Person’s
knowledge, no Disqualification Event, except, if applicable, j
which Rule 506(d)(2)(ii) or (iii) or (4)(3) is applicable to such Person or any of its Rule 506(d)
Related Parties. For purposes of this Agreement, “Disqualified Designee” shall mean any
director designee to whom any Disqualification Event is applicable, except for a Disqualification
Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

2.2 Covenant. Each Person with the right to designate: or participate in the
designation of a director pursuant to this Agreement hereby covenants and agrees not to
designate or participate in the designation of any director designee who, to such Person’s
knowledge, is a Disqualified Designee and that in the event such Person becomes aware that any
individual previously designated by any such Person is or has become a Disqualified Designee,
such Person shall as promptly as practicable take such actions as are necessary to remove such
Disqualified Designee from the Board and designate a replacement designee who is not a
Disqualified Designee.

3. TERM.

3.1. Termination of Agreement. This Agreement shall continue in full force and
effect from the date hereof through the earliest of the following dates, on which date it shall
terminate in its entirety:

(a) the date of the closing of a firmly underwritten public offering of the
Common Stock for gross process in excess of $40,000,000 pursuant to a registration statement
filed with the Securities and Exchange Commission, and declared effective under the Securities
Act of 1933, as amended;

(b) __the date of the closing of an Acquisition as defined below;

(©) __ the completion of the distribution to the stockholders, in accordance with
the Certificate, of the full proceeds received by the Company in an Asset Sale (as defined below)
in which the consideration received by the Company was solely cash and/or publicly traded
securities; or

(@)__ the date as of which the parties hereto terminate this Agreement by written
consent of tastytrade and PEAK6.

(e) For the purposes of this Agreement: (i) “Acquisition” shall mean (A) any
consolidation or merger of the Company with or into any other company or other entity or
person, or any other corporate reorganization, other than any such consolidation, merger or
reorganization in which the stockholders of the Company immediately prior to such
consolidation, merger or reorganization, continue to hold a majority of the voting power of the

jor a Disqualification Event aso



each other party hereto or thereto shall re-execute original forms thereof and deliver-them-to-all

other parties. No party hereto or to any such agreement or instrument shall raise (a) the use of a

facsimile machine, e-mail or other reasonable electronic transmission to deliver a signature or (b)

the fact that any signature or agreement or instrument was signed and subsequently transmitted

or communicated through the use of a facsimile machine, e-mail or other reasonable electronic

transmission device as a defense to the formation or enforceability of a contract and each such
“panty forever watves any euchdlefensencss. = eS

4.12 Waiver. No waivers of any breach of this Agreement extended by any party
hereto to any other party shall be construed as a waiver of any rights or remedies of any other
party hereto or with respect to any subsequent breach.

4.13 Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to any party, upon any breach, default or noncompliance by another party under
this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on any party’s behalf of any breach, default or
noncompliance under this Agreement or any waiver on such party’s behalf of any provisions or
conditions of this Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement by law, or
otherwise afforded to any party, shall be cumulative and not alternative.

4.14 Notices, All notices required in connection with this Agreement shall be in
writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal
delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if
sent during normal business hours of the recipient; if not, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written notification of receipt. All communications shall be
sent to the holder’s address appearing on the books of the Company or at such other address as
such party may designate by ten (10) days advance written notice to the other parties hereto.

4.15 Dispute Resolution, Binding Arbitration and Jury Trial Waiver. Other
than as provided in Section 4.4, any unresolved controversy or claim arising out of or relating to
this Agreement shall be submitted to arbitration which shall be the exclusive means for
resolution of any such disputes. Such arbitration shall be conducted by JAMS in accordance
with its Arbitration Rules and Procedures then in effect. The arbitration shall be administered by
the Chicago, Illinois office of JAMS and the hearing shall be held in the City of Chicago,
Illinois. The panel shall consist of three arbitrators and will be selected from a panel of retired
judges, who have familiarity with dispute resolution in the applicable industry and will not have
arelationship with any members of the Board or any stockholders. Any costs associated with the
arbitration shall be borne by the non-prevailing party. All decisions of the arbitrators shall be
binding on both parties. Judgment upon the award rendered by the arbitrators may be entered in
any court having jurisdiction. THE PARTIES HEREBY KNOWINGLY AND
VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY and
agree that if the foregoing binding arbitration provision is determined for any reason to be



SMALL EXCHANGE, INC.
VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of
December 14, 2017 (the “Effective Date”), by and among Small Exchange, Inc., a Delaware

comporation.the: Company’)..and those certain holders-of the. Company's Common Stock listed...
on.

it A hereto (each a “Stockholder” and together the “Stockholders”.

