Exhibit 10.11


 


UNCOMMITTED AND REVOLVING
CREDIT LINE AGREEMENT


 


UNCOMMITTED AND REVOLVING
CREDIT LINE AGREEMENT dated as of August 11, 2014 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation having
its offices at 277 Park Avenue, New York, NY 10172 (the “BANK”) and TRADESTATION GROUP, INC., a corporation organized
under the laws of Florida, having its offices at 8050 SW 10th Street, Suite 2000, Plantation, FL 33324 (the “BORROWER”).
The parties hereto hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


SECTION 1.01.   DEFINED TERMS. As
used in this AGREEMENT, the following terms have the following meanings (terms defined in the singular to have the same meaning when used
in the plural and vice versa):


 


“AGREEMENT”
means this UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT, together with all exhibits and schedules hereto, as the same may be supplemented,
modified, amended, restated or replaced from time to time in the manner provided herein.


 


“APPLICABLE INTEREST
RATE” means, with respect to each LOAN, the interest rate per annum quoted by the BANK and agreed to by the BORROWER at the
time of making such LOAN.


 


“BUSINESS DAY”
means any day other than a Saturday or Sunday and on which commercial banks are not authorized or required to close in New York, New York.


 


“CHANGE OF CONTROL”
will occur if the PARENT ceases to directly own 100% of the issued and outstanding voting stock of the BORROWER, free and clear of liens
or encumbrances.


 


“CREDIT LINE”
means a discretionary and uncommitted line of credit which the BANK establishes for the BORROWER pursuant to SECTION 2.01 hereof
up to the amount referred to therein but which may be terminated in whole or reduced in part pursuant to SECTION 2.02 hereof. This
CREDIT LINE shall not be construed as the commitment of the BANK to make any LOAN or extension of credit.


 


“DEFAULT”
means any of the events specified in SECTION 7.01 hereof, whether or not any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.


 


“DOLLARS”,
 “U.S. DOLLARS”, “US$”, or “$” means the lawful currency of the United States of America.


 


“EVENT OF DEFAULT”
means any of the events specified in SECTION 7.01.


 


“GAAP” means
generally accepted accounting principles as in effect from time to time, including, without limitation, applicable statements, bulletins
and interpretations issued by the Financial Accounting Standards Board and bulletins, opinions, interpretations and statements issued
by the American Institute of Certified Public Accountants or its committees.


 


“GOVERNMENTAL AUTHORITY”
means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.


 


“LAST DRAWDOWN DATE”
means August 11, 2015.


 


“LETTER OF
GUARANTEE” means the letter of guarantee executed by the PARENT and required to be delivered by the BORROWER to the BANK
pursuant to SECTION 3.01 hereof, together with all exhibits and schedules thereto, as the same may be supplemented, modified,
amended, restated or replaced from time to time in the manner provided therein.


 






    


    


    

 


“LIEN” means
any mortgage, deed of trust, pledge, security interest, assignment, deposit arrangement, charge or encumbrance, lien (statutory or other),
or other preferential arrangement (including any conditional sale or other title retention agreement, any financing lease having substantially
the same economic effect as any of the foregoing or any agreement to give any security interest).


 


“LOANS” shall
have the meaning assigned to such term in SECTION 2.01.


 


“LOAN DOCUMENTS”
means this AGREEMENT, the NOTE, the LETTER OF GUARANTEE, and any other instrument, agreement, or other document executed and delivered
in connection with any of the foregoing or supporting, securing or otherwise relating to the LOANS, in each case as amended, amended and
restated, supplemented or otherwise modified from time to time.


 


“MARGIN STOCK REGULATIONS”
means Regulation T, U and/or X of the Board of Governors of the Federal Reserve System, as applicable, and the rules and regulations
promulgated thereunder, as the same may be supplemented, modified, amended, restated or replaced from time to time, or any corresponding
or succeeding provisions of applicable law.


 


“MATERIAL ADVERSE
CHANGE” means any material adverse change in (a) the business, results of operations, assets, liabilities, or financial condition
of the BORROWER, the PARENT, or any of the foregoing and its subsidiaries taken as one enterprise; (b) the legality, validity, binding
effect or enforceability of any LOAN DOCUMENT; or (c)the ability of the BORROWER or the PARENT to perform its obligations under any LOAN
DOCUMENT to which it is a party, as determined from the perspective of a reasonable person in the BANK’S position.


 


“NET WORTH”
means the assets minus the liabilities of the BORROWER, each as computed in accordance with GAAP.


 


“NOTE” has
the meaning assigned to such term in SECTION 2.05.


 


“PARENT” means
Monex Group, Inc., a corporation organized under the laws of Japan.


 


“PROPERTY”
means all types of real or personal property, including without limitation, tangible, intangible or mixed property.


 


ARTICLE II


AMOUNT AND TERMS
OF LOANS


 


SECTION 2.01.   REVOLVING CREDIT.
The BANK may, upon request from the BORROWER, in the BANK’S sole and absolute discretion upon the terms and subject to the conditions
hereinafter set forth, make one or more loans (the “LOANS”) to the BORROWER from time to time during the period commencing
on the date of this AGREEMENT and ending on (and including) the LAST DRAWDOWN DATE in an aggregate principal amount not to exceed at any
time outstanding FIFTY MILLION DOLLARS (US$50,000,000.00), provided that such amount may be reduced pursuant to SECTION 2.02
hereof (the “CREDIT LINE”). LOANS may have a maturity of from one (1) day to six (6) months from the date of borrowing,
as requested by the BORROWER in accordance with SECTION 2.03 and agreed to by the BANK. Subject to the terms and conditions hereof,
the BORROWER may borrow, repay in whole or in part, and reborrow on a revolving basis, up to the amount of the CREDIT LINE. The availability
of the CREDIT LINE hereunder shall not be construed as the commitment of the BANK to make any LOAN.


 


SECTION 2.02.   REDUCTION AND TERMINATION
OF CREDIT LINE. The BANK shall have the unrestricted right in its sole and absolute discretion, upon notice to the BORROWER, to immediately
terminate in whole or reduce in part the unused portion of the CREDIT LINE.


 






    -2-


    


    

 


SECTION 2.03.   NOTICE AND MANNER OF
BORROWING. Not later than 2:00 p.m., New York time on the requested disbursement date, the BORROWER shall give the BANK telephonic
application for each LOAN under this AGREEMENT to the BANK’S CBDA 1 Loan Services Department (or such other contact as the BANK
may inform the BORROWER from time to time), which may or may not be accepted by the BANK, specifying (i) the disbursement date; (ii) the
principal amount; and (iii) the maturity date. The BANK will send written confirmation of the LOAN to the BORROWER at the fax number
listed in SECTION 8.06 hereof. The BORROWER will acknowledge the information shown in the confirmation by promptly returning it to
the BANK’s New York Branch by fax at (212) 224-4537. Not later than 4:00 p.m., New York time, on the disbursement date of the LOAN
and upon fulfillment of the applicable conditions set forth in ARTICLE III hereof, the BANK will, subject to its sole and absolute
discretion and subject to the provisions of SECTION 2.01 hereof, make the LOAN available to the BORROWER in immediately available
funds by crediting the amount thereof to the BORROWER’s with the BANK. All notices given under this SECTION 2.03 shall be irrevocable.
The failure to give any confirmation referred to herein shall not release or diminish any of the BORROWER’s obligations hereunder.


 


SECTION 2.04.   INTEREST.


 


(a)            The
BORROWER agrees to pay interest to the BANK on the outstanding and unpaid principal amount of each LOAN at the APPLICABLE INTEREST RATE.
Interest will be calculated on the basis of a year of 360 days for the actual number of days elapsed. Interest shall be paid in immediately
available funds on the maturity of each LOAN.


 


(b)            To
the extent permitted by applicable law, any amount of principal of any LOAN and interest thereon which is not paid when due, whether at
stated maturity, by acceleration or otherwise, shall bear interest, payable on demand, at an interest rate per annum equal to 2% per
annum above the rate of interest announced by the New York Branch of Sumitomo Mitsui Banking Corporation from time to time as the
BANK’S prime rate until paid in full.


 


SECTION 2.05.       NOTE. As additional
evidence of the BORROWER’s payment obligations hereunder, the BORROWER shall execute and deliver to the BANK pursuant to SECTION 3.01(1) a
single grid promissory note (the “NOTE”), substantially in the form of EXHIBIT “A” attached hereto,
setting forth the CREDIT LINE as the maximum principal amount thereof and dated as of the date of this AGREEMENT, and made payable to
the BANK. The BORROWER hereby authorizes the BANK to record on a schedule attached to the NOTE (or any similar form designated by the
BANK in its sole and absolute discretion from time to time, which may be maintained in its internal records and shown on a computer printout)
the principal amount, APPLICABLE INTEREST RATE, maturity date and other terms relevant to each LOAN, and any such recordation shall be
prima facie evidence of the accuracy of the information so recorded; provided that the BANK’s failure so to record shall
not limit or otherwise affect the obligations of the BORROWER hereunder and under the NOTE to repay the principal of and interest on the
LOANS.


 


SECTION 2.06.   FUNDING LOSS. INDEMNIFICATION;
CAPITAL ADEQUACY AND OTHER CHARGES AND COSTS.


 


(a)            The
BORROWER hereby agrees to indemnify and hold the BANK free and harmless from all losses, costs and expenses which the BANK may incur,
to the extent not mitigated by the redeployment of deposits or other funds, as a result of (i) a default by the BORROWER in payment
when due of the principal of or interest on a LOAN, (ii) the BORROWER’s failure (other than due solely to a failure attributable
to a default by the BANK) to make a borrowing or continuation with respect to a LOAN after making a request therefor, (iii) a prepayment
(whether mandatory or otherwise, including but not limited to, acceleration pursuant to ARTICLE VII hereof) of any LOAN before a
scheduled payment date for interest or principal, or (iv) any DEFAULT or EVENT OF DEFAULT by the BORROWER under this AGREEMENT or
any demand by the BANK for payment of any LOAN permitted hereunder or under the NOTE.


 


(b)            If
the BANK determines at any time that any applicable law or governmental rule, regulation, guideline or order concerning capital
adequacy, reserves or similar requirements, or any change in interpretation or administration thereof by any GOVERNMENTAL AUTHORITY
will have the effect of increasing the cost to the BANK or the amount of capital required or expected to be maintained by the BANK
as a result of the making or continuance of the LOANS, then the BORROWER agrees to pay to the BANK, upon its written demand
therefor, such additional amounts as shall be required to compensate the BANK for such increased costs. The BANK, upon determining
that any additional amounts will be payable to the BANK pursuant to this paragraph, will give prompt written notice thereof to the
BORROWER, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to
give any such notice shall not release or diminish the obligations of the BORROWER to pay additional amounts pursuant to this
paragraph.


 






    -3-


    


    

 


(c)            If
any present or future applicable law, rule or regulation or any change therein or in the interpretation or administration thereof
by any GOVERNMENTAL AUTHORITY charged with the interpretation or administration thereof or compliance by BANK with any request or directive
of any such GOVERNMENTAL AUTHORITY, whether or not having the force of law, results in an increase of the cost to the BANK of making,
renewing or maintaining any LOAN, or reduce the amount of any sum receivable by the BANK under any LOAN, in the reasonable judgment of
the BANK, then, upon demand by the BANK, the BORROWER agrees to pay to the BANK such additional amount or amounts as would compensate
the BANK for such increased cost or reduction. The BANK’S computation of such amount or amounts shall be binding on the BORROWER
absent manifest error.