WITNESSETH

WHEREAS, concurrently with the execution of this Agreement, the Company and the
Stockholders are entering into a Common Stock Purchase Agreement (the “Purchase
Agreement’) providing for the sale of shares of the Company’s Common Stock, $0.0001 par
value per share (“Common Stock”), and in connection with that agreement the parties desire to
provide the Stockholders with the right, among other rights, to designate the election of certain
members of the board of directors of the Company (the “Beard”) in accordance with the terms of
this Agreement; and

WHEREAS, the Company and the Stockholders have agreed to provide for the future
voting of their shares of the Common Stock as set forth herein.

NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

AGREEMENT
1 VOTING.

1.1 Common Shares. Each Stockholder agrees to hold all shares of capital stock of
the Company registered in its respective name or beneficially owned by it as of the date hereof
and any and all other voting securities of the Company legally or beneficially acquired by such
Stockholder after the date hereof (collectively, the “Shares”) subject to, and to vote the Shares in
accordance with, the provisions of this Agreement.

1.2 Election of Board of Directors.

(a) Each Stockholder shall vote, or cause to be voted, at a regular or special
meeting of stockholders (or by written consent) all Shares owned by such Stockholder (or as to
which such Stockholder has voting power) so as to cause (i) the authorized size of the Board to
be set and remain at five (5) directors and may be increased only with the written consent of
testytrade and PEAK6, and (ii) the Board to be at all times comprised of:

(A) For so long as tastytrade, Inc. or its Affiliates (“tastytrade”)
continues to hold any Shares, two (2) directors designated by tastytrade as the
tastytrade Directors (the “tastytrade Directors”), which individuals shall initially
be Tom Sosnoff and Kristine Ross;



IN WITNESS WHEREOF, tlie parties hereto have executed this VOTING
AGREEMENT as of the date first above written.

COMPANY:

By:
Name:
Title:

STOCKHOLDERS:

TASTYTRADE, INC.

By:
Name:
Title:

PEAK6 VENTURES LLC

By: PEAK6 Investments, L.P., its imanaging
member

By: PEAK6 LLC; its general partner

Signature Page to
Voting Agreement



IN WITNESS WHEREOF, the parties hereto have executed this VOTING
AGREEMENT as of the date first above written.

COMPANY:
SMALL EXCHAND) 4 INC,

By:
Name: istine Ross
Title: CEO

STOCKHOLDERS:
TASTYTRADE, INC.
By:

Name: Kristine Ross
Title: _Co-CEO.

PEAK6 VENTURES LLC

By: PEAK6 Investments, L.P., its managing
member

By: PEAK6 LLC, its general partner

By:

Name: Matthew Hulsizer

Title: Manager
Signature Page to

Voting Agreement



Agreement and agree that the terms of this Agreement shall-be specifically-enforceable._If any.
party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such action or proceeding
is brought hereby waives the claim or defense therein that such party or such personal
representative has an adequate remedy at law, and such person shall not offer in any such action
or proceeding the claim or defense that such remedy at law exists.

accordance with the laws of the State of Delaware as such laws are applied to agreements among
Delaware residents entered into and performed entirely within the State of Delaware, without
reference to the conflict of laws provisions thereof

4.6 Amendment or Waiver. This Agreement may be amended or modified (or
provisions of this Agreement waived) only upon the written consent of tastytrade and PEAK6;
provided, however that Sections 1.2(a)(ii)(C) and_1.2(c) cannot be amended without the consent
of tastytrade, PEAK6 and TCV. Any amendment or ‘waiver so effected shall be binding upon the
Company, each of the parties hereto, and any assignee of any such party. Any amendment,
termination or waiver effected in accordance with this Section 4.6 shall be binding on the
Company even if it does not execute such consent.

4.7 Severability. In the event one or more of the provisions of this Agreement
should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

4.8 Successors and Assigns. The terms and conditions of this Agreement shall
jnure to the benefit of, and be binding upon, the parties hereto and their respective successors,
assigns, heirs, executors and administrators and other legal representatives.