 


SECTION 2.07.   METHOD OF PAYMENT.
The BORROWER shall make each payment of principal of and interest on the LOANS, in lawful money of the United States in immediately available
funds, not later than 3:00 p.m. (New York time) on the date when such payment is due, to the BANK’s account at Citibank
N.A. New York, ABA No. 021000089, for the account of Sumitomo Mitsui Banking Corporation, account no. 36023837 (CBDA-1 Loan Services
Department, re: TradeStation Group, Inc.), or to such other location or in such other manner as the BANK may notify the BORROWER
in writing. The BORROWER hereby authorizes the BANK to charge from time to time against BORROWER’s account #325234, or any
other account of the BORROWER with the BANK, any amounts due hereunder or under the NOTE. The BORROWER may, with the BANK’S prior
consent, and on not less than five days’ notice, prepay the principal and interest of any LOAN in whole or in part, but only on
condition that the prepayment is accompanied by payment of any and all additional costs, as determined by the BANK, that the BANK may
incur as a result of such prepayment, including, without limitation, the breaking of any deposit, the redeployment of funds released by
any prepayment, the termination of any swap or hedging contract, or otherwise.


 


SECTION 2.08.   PAYMENTS ON NON-BUSINESS
DAYS. Whenever payment shall fall due on a day which is not a BUSINESS DAY, payment shall be made on the next succeeding BUSINESS
DAY, unless such BUSINESS DAY falls in the following calendar month, in which case payment shall be due on the next preceding BUSINESS
DAY.


 


SECTION 2.09.   USE OF PROCEEDS.
The BORROWER will not use any part of the LOANS to purchase or carry any margin stock (as defined in any applicable MARGIN STOCK REGULATIONS),
to extend credit to any other person for the purpose of purchasing or carrying any margin stock or in any way or for any purpose that
otherwise violates or is inconsistent with any applicable MARGIN STOCK REGULATIONS.


 


SECTION 2.10.   SECURITY INTEREST.


 


(a)            Upon
the determination by the BANK in its reasonable discretion that collateral, additional collateral, a guarantee or an additional guarantee
is necessary to preserve the BANK’s rights as against the LOANS, the BORROWER shall upon demand furnish to the BANK such collateral
or additional collateral or such guarantee or additional guarantees as may be required by the BANK.


 


(b)            Any
collateral (excepting any real property, unless otherwise agreed to by the BANK) which has been or shall be furnished to the BANK by the
BORROWER as collateral for LOANS shall constitute collateral that covers and secures not only such LOANS, but also any and all other obligations
which the BORROWER owes, or in the future may owe, the BANK.


 






    -4-


    


    

 


ARTICLE III


CONDITIONS PRECEDENT


 


SECTION 3.01.   CONDITIONS PRECEDENT
TO INITIAL AND ALL LOANS. The BANK may in its sole and absolute discretion make LOANS available to the BORROWER, subject to the conditions
precedent that, on or before the day of the initial LOAN, the BANK shall have received all of the following, each of which shall be in
form and substance satisfactory to the BANK:


 


(1)            AGREEMENT
AND NOTE. This AGREEMENT and the NOTE, each duly executed by the BORROWER;


 


(2)            EVIDENCE
OF ALL CORPORATE ACTION BY THE BORROWER. Certified copies of the unanimous written consent of the Board of Directors of the BORROWER
or a certified copy of the resolutions duly adopted by the Board of Directors authorizing the execution, delivery and performance of this
AGREEMENT, the NOTE, and any other documents to be delivered pursuant to this AGREEMENT;


 


(3)            INCUMBENCY
AND SIGNATURE CERTIFICATE OF THE BORROWER. A certificate of the President or Vice President (or other appropriate officer) of the
BORROWER certifying the names and true signatures of the officers of the BORROWER authorized, pursuant to the Board of Directors1
resolutions referred to in paragraph (2) above, to sign this AGREEMENT, the NOTE, and any other documents to be delivered by the
BORROWER pursuant to this AGREEMENT;


 


(4)            LETTER
OF GUARANTEE. The LETTER OF GUARANTEE duly executed by the PARENT; and


 


(5)            EVIDENCE
OF ALL CORPORATE ACTION AND AUTHORIZATION AND EXECUTION BY THE PARENT. Certified copies of all corporate or other organizational action
taken by the PARENT, including resolutions of its Board of Directors or other governing body, authorizing the execution, delivery and
performance of the LETTER OF GUARANTEE.


 


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES


 


The BORROWER hereby represents
and warrants to BANK as follows at each time it makes an application for a LOAN:


 


SECTION 4.01.   DUE INCORPORATION: GOOD
STANDING. The BORROWER is a corporation, duly organized and validly existing under the laws of the state of its incorporation, and
is properly licensed and in good standing in, and where necessary to maintain the BORROWER’s rights and privileges, has complied
with the fictitious name statute of, every jurisdiction in which the BORROWER is doing business.


 


SECTION 4.02.   CORPORATE POWER: AUTHORIZATION.
The execution and delivery of this AGREEMENT, the NOTE and each other LOAN DOCUMENT to which it is a party and the performance of its
obligations hereunder and thereunder are within the BORROWER’s corporate powers, have been duly authorized, and will not contravene
or conflict with its charter or by-laws (or such other organizational and governing documents as may be applicable) or any agreement,
instrument or document to which the BORROWER is a party or by which the BORROWER or any of its PROPERTY is bound or affected.


 


SECTION 4.03.   GOVERNMENT ACTION.
No approval, consent, exemption or other action by, or notice to or filing with, any GOVERNMENTAL AUTHORITY is necessary in connection
with the execution, delivery, performance or enforcement of this AGREEMENT, the NOTE or any other LOAN DOCUMENT, except as may have been
obtained and certified copies of which have been delivered to BANK.


 


SECTION 4.04.   NO LEGAL BAR.
There is no law, rule or regulation, nor is there any judgment, decree or order of any court or GOVERNMENTAL AUTHORITY binding
on the BORROWER which would be contravened by the execution, delivery, performance or enforcement of this AGREEMENT, the NOTE or any
other LOAN DOCUMENT.


 






    -5-


    


    

 


SECTION 4.05.   ENFORCEABLE OBLIGATION.
This AGREEMENT is a legal, valid and binding agreement of the BORROWER, enforceable against the BORROWER in accordance with its terms,
and the NOTE and each other LOAN DOCUMENT to which the BORROWER is a party, when executed and delivered (and as endorsed from time to
time), will be similarly legal, valid, binding and enforceable.


 


SECTION 4.06.   LITIGATION. Except
as previously disclosed to the BANK in writing, there are no legal actions or other proceedings pending or, to the best of the BORROWER’s
knowledge, threatened against the BORROWER which, individually or in the aggregate, would reasonably be expected to result in a MATERIAL
ADVERSE CHANGE. There are no outstanding and unsatisfied final judgments or decrees against the BORROWER for money damages, fines, or
penalties which, individually or in the aggregate, would result in a MATERIAL ADVERSE CHANGE.


 


SECTION 4.07.   NO DEFAULT. No event
has occurred and is continuing or would result from the incurring of obligations by the BORROWER under this AGREEMENT, the NOTE or any
other LOAN DOCUMENT which is a default under any agreement or document to which the BORROWER is a party or which, with the passing of
time or giving of notice or both, would become a default under any such document.


 


SECTION 4.08.   NO CONFLICTING AGREEMENTS.
Except as disclosed in writing by the BORROWER to the BANK prior to the date hereof, the BORROWER is not in default under any agreement
to which it is a party or by which it or any of its PROPERTY is bound the effect of which, individually or in the aggregate, would reasonably
be expected to result in a MATERIAL ADVERSE CHANGE.


 


SECTION 4.09.   TAXES. The BORROWER
has filed or caused to be filed all tax returns required to be filed, and has paid, or has made adequate provision for the payment of,
all taxes shown to be due and payable on said returns or in any assessments made against it, and no tax liens have been filed and no claims
are being asserted with respect to such taxes which are required to be reflected in the financial statements of the BORROWER and are not
so reflected therein.


 


SECTION 4.10.   COMPLIANCE WITH APPLICABLE
LAWS. Except as previously disclosed to the BANK in writing, (a) the BORROWER is not in violation of any judgment, order, writ,
injunction, decree or decision of any GOVERNMENTAL AUTHORITY, which violation, individually or in the aggregate, would reasonably be expected
to result in a MATERIAL ADVERSE CHANGE; and (b) the BORROWER is complying with all applicable statutes and regulations, including
occupational, safety and health and other labor laws and environmental laws, of all GOVERNMENTAL AUTHORITIES, a violation of which, individually
or in the aggregate, would reasonably be expected to result in a MATERIAL ADVERSE CHANGE.


 


SECTION
4.11.   NO MISREPRESENTATION. Neither this AGREEMENT, nor any other LOAN DOCUMENT, nor
any certificate, notice, report, financial statement or document furnished to date or to be furnished by the BORROWER in connection with
the transactions contemplated hereby contains or will contain a misrepresentation or misstatement of material fact, or omits or will
omit to state a material fact required to be stated in order to make the statements herein or therein contained (taken as a whole) not
misleading in the light of the circumstances under which made.


 


SECTION 4.12.   RANKING OF LOAN: LIENS.
The obligations and liabilities of the BORROWER under this AGREEMENT and the NOTE are unconditional and general obligations of the BORROWER
and rank at least pari passu with all other present or future unsecured and unsubordinated indebtedness of the BORROWER.


 






    -6-


    


    

 


ARTICLE V


AFFIRMATIVE COVENANTS


 


So long as any indebtedness
or obligation remains unpaid or outstanding hereunder, the BORROWER will:


 


SECTION 5.01.   FINANCIAL AND OTHER
INFORMATION. Deliver to the BANK such information respecting the business, properties, condition or operation, financial or otherwise,
of the BORROWER as the BANK may from time to time reasonably request, including:


 


(a)            as
soon as available and in any event within 150 days after the end of each fiscal year of the BORROWER, its internally-prepared annual financial
statements, which shall include at least its balance sheet as of the end of such year and income statement and for such year, setting
forth in comparative form the figures for the previous fiscal year, presenting fairly in all material respects the financial condition
and results of operations of the BORROWER in accordance with GAAP consistently applied; and


 


(b)            if
available, as soon as available and in any event within 90 days after the end of the first semiannual reporting period of each fiscal
year of the BORROWER, its semiannual financial statements, which shall include at least its balance sheet as of the end of such period
and income statement and for such period, setting forth in comparative form the figures for the corresponding period of the previous fiscal
year, presenting fairly in all material respects the financial condition and results of operations of the BORROWER in accordance with
GAAP consistently applied (except as differences from GAAP shall have been disclosed to, and approved by, the BANK), subject to normal
year-end adjustments and the absence of footnotes.


 


SECTION 5.02.   NOTICE. Promptly
notify the BANK in writing of:


 


(1)            all
litigation affecting the BORROWER or the PARENT as a defendant where the amount claimed in a single litigation action is in excess of
$100,000 or when the aggregate amount claimed in all litigation actions is in excess of $500,000;


 


(2)            any
substantial dispute between the BORROWER or the PARENT and any GOVERNMENTAL AUTHORITY;


 


(3)            any
DEFAULT or any event of default under any document to which the BORROWER is a party; and


 


(4)            any
other matters which, individually or in the aggregate, have resulted or would reasonably be expected to result in a MATERIAL ADVERSE CHANGE.


 


SECTION 5.03.   PAYMENT OF OBLIGATIONS.
Pay all obligations, including taxes, when due, except such as may be contested in good faith by appropriate proceedings and for which
the BORROWER has established reserves on its books which are reasonable and adequate.