4.9 Additional Shares. In the event that subsequent to the date of this Agreement
any shares or other securities are issued on, or in exchange for, any of the Shares by reason of
any stock dividend, stock split, combination of shares, reclassification or the like, such shares or
securities shall be deemed to be Shares for purposes of this Agreement.

4.10 Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together shall constitute one
instrument.

4.11 Delivery by Facsimile, E-Mail or Other Electronic Transmission. This
Agreement, the agreements referred to herein, and each other agreement or instrument entered
into in connection herewith or therewith or contemplated hereby or thereby, and any
amendments hereto or thereto, to the extent signed and subsequently delivered by means ofa
facsimile machine, e-mail or other reasonable electronic transmission, shall be treated in all
manner and respects and for all purposes as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such agreement or instrument,

45 Governing Law. This ‘Agreement shall be govemed ‘by and construed in a eee



r¢3) The director is-an-officer or employee. of the Company or an
officer or employee of an Affiliate of the Company, which in this context includes
parents or subsidiaries of the Company or entities that share a common parent
with the Company.

(I) ‘The director is a member of the Company, or an officer or director
-sonf'a Member as defined:in Section-1a(34) ity Exchang

(“CEA”) and Commodity Futures Trading Commission @CRTC*)Regulaion

1.3(q).

(Il) The director, or a firm with which the director is an officer,
director, or partner, receives more than $100,000 in combined annual payments
from the Company, or any Affiliate of the Company (as defined in (1) above), for
legal, accounting, or consulting services. Compensation for services as a director
of the Company or as a director of an Affiliate of the Company does not count
toward the $100,000 payment limit, nor does deferred compensation for services
prior to becoming a director, so long as such compensation is in no way
contingent, conditioned or revocable; and .

(IV) Any of the relationships above apply to a member of the director’s
“immediate family,” i.e., spouse, parents, children and siblings.

43 No Liability for Election of Recommended Director. Except as set forth
above in Sections 1.2(h) and Section 3 below, no Stockholder, nor any officer, director,
stockholder, partner, member, manager, employee or agent of any party hereto, shall have any
liability as a result of designating a person for election as a director for any act or omission by
such designated person in his or her capacity as a director of the Company, nor shall any
Stockholder have any liability as a result of voting for such nominee pursuant to this Agreement.

1.4 Legend.

(a)  Coneurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed on certificates representing the Shares the following restrictive
legend (the “Legend”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING
AGREEMENT, AS MAY BE AMENDED FROM TIME TO
TIME, WHICH PLACES CERTAIN RESTRICTIONS ON THE
VOTING OF THE SHARES REPRESENTED HEREBY. ANY
PERSON ACCEPTING ANY INTEREST IN SUCH SHARES
SHALL BE DEEMED TO AGREE TO AND SHALL BECOME
BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT.
A COPY OF SUCH VOTING AGREEMENT WILL BE
FURNISHED TO THE RECORD HOLDER OF - THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE



The Company shali-hold-meetings of the Board-periodically but-not-less
often than once in any three (3) month period.

(g) | The Company will promptly pay or reimburse the directors for all
reasonable out-of-pocket expenses incurred in connection with attending board or committee
meetings of the Company or its subsidiaries or in performing their duties as directors of the

cugonmpanyuae dte-eubsidiaries:inelnding reasonable out-of-nocket expenses incurred in-performing 0:

their duties as members of committees of the Board or the board of directors of any of its
subsidiaries). Except to the extent approved by the Board, no director shall receive
compensation from the Company for serving in such capacity.

(h) Each Person with the right to designate or participate in the designation of
a director as specified above hereby represents and warrants to the Company that, to such
Person’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)()-
(viii) promulgated under the Securities Act of 1933, as amended (the “Securities Act’) (each, 2
“Disqualification Event’), is applicable to such Person’s initial designee named above except, if
applicable, for a Disqualification Event as to which Rule 506(d)(2)Gi) or (iii) or @G) is
applicable. Any director designee to whom any Disqualification Event is applicable, except for a
Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (4)(3) is applicable, is hereinafter
referred to as a “Disqualified Designee”. In additional, any Person who has a significant history
of serious disciplinary offenses, such as those that would be disqualifying under CEA Regulation
1.63 shall also be deemed a Disqualified Designee and such disciplinary offenses shall be
deemed a Disqualification Event hereunder, Each Person with the right to designate or
participate in the designation of a director as specified above hereby covenants and agrees (A)
not to designate or participate in the designation of any director designee who, to such Person’s
knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that
any individual previously designated by any such Person is or has become a Disqualified
Designee, such Person shall as promptly as practicable take such actions as are necessary to
remove such Disqualified Designee from the Board and designate a replacement designee who is
not a Disqualified Designee.