 


SECTION 5.04.   COMPLIANCE WITH LEGAL
REQUIREMENTS. At all times comply with all laws, rules, regulations, orders and directions of any GOVERNMENTAL AUTHORITY having jurisdiction
over it or its business.


 


SECTION 5.05.   MAINTAIN EXISTENCE;
PROPERTY. Maintain and preserve (i) its existence as a legal entity and all rights, privileges and franchises now enjoyed; and
(ii) all of its PROPERTIES that are used or useful in the conduct of its business in good working order and condition, ordinary wear
and tear excepted.


 


SECTION 5.06.   BOOKS AND RECORDS.
Maintain adequate books, accounts and records, all in accordance with GAAP, and permit employees or agents of BANK, at any reasonable
time and as often as may reasonably be desired, to inspect its PROPERTIES, and to examine or audit its books, accounts and records and
make copies thereof and to discuss the business, operations, PROPERTIES and financial and other conditions of the BORROWER with officers
of the BORROWER.


 


SECTION 5.07.   INSURANCE. To
the extent there exists any real property security interest, maintain and keep in force, on all of its property such insurance as is
normal for the industry in which the BORROWER conducts its business and is satisfactory to BANK as to amount, nature and carrier,
covering fire damage (including use and occupancy), public liability, product liability, property damage and workers’
compensation, and deliver to BANK upon request a schedule certified to be correct by a responsible officer of the BORROWER setting
forth all insurance in force as of the date of such schedule.


 






    -7-


    


    

 


SECTION 5.08.   FURTHER ASSURANCES.
The BORROWER will from time to time perform any and all acts and execute any and all additional document as may be reasonably requested
by BANK to give effect to the purposes of this AGREEMENT, the NOTE, and the other LOAN DOCUMENTS, if any,


 


ARTICLE VI


NEGATIVE COVENANTS


 


So long as any indebtedness
or obligation remains unpaid or outstanding hereunder, the BORROWER hereby agrees as follows:


 


SECTION 6.01.   LIMITATIONS ON FUNDAMENTAL
CHANGES. The BORROWER will not consummate any transaction of merger or consolidation, reorganize, spin-off, liquidate, dissolve or
wind up (or suffer any reorganization, liquidation, dissolution or winding up) or convey, sell, lease, license or otherwise dispose of,
in one or a series of related transactions, all or substantially all of the PROPERTY, assets or business of the BORROWER.


 


SECTION 6.02.   NEGATIVE PLEDGE.
The BORROWER will not create, incur, assume or suffer to exist any LIEN upon or with respect to any of its PROPERTY, whether now owned
or hereafter acquired, other than:


 


(a)            LIENS
imposed by any GOVERNMENTAL AUTHORITY for taxes, assessments or charges not yet due or which are being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the BORROWER in accordance with GAAP;


 


(b)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business
which are not overdue for a period of more than thirty days or which are being contested in good faith and by appropriate proceedings;


 


(c)            pledges
or deposits under worker’s compensation, unemployment insurance and other social security legislation;


 


(d)            deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(e)            easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of
zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate,
are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the BORROWER;


 


(f)             LIENS
upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the BORROWER, each
of which LIENS either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof,
or (B) was created solely for the purpose of securing indebtedness representing, or incurred to finance, refinance or refund, the
cost (including the cost of construction) of the respective property; provided that no such LIEN shall extend to or cover any property
of the BORROWER other than the respective property so acquired and improvements thereon; and provided, further that the principal amount
of indebtedness secured by any such LIEN shall at no time exceed 100% of the fair market value (as determined in good faith by a senior
financial officer of the BORROWER) of the respective property at the time it was acquired (by purchase, construction or otherwise);


 


(g)            LIENS
existing and disclosed to the BANK in writing prior to the date hereof;


 






    -8-


    


    

 


(h)            any
extension, renewal or replacement of the foregoing, provided, however, that no LIEN permitted hereunder shall be spread to cover
any additional indebtedness or property (other than a substitution of like property); and


 


(i)             LIENS
granted to the BANK at any time, including modifications, extensions, renewals or replacements thereof.


 


SECTION 6.03.   NET WORTH. The BORROWER
will not permit or suffer NET WORTH to be less than US$0.00 as of any time of determination.


 


ARTICLE VII


EVENTS OF DEFAULT


 


SECTION 7.01.   EVENTS OF DEFAULT.
The occurrence of any of the following events shall constitute an EVENT OF DEFAULT under this AGREEMENT and the NOTE:


 


(1)            The
BORROWER shall fail to pay any principal payable under this AGREEMENT the NOTE as and when due, whether at maturity, on demand, upon acceleration
or otherwise; or


 


(2)            The
BORROWER shall fail to pay any amount of interest, fees, expenses, indemnity payments or any other amount payable under this AGREEMENT,
the NOTE, or any other LOAN DOCUMENT within ten (10) days of the date when such amounts are due, whether at maturity, on a specified
date, on demand, upon acceleration or otherwise; or


 


(3)            Any
representation or warranty made in this AGREEMENT or any other LOAN DOCUMENT or in connection with this AGREEMENT or the credit extensions
hereunder, or any material statement or representation made in any report, financial statement, certificate or other document furnished
by the BORROWER to the BANK under or in connection with this AGREEMENT, shall prove to have been false or misleading in any material respect
when made (or deemed made) or delivered; or


 


(4)            The
BORROWER or the PARENT shall (i) fail to pay its debts generally as they come due, (ii) conceal, remove or transfer any of its
PROPERTY in violation or evasion of any bankruptcy, fraudulent conveyance or similar law, (iii) make a general assignment for the
benefit of its creditors, (iv) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator,
liquidator or similar official for itself or any of its PROPERTY, (v) file any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors, (vi) be adjudicated
a bankrupt or insolvent or (vii) take any action for the purpose of effecting any of the foregoing; or


 


(5)            An
involuntary petition shall be filed under any bankruptcy, reorganization, insolvency, moratorium or similar statute against the BORROWER
or the PARENT or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) shall be appointed
to take possession, custody or control of any PROPERTY of the BORROWER or the PARENT unless such petition or appointment is set aside
or withdrawn or ceases to be in effect within 30 days from the date of said filing or appointment; or


 


(6)            Any
judgment or order for the payment of money in excess of $50,000 is rendered against the BORROWER or the PARENT and such judgment or order
is not satisfied, and either (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) there
is any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, is not in effect; or


 


(7)            All,
or such as in the opinion of BANK constitutes substantially all, of the PROPERTIES of the BORROWER or the PARENT shall be condemned, seized
or appropriated; or


 


(8)            The
BORROWER shall fail to observe or perform any covenant, condition or agreement contained in (i) SECTION 5.02(3),
SECTION 5.05(i), or ARTICLE VI; or (ii) any other provision of this AGREEMENT or the NOTE (and not described in
SECTIONS 7.01(1) or (2)) and such failure shall not be remediable or, if remediable, shall continue unremedied for a period of
30 days after the earlier of (x) the date the BORROWER becomes aware thereof or (y) the date the BANK gives notice to the
BORROWER with respect thereto; or


 






    -9-


    


    

 


(9)            The
BORROWER shall be in breach of or default under any term, condition, provision or covenant contained in any agreement to which it is a
party relating to borrowed money; or


 


(10)          The
LETTER OF GUARANTEE or any other document issued in support of the obligations of the BORROWER to the BANK, or any replacement of any
of the foregoing, shall expire without renewal, be disclaimed or disavowed, or, in the case of a guarantee, shall cease to be the valid,
binding and enforceable obligation of the guarantor thereunder; or


 


(11)          A
CHANGE OF CONTROL shall occur without the prior written consent of the BANK; or


 


(12)          Any
one or more events shall occur or conditions exist that, individually or in the aggregate, has resulted in or would reasonably be expected
to result in a MATERIAL ADVERSE CHANGE.


 


SECTION 7.02.   REMEDIES. Upon the
occurrence of any EVENT OF DEFAULT, BANK may in its sole and absolute discretion declare the LOANS (with accrued interest thereon) and
all other amounts owing under this AGREEMENT and/or the NOTE to be due and payable forthwith whereupon the same will immediately become
due and payable (except that in the case of an EVENT OF DEFAULT under 7.01(4) or 7.01(5) above, such acceleration shall be automatic),
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein
or in any LOAN DOCUMENT to the contrary notwithstanding. The foregoing remedies are in addition to any and all other remedies available
to BANK under this AGREEMENT, the NOTE or any other LOAN DOCUMENT, at law, or in equity. The BORROWER hereby agrees to indemnify the BANK
and save the BANK harmless from and against any and all costs, losses or expenses incurred by the BANK as a result of the occurrence of
an EVENT OF DEFAULT or the repayment of any amount hereunder or under the NOTE other than on the date or dates originally due (including
without limitation such as are incurred in connection with the reemployment or liquidation of funds acquired from third parties by the
BANK in order to maintain any amount theretofore outstanding hereunder or under the NOTE, the termination of any hedging contract or swap
or other arrangement relating to the funding of the LOANS).


 


ARTICLE VIII


MISCELLANEOUS


 


SECTION 8.01.   INDEMNITY. The BORROWER
hereby agrees to indemnify, defend, reimburse and hold harmless BANK and each of its affiliates, and all the directors, officers, employees,
agents, legal counsel and advisors of BANK (each, an “INDEMNIFIED PARTY”) from and against all claims, actions, proceedings,
suits, damages, losses, liabilities, costs and expenses, including the fees and out-of-pocket expenses of counsel which may be incurred
by or asserted against any INDEMNTFIED PARTY in connection with, or arising out of, or relating to any transaction or proposed transaction
(whether or not consummated), contemplated by this AGREEMENT or any LOAN DOCUMENT.


 


SECTION 8.02.   SUCCESSORS AND ASSIGNS:
ASSIGNMENTS: PARTICIPATIONS. This AGREEMENT shall be binding upon and inure to the benefit of the BORROWER and the BANK and their
respective successors and assigns, except that the BORROWER may not assign or transfer any of its rights or obligations under any LOAN
DOCUMENT without the prior written consent of the BANK. The BANK may assign or transfer to any other person all or part of the CREDIT
LINE or the indebtedness of the BORROWER outstanding under this AGREEMENT and/or any LOAN DOCUMENT. The BANK may at any time sell or grant
participations in all or part of the CREDIT LINE.


 






    -10-


    


    

 


SECTION 8.03.   ENTIRE
AGREEMENT. This AGREEMENT and the LOAN DOCUMENTS integrate all the terms and conditions mentioned herein or incidental hereto, and
supersede all oral negotiations and prior writings with respect to the subject matter hereof.


 


SECTION 8.04.   COUNTERPARTS.
This AGREEMENT and any amendments, waivers, consents or supplements may be executed in as many counterparts as may be deemed necessary
or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute but one and the same agreement.


 


SECTION 8.05.   AMENDMENTS, ETC.
No amendment, modification, termination, or waiver of any provision of any LOAN DOCUMENT to which the BORROWER is a party, nor consent
to any departure by the BORROWER from any such provision, shall in any event be effective unless the same shall be in writing and signed
by the BANK, and then such amendment, modification, termination, waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it is given.