@ For purposes of this Agreement, an individual, firm, corporation,
partnership, association, limited liability company, trust or any other entity (collectively, a
“Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls,
is controlled by or is under common control with such Person, including, without limitation, any
general partner, managing member, officer or director of such Person or any venture capital fund
or similar investment vehicle now or hereafter existing that is controlled by or under common
control or common investment management with one or more general partners or managing
members of, or shares the same management company with, such Person.

@ A “Public Director” is a director that is found by the Board, on the
record, to have no material relationship with the Company. A “material relationship” is one that
reasonably could affect the independent judgment or decision-making of the director. In
addition, a director is considered to have a “material relationship” with the Company if any of
the following exists, which disqualifying circumstances shall be subject to a one (1) year look
back:



(B)For’so long as» PEAK6~ VENTURES LLC- or- its- Affiliates
(“PEAK6”) continues to hold any Shares, one (1) director designated by PEAK6
as the PEAK6 Director (the “PEAK6 Director”), which individual shall initially
be George Ruhana; and

(C) For so long as TCV VIII, L.P. or its Affiliates (“TCV”) continues

stock dividends, recapitalizations or the like), one (1) director designated by TCV
as the TCV Director (the “TCV Director”), which individual shall initially be
Matthew Gelber.

(D) For so long as each of tastytrade and PEAK6 continue to hold any
Shares, one (1) or more directors that are not otherwise affiliated with any of the
Stockholders or their Affiliates and that meet the criteria for a Public Director set
forth below, designated jointly by PEAK6 and tastytrade as the Public Directors
{the “Publie Directors”), which individual(s) shall initially be designated at such
time as tastytrade and PEAK6 shall agree.

(b) No director elected pursuant to Section 1.2(a)(ii) may be removed from
office other than for cause unless such removal is directed or approved by the affirmative vote of
the Person entitled under Section 1.2(a)(ii) to designate such director or the Person originally
entitled to designate or approve such director pursuant to Section 1.2(a)(ii) is no longer so
entitled to designate or approve such director. Any vote taken to fill any vacancy created by the
resignation, removal or death of a director elected pursuant to Section 1.2(a)(ii) shall also be
subject to the provisions of Section 1.2(a)(ii) Upon the request of any party entitled to designate
a director as provided in Section 1.2(a)(ii) to remove such director, each Stockholder agrees to
vote its respective Shares for the removal of such director.

(©) The Company shail cause ihe board of directors of each subsidiary of the
Company to be comprised of the tastytrade Directors, the PEAK6 Director, the TCV Director
and, to the extent required by CFTC (as defined below) regulations, the Public Directors;
provided that at such time as Public Directors are required by CFTC regulations, at least thirty-
five percent (35%) of the directors shall meet the criteria for a Public Director as set forth below.
One of the tastytrade Directors, and each of the PEAK6 Director and the TCV Director shall be
entitled, at their respective discretion, to serve on any committee of the Board and any committee
of the board of directors of each subsidiary of the Company, except that the Public Directors (as
defined below) shall comprise (i) at least thirty-five percent (35%) of the executive committee or
any similar committees and (fi) one hundred percent (100%) of a standing Regulatory Oversight
Committee, which shall assist the Company in minimizing actual and potential conflicts of
interest and shall oversee the Company’s regulatory program on behalf of the Board.

(@) In the absence of any designation from the Persons or groups with the
right to designate a director as specified above, the director previously designated by them and
then serving shall be reelected if still eligible to serve as provided herein.

(©) The Company agrees, at the request of any party entitled to designate
directors, to call a special meeting of stockholders for the purpose of electing directors.

ciccecccetachaldamy-sharescofcapitel-stock.-of tastytrade.(as-adiusted for-any-stocl Spud amccssers



EXHIBIT A
LIST OF STOCKHOLDERS

Chicago, IL 60607
Attn: Kristi Ross
krisit@tastytrade.com

PEAK6 VENTURES LLC

141 West Jackson Blvd., Suite 500
Chicago, IL 60604

Attn: Jay Coppoletta
jcoppoletta@peak6.com

Exhibit A to
Voting Agreement