 


SECTION 8.06.   NOTICES, ETC.
All notices and other communications provided for under this AGREEMENT shall be in writing, delivered in person, or sent by overnight
courier, first class mail (postage prepaid) or fax to:


 


	If to the BORROWER:	TradeStation Group, Inc.
	 	8050 SW 10th Street,
Suite 2000
	 	Plantation, FL 33324
	 	Attention:	Chief Financial Officer
	 	Telephone:	(954)
652-7085
	 	Fax:	(954) 652-5085




 


	If to the BANK:	Sumitomo Mitsui
Banking Corporation
	 	277 Park Avenue
	 	New York, NY 10172
	 	Attention:	CBDA-1
	 	Telephone:	(212)
224-4000
	 	Fax:	(212)593-9514



 


or at such other address as shall be designated
by either party in a written notice to the other party complying as to delivery with the terms of this SECTION 8.06. All such notices
and communications shall be effective when deposited in the mails or faxed, as applicable, except that notices to the BANK pursuant to
the provisions of ARTICLE II hereof shall be effective when received by the BANK.


 


SECTION 8.07.   NO
WAIVER: REMEDIES. No failure on the part of the BANK to exercise, and no delay in exercising, any right, power, or remedy under any
LOAN DOCUMENT shall operate as waiver thereof; nor shall any single or partial exercise of any right under any LOAN DOCUMENT preclude
any other or further exercise thereof or exercise of any other right. The remedies provided in the LOAN DOCUMENTS are cumulative and not
exclusive of any remedies provided by law.


 


SECTION 8.08.   COSTS.
EXPENSES, AND TAXES. The BORROWER hereby agrees to pay on demand all costs and expenses in connection with the preparation, execution,
delivery, filing, recording, and administration of any of the LOAN DOCUMENTS, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the BANK, and local counsel who may be retained by said counsel, with respect thereto and with respect to advising
the BANK as to its rights and responsibilities under any of the LOAN DOCUMENTS, and all costs and expenses, if any, in connection with
enforcement of any of the LOAN DOCUMENTS, including, without limitation, “work-out,” insolvency or bankruptcy proceedings.
In addition, the BORROWER shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with
the execution, delivery, filing, and recording of any of the LOAN DOCUMENTS and the other documents to be delivered under any of the LOAN
DOCUMENTS, and agrees to save the BANK harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.


 






    -11-


    


    

 


SECTION 8.09.   DEDUCTIONS.
All payments by the BORROWER to the BANK under this AGREEMENT or under the NOTE are to be made net and free of any and all taxes (except
for taxes based upon the overall net income of the BANK), duties, imposts, fees, withholdings or deductions (the “DEDUCTIONS”)
of any nature now or hereafter imposed. If any DEDUCTION is, by law, required to be made from any payment hereunder, then the BORROWER
shall pay to the BANK such additional amount as will result in receipt by the BANK of a net amount equal to the amount the BANK would
have received hereunder had no such DEDUCTION been required. In such event the BORROWER shall, as soon as practical, deliver to the BANK
a receipt issued by the relevant taxing authority evidencing the amount of such DEDUCTION and its payment. If the BORROWER is required
to pay an additional amount on account of any such DEDUCTION, the BORROWER shall have the right, on not less than three BUSINESS DAYS’
prior written notice to the BANK, to repay the applicable LOAN.


 


SECTION 8.10.   RIGHT
OF SET OFF. Upon the occurrence and during the continuance of any EVENT OF DEFAULT the BANK is hereby authorized at any time and from
time to time, without notice to the BORROWER (any such notice being expressly waived by the BORROWER), to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held, and other indebtedness at any time owing by the
BANK to or for the credit or the account of the BORROWER against any and all of the obligations of the BORROWER now or hereafter existing
under the AGREEMENT or the NOTE or any other LOAN DOCUMENT, irrespective of whether or not the BANK shall have made any demand under this
AGREEMENT or such other LOAN DOCUMENT and although such obligations may be unmatured. The BANK agrees promptly to notify the BORROWER
after any such set off and application, provided that the failure to give such notice shall not affect the validity of such set
off and application. The rights of the BANK under this SECTION 8.10 are in addition to other rights and remedies (including, without
limitation, other rights of set off) which the BANK may have.


 


SECTION 8.11.   GOVERNING
LAW: CONSENT TO JURISDICTION. This AGREEMENT and the NOTE shall be governed by and construed in accordance with the laws of the State
of New York. Any legal action or proceedings with respect to this AGREEMENT against the BORROWER may be brought in the courts of the United
States of America or the State of New York as the BANK may elect, and, by execution and delivery of this AGREEMENT, the BORROWER hereby
(i) accepts for itself, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, (ii) irrevocably
agrees to be bound by any judgment of any such court with respect to this AGREEMENT or the NOTE and (iii) irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedings
with respect to this AGREEMENT brought in any court of the United States of America or the State of New York located in the City of New
York, and further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum. In the case of the courts of the United States of America and State of New York the BORROWER hereby agrees to receive
service of process in any legal action or proceedings with respect to this AGREEMENT at its offices set forth in SECTION 8.06. Nothing
herein shall affect the right to serve process in any other manner permitted by the law. The BORROWER hereby agrees that the mailing of
such process to the BORROWER shall be deemed personal service and accepted by the BORROWER for any legal action or proceedings with respect
to this AGREEMENT.


 


SECTION 8.12.   SEVERABILITY
OF PROVISIONS. Any provision of any LOAN DOCUMENT which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such LOAN DOCUMENT
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


SECTION 8.13.   HEADINGS.
ARTICLE and SECTION headings in this AGREEMENT are for the convenience of reference only and shall not constitute a part of
the applicable LOAN DOCUMENTS for any other purpose.


 


SECTION 8.14.   WAIVER
OF JURY TRIAL. THE BANK AND THE BORROWER MUTUALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT.


 


SECTION 8.15.   PATRIOT
ACT. The BANK hereby notifies the BORROWER that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56)
(the “ACT”), it is required to obtain, verify and record information that identifies each borrower, guarantor or grantor (each,
a “LOAN PARTY”), which information includes the name and address of each LOAN
PARTY and other information that will allow the BANK to identify such LOAN PARTY in accordance with the ACT.


 






    -12-


    


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this AGREEMENT to be executed by their respective officers thereunto duly authorized, as of the date first
above written.


 


	 	TRADESTATION GROUP, INC.
	 	 	 
	 	By:	/s/ Edward Codispoti
	 	 	Name: Edward Codispoti
	 	 	Title: Chief Financial Officer
	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION
	 	 	 
	 	By:	/s/ Kosuke Uchida
	 	 	Name: Kosuke Uchida
	 	 	Title: Executive Director


 






    -13-


    


    

 


EXHIBIT “A”


 


UNCOMMITTED AND REVOLVING
CREDIT NOTE


 


	US$50,000,000.00	August 11, 2014



(maximum amount)


 


FOR VALUE RECEIVED, the
undersigned TRADESTATION GROUP, INC. (the “BORROWER”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of SUMITOMO
MITSUI BANKING CORPORATION (the “BANK”), the principal sum of FIFTY MILLION DOLLARS (US$50,000,000.00) or, if less, the aggregate
unpaid principal amount of all LOANS made to the BORROWER pursuant to the LINE AGREEMENT referred to below.


 


The BORROWER further promises
to pay interest on the LOANS outstanding from time to time at the rates, and payable in the manner and at the times, specified in the
LINE AGREEMENT.


 


The BANK shall record
the date and amount of each LOAN made, the APPLICABLE INTEREST RATE, the amount of principal and interest due and payable from time to
time hereunder, each payment thereof, and the resulting unpaid principal balance hereof, on the schedule attached to this NOTE or any
similar form designated by the BANK in its sole and absolute discretion from time to time, and any such recordation shall be prima
facie evidence of the accuracy of the information so recorded; provided that the BANK’S failure so to record shall not
limit or otherwise affect the obligations of the BORROWER hereunder and under the LINE AGREEMENT to repay the principal of and interest
on the LOANS.


 


Both principal and interest
are payable in lawful currency of the United States and in immediately available funds to the BANK at 277 Park Avenue, New York, NY 10172,
or at such other place as may be designated in writing by the holder of this NOTE.


 


This promissory note is
the NOTE referred to in, and is subject to and entitled to the benefits of, the UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated
as of August 11, 2014 between the BORROWER and the BANK (as amended, modified, renewed or extended from time to time, the “LINE
AGREEMENT”). Capitalized terms used herein shall have the respective meanings assigned to them in the LINE AGREEMENT.


 


The LINE AGREEMENT provides,
among other things, for acceleration (which in certain cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived.


 


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


	 	TRADESTATION GROUP, INC.
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    


    


    

 


SCHEDULE TO UNCOMMITTED
AND REVOLVING CREDIT NOTE


 


		BORROWER:	TRADESTATION GROUP, INC.
	 	LINE
AMOUNT:	US$50,000,000.00



 


	 	 	Bank’s	 	 	 	 	 	Applicable	 	Amount of	 	Unpaid	 	 	 
	 	 	Reference	 	Amount of	 	 	 	Interest	 	Principal	 	Balance of	 	Notation	 
	Date	 	Number	 	Loan	 	Due Date	 	Rate	 	Paid	 	Note	 	Made By:	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    


    


    

 


UNCOMMITTED AND REVOLVING
CREDIT NOTE


 


	US$50,000,000.00	August 11, 2014



(maximum amount)


 


FOR VALUE RECEIVED, the
undersigned TRADESTATION GROUP, INC. (the “BORROWER”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of SUMITOMO
MITSUI BANKING CORPORATION (the “BANK”), the principal sum of FIFTY MILLION DOLLARS (US$50,000,000.00) or, if less, the aggregate
unpaid principal amount of all LOANS made to the BORROWER pursuant to the LINE AGREEMENT referred to below.


 


The BORROWER further promises
to pay interest on the LOANS outstanding from time to time at the rates, and payable in the manner and at the times, specified in the
LINE AGREEMENT.


 


The BANK shall record
the date and amount of each LOAN made, the APPLICABLE INTEREST RATE, the amount of principal and interest due and payable from time to
time hereunder, each payment thereof, and the resulting unpaid principal balance hereof, on the schedule attached to this NOTE or any
similar form designated by the BANK in its sole and absolute discretion from time to time, and any such recordation shall be prima
facie evidence of the accuracy of the information so recorded; provided that the BANK’S failure so to record shall not
limit or otherwise affect the obligations of the BORROWER hereunder and under the LINE AGREEMENT to repay the principal of and interest
on the LOANS.


 


Both principal and interest
are payable in lawful currency of the United States and in immediately available funds to the BANK at 277 Park Avenue, New York, NY 10172,
or at such other place as may be designated in writing by the holder of this NOTE.


 


This promissory note is
the NOTE referred to in, and is subject to and entitled to the benefits of, the UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated
as of August 11, 2014 between the BORROWER and the BANK (as amended, modified, renewed or extended from time to time, the “LINE
AGREEMENT”). Capitalized terms used herein shall have the respective meanings assigned to them in the LINE AGREEMENT.


 


The LINE AGREEMENT provides,
among other things, for acceleration (which in certain cases shall be automatic) of the maturity hereof upon the occurrence of certain
stated events, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived.


 


THIS NOTE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


	 	TRADESTATION GROUP, INC.
	 	 
	 	 	 
	 	By:	/s/ Edward Codispoti
	 	 	Name: Edward Codispoti
	 	 	Title: Chief Financial Officer


 






    


    


    

 


SCHEDULE TO UNCOMMITTED
AND REVOLVING CREDIT NOTE


 


		BORROWER:	TRADESTATION GROUP, INC.
	 	LINE
AMOUNT:	US$50,000,000.00



 





	 	 	Bank’s	 	 	 	 	 	Applicable	 	Amount of	 	Unpaid	 	 	 
	 	 	Reference	 	Amount of	 	 	 	Interest	 	Principal	 	Balance of	 	Notation	 
	Date	 	Number	 	Loan	 	Due Date	 	Rate	 	Paid	 	Note	 	Made By: