ICE DATA SERVICES AND SOFTWARE SERVICES AGREEMENT

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ICE DATA SERVICES AND SOFTWARE SERVICES AGREEMENT

This agreement (the "Agreement") sets out the terms under which ICE Data, LP (“ICE”) has agreed to permit the party identified below (the “Subscriber”) to (i) receive the “Data Services”, which are composed of all information and content (including bids, offers, prices and other trading data), and information derived therefrom, distributed or made available by the Exchanges to ICE (collectively, the “Exchange Data”), and (ii) utilize, at the discretion of the Subscriber, certain graphical user interfaces, methods, processes and other related services (collectively, the “Software Services”) which (a) enable and enhance the Data Services provided under this Agreement, and (b) provide the ability to receive and enhance the Exchange Services (defined below) provided by (1) ICE U.S. OTC Commodity Markets, LLC, (2) ICE Futures U.S., Inc., (3) ICE Futures Europe, (4) ICE Futures Canada, Inc., (5) ICE Swap Trade, LLC, (6) Creditex, LLC, (7) Creditex Brokerage, LLP, (8) Creditex Securities Corporation; (9) ICE Futures Singapore Pte. Ltd., and (10) such other exchanges or trading venues that ICE may make available from time to time (individually, an “Exchange”, and collectively, the “Exchanges”). For purposes hereof, the Software Services include, without limitation, the following services: WebICE®, ICE Chat®, ICE Mobile®, ICE Connect® and ICE Options Analytics®. For the avoidance of doubt, no rights are conferred on or granted to Subscriber under this Agreement with respect to the Exchanges or the services provided by a respective Exchange, which include the right to (i) execute transactions on the Exchanges (“Exchange Transactions”), or (ii) receive any other services offered by the Exchanges (the “Other Services”, and together with the execution of Exchange Transactions, the "Exchange Services"). For purposes of clarification, the provision of the Data Services and the Software Services by ICE are distinct from and are not considered part of the Exchange Services, which are provided by the respective Exchanges and governed by such Exchange’s rules, policies and procedures and the relevant agreements entered into between Subscriber and such Exchange, if any.

All capitalized terms used in this Agreement shall have the meanings ascribed to them in this Agreement unless the context otherwise requires.

1) DATA AND SOFTWARE SERVICES. ICE hereby grants Subscriber a exclusive, non-transferable, revocable right to receive the Data Services and utilize the Software Services, in such form as they may exist from time to time, in accordance with the Terms (as defined below).

2) TERMS. This Agreement, taken together with (i) the ICE Service and Pricing Schedules, if any (the “Schedules”) (the current versions of which are posted at https://www.theice.com), and (ii) any Annexes to this Agreement, are collectively referred to herein as the “Terms” and will govern Subscriber’s receipt of the Data Services and use of the Software Services. ICE may amend the Terms at any time by posting amendments on ICE’s website at http://www.theice.com, and any such amendments will be prospectively binding on Subscriber, provided that ICE will provide at least two weeks’ prior notice, through electronic or other direct communication with Subscriber, of any such amendments that are likely to materially and adversely affect Subscriber or its rights or obligations hereunder. Subscriber’s receipt of the Data Services and use of the Software Services after the effective date of any such amendment shall constitute Subscriber’s ratification of and agreement to any such amendment. If ICE elects to require Subscriber to acknowledge and agree to an amendment, such amendment will not become effective until Subscriber has done so in the manner specified by ICE.

3) SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Subscriber hereby represents, warrants and covenants as follows:

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Page 2 of 15 Subscriber shall have no rights to Exchange Data, except as obtained i) pursuant to this Agreement, and ii) in connection with Subscriber's receipt of the Exchange Services, pursuant to the terms of any agreements that the Exchanges may require the Subscriber to enter into in connection with receiving the Exchange Services. Without limitation of the foregoing, Subscriber will utilize the Software Services and the Exchange Data solely for its own internal business activities in accordance with the Terms. In accordance with the foregoing, Subscriber will not provide access to the Software Services or Exchange Data to any third party. Subscriber agrees that it will not copy, modify, reverse engineer, reverse assemble or reverse compile the Software Services and that it will not distribute, rent, sell, retransmit, redistribute, release or license the Software Services, or any part thereof to any third party (other than to its affiliates and agents subject to and in accordance with this Agreement). Subscriber further agrees that it will not, without limitation (other than for its own internal use in accordance with this Agreement), communicate, redistribute, or otherwise furnish, or permit to be communicated, redistributed or otherwise furnished, all or any portion of the Exchange Data, in any format, to any third party or use the Exchange Data in constructing or calculating the value of any index or indexed products. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents maintain sole control and possession of, and sole access to, the Software Services and Exchange Data.

b) Subscriber will comply with the Terms and any and all laws, rules, regulations or orders applicable to Subscriber’s use of the Software Services, Exchange Data and receipt of the Data Services.

c) Subscriber acknowledges and accepts that it shall be solely responsible for any and all costs or expenses associated with its utilization of the Software Services and receipt of the Data Services. Subscriber will, at its own cost and expense, provide all the equipment, operating platforms, software (including web browser), and connectivity needed to use the Software Services and receive the Data Services.

d) Subscriber acknowledges that ICE may, in its sole discretion, with or without cause or prior notice to Subscriber, temporarily or permanently cease to operate the Software Services or Data Services, temporarily or permanently cease to make certain Software Services or Data Services available or suspend, terminate or restrict Subscriber’s utilization of the Software Services or Data Services, in each case as ICE determines is necessary to protect the integrity, operation or functioning of the Software Services or any of the Data Services. Subscriber acknowledges that its utilization of the Software Services and Data Services may be monitored by ICE for its own purposes (including, without limitation, for purposes of maintaining the functional and operational integrity and performance of the Software Services and Data Services, and for purposes of complying with applicable laws and regulations) and not for the benefit of Subscriber.

e) Subscriber has all necessary power and authority to execute and perform this Agreement, and this Agreement is its legal, valid and binding agreement, enforceable against Subscriber in accordance with its terms. Neither the execution of nor performance under this Agreement by Subscriber violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber.

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Page 3 of 15 conduct an on-site audit during regular business hours of Subscriber’s compliance with this Agreement. ICE may inspect, among other things, any use of the Software Services, the Exchange Data and Data Services. ICE’s right of inspection shall extend only as far as may be necessary to ensure compliance by Subscriber with the provisions of this Agreement.

g) Subscriber acknowledges that the Software Services and related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations. Subscriber will (i) comply with all legal requirements established under these controls, (ii) cooperate fully with ICE in any official or unofficial audit or inspection that relates to these controls and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to, or otherwise enter into any transaction or engage in any other activities with, any country, territory or Person restricted or targeted by the economic sanctions or export control laws of the United States, which would be prohibited under the laws or regulations of the United States, any Person that resides or has a place of business in any such country or territory, or any Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. A “Person” shall mean an individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization or other entity.

4) SUBSCRIBER IDs AND PASSWORDS. ICE may, in its sole and absolute discretion, issue to Subscriber, through its employees or ICE-approved third party agents designated as its administrator(s) with respect to Subscriber’s use of the Software Services and Data Services (“Subscriber Administrator”), one or more Subscriber IDs and passwords (collectively, the "Passwords") for use exclusively by employees or ICE -approved third party agents (“Authorized Agents”) of Subscriber or a Subscriber affiliate that are properly authorized to use the Software Services or Data Services on behalf of Subscriber. In no event will Subscriber provide IDs or Passwords to any third parties. The initial Subscriber Administrator(s), are identified on the signature page hereof and Subscriber will notify ICE promptly of any change in its Subscriber Administrator(s).

Subscriber will be solely responsible for controlling and monitoring the use of the Passwords, will provide the Passwords only to its Authorized Agents, and will not provide the Passwords to any third party other than an Authorized Agent. Subscriber will immediately notify ICE of any unauthorized disclosure or use of the Passwords or access to the Software Services or Data Services or of the need to deactivate any Passwords. Subscriber acknowledges and agrees that it will be bound by any actions taken through the use of its Passwords (except through the fault or negligence of ICE), including the use of the Software Services or Data Services, whether or not such actions were authorized. Subscriber will only use the Passwords to use the Software Services or Data Services from the jurisdictions specified by Subscriber and accepted by ICE. The Subscriber Administrator shall be responsible for all communications between ICE and Subscriber and any notices or other communications sent to a Subscriber Administrator by ICE shall be binding on Subscriber.

5) TERM. Except as may otherwise be agreed in writing between ICE and Subscriber, this Agreement, as amended from time to time, will continue in effect unless and until terminated by either party upon 30 days’ written notice to the other. Termination of this Agreement shall terminate the Data Services provided by ICE to Subscriber and Subscriber’s use of the Software Services. Each party's continuing obligations under this Agreement and the Terms, including, without limitation, those relating to "Indemnification" and "Confidentiality", will survive the termination of this Agreement. 6) LIMITATION OF LIABILITY; INDEMNITY.

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Page 4 of 15 NEITHER ICE NOR ITS DIRECTORS, MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO SUBSCRIBER FOR (I) THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SOFTWARE SERVICES, THE DATA SERVICES OR THE EXCHANGE DATA, OR (II) DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. ICE DOES NOT, AND SHALL HAVE NO DUTY OR OBLIGATION TO, VERIFY, MONITOR, CONTROL OR REVIEW ANY INFORMATION AND/OR DATA DISPLAYED VIA THE SOFTWARE SERVICES AND DATA SERVICES, INCLUDING EXCHANGE DATA. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT (1) IT IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, TIMELINESS, AND COMPLETENESS OF ANY AND ALL INFORMATION AND/OR DATA POSTED TO THE EXCHANGE VIA THE SOFTWARE SERVICES OR VIA THE DATA SERVICES AND (2) IT HAS DETERMINED BASED ON ITS OWN EVALUATION THAT THE DATA SERVICES, THE SOFTWARE SERVICES AND THIS AGREEMENT ARE SUITABLE FOR AND SATISFACTORY TO SUBSCRIBER AND SUBSCRIBER HAS NOT RELIED ON ANY STATEMENT, REPRESENTATION OR WARRANTY MADE BY ICE, ITS AFFILIATES OR THE SUBSCRIBER’S FCM IN MAKING SUCH DETERMINATION.

b) Subject to Section 6(c) of this Agreement, Subscriber shall indemnify, protect, and hold harmless ICE, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney's fees) resulting from or arising out of any act or omission by any person using the Software Services or Data Services through the Passwords (other than through the fault or negligence of ICE), whether or not Subscriber has authorized such access.

c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d) Notwithstanding the terms of Section 6(a), but subject to Section 6(e), in the event that ICE is determined to be liable to Subscriber for any cause, Subscriber expressly agrees that in entering into this Agreement, ICE’s aggregate liability, for all causes of action, will not exceed ten thousand USD ($10,000). The foregoing limitations shall apply even if the Subscriber’s remedies under this Agreement fail of their essential purpose.

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Page 5 of 15 and actions of any kind. Notwithstanding anything to the contrary herein, ICE’s liability to Subscriber under this Section 6(e) shall not exceed [Two Hundred Fifty Thousand USD ($250,000) in the aggregate, regardless of the number of claims that may be made hereunder. f) ICE represents and warrants that it has all necessary power and authority to execute and perform

this Agreement, and this Agreement is its legal, valid and binding agreement, enforceable against ICE in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally.

7) CONFIDENTIALITY.

a) Any and all non-public information in any form obtained by either party or its employees arising out of or related to the provision or use of the Software Services or the Data Services, including but not limited to trade secrets, processes, computer software and other proprietary data, research, information or documentation related thereto and the Exchange Data, shall be deemed to be confidential and proprietary information. Each party agrees to hold such information in strict confidence and not to disclose such information to third parties (other than to its employees, its affiliates and their employees or its agents) or to use such information for any purpose whatsoev-er othwhatsoev-er than as contemplated by the Twhatsoev-erms and to advise each of its employees, affiliates and agents who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential in accordance with this Section 7.

b) The restrictions in Section 7(a) shall not apply to information which: (i) is in or becomes part of the public domain other than by disclosure by such party in violation of this Agreement; (ii) is known to or obtained by such party previously without an obligation of confidentiality; (iii) is indepen-dently developed by such party without use of or reference to the other party’s confidential information; (iv) is required to be disclosed by applicable law or regulation (including without limitation, tax laws or regulations), or pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction; or (v) is provided pursuant to the terms of any broker incentive program as offered by any Exchange..

c) In the event that ICE receives a subpoena, data request, or order of a court in any private party litigation requesting confidential information of Subscriber, ICE will promptly notify Subscriber of such requirement or request to the extent it is legally permitted to do so.

8) NOTICES. All notices delivered with respect to this Agreement shall be in writing and either (i) hand delivered or forwarded by registered or certified mail; or (ii) sent via email, in either case to the relevant address provided by a party for such purpose.

9) NO THIRD-PARTY BENEFICIARY. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not a party to this Agreement or imposing any obligations on ICE or Subscriber with respect to persons not a party to this Agreement.

10) FORCE MAJEURE. Neither ICE nor Subscriber shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, power failure or any other cause beyond its reasonable control.

11) WAIVER. No waiver by either party of any default by the other in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character.

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Page 6 of 15 of any such assignment by Subscriber, the assignee agrees in writing to assume the assignor’s obligations under, and to be bound by the provisions of, this Agreement (as it may be amended from time to time), and (B) ICE may assign all or part of its rights and obligations under this Agreement to any entity (i) controlling, controlled by, or under common control with ICE, or (ii) which succeeds to all or substantially all of the assets and business of ICE, provided that, in the case of any such assignment by ICE, the assignee agrees in writing to assume the obligations under, and to be bound by the provisions of, this Agreement that have been assigned. On the effective date of any valid assignment pursuant to this Section 12, the assignor shall be released from all obligations and liabilities arising under this Agreement or, in case of a partial assignment by ICE, from all obligations and liabilities arising from the parts of this Agreement that have been assigned. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns in accordance with its terms.

13) GOVERNING LAW. Unless otherwise specified in an annex, this Agreement is deemed entered into in New York, New York and shall be governed and construed in all respects by the laws of the State of New York, without giving effect to principles of conflict of law.

14) DISPUTE RESOLUTION. Unless otherwise specified in an annex, any dispute, claim or controversy between the parties relating to this Agreement shall be resolved through binding arbitration conducted in accordance with the Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted in New York, New York or at such other location as may be agreed to by the parties and the arbitrators. For the avoidance of doubt, this arbitration clause only applies to ICE and the Subscriber and does not apply to any disputes arising between Subscribers with respect to the Software Services or Data Services or any other disputes between parties other than ICE and the Subscriber. Notwithstanding the foregoing, each party acknowledges that a breach of this Agreement may cause the other party irreparable injury and damage and therefore may be enjoined through injunctive proceedings in addition to any other rights and remedies which may be available to such other party at law or in equity, and each party hereby consents to the jurisdiction of any federal or state courts located in New York, New York with respect to any such action. The parties expressly waive their right to trial by jury in any such action. For the avoidance of doubt, this Section 14 shall not apply to any dispute between Subscriber and (a) ICE Futures U.S., Inc., (b) ICE Futures Europe, (c) ICE Futures Canada, Inc., (d) ICE Swap Trade, LLC, (e) Creditex, LLC, (f) Creditex Brokerage, LLP, (g) ICE Clear Europe Limited, (h) Creditex Securities Corporation; (i) ICE Futures Singapore Pte. Ltd., or (h) any other exchange, trading venue (including, without limitation, an over-the-counter market), or clearing house, which dispute shall instead be governed by and conducted in accordance with the rules of such exchange, trading venue or clearinghouse, as applicable.

15) HEADINGS. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

16) SEVERABILITY AND ENTIRE AGREEMENT. If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. This Agreement and the Terms supersede all negotiations, agreements and understandings among the parties with respect to the subject matter hereof and constitute the entire agreement between the parties with respect thereto.

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Page 7 of 15 Date: __________________, 20__

ICE Data, LP

By: ICE Data Management Group, LLC ____________

its general partner Full Legal Name of Subscriber

5660 New Northside Drive, 3rd Floor Address:

Atlanta, Georgia 30328, USA

Signature: __________________________ Signature:

Name: Lynn C. Martin Address:

Title: President

Signature:

Name: Title:

Subscriber Administrator for the Software Services and Data Services:

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ANNEX A – ICE CHAT TERMS AND CONDITIONS

Where the Subscriber utilizes ICE Chat the following terms shall be incorporated into and form part of the ICE Data Services and Software Services Agreement (the "Agreement") and, in the event of conflict with any other terms of the Agreement, shall prevail over such terms.

1. Functionality. ICE Chat is an instant messaging service and software made available by ICE for use by the financial and derivatives industry and physical commodities markets industry. ICE Chat integrates with other instant messaging services.

2. Fees. ICE may charge Subscriber for certain ICE Chat services, and at the request of Subscriber, a schedule of the relevant charges and/or fees will be provided by ICE;

3. Regulatory and Other Matters. All transactions negotiated or conducted utilizing ICE Chat will be settled directly between Subscriber and the relevant counterparty in accordance with any separate agreements between Subscriber and such counterparty. ICE Chat is not (i) a multilateral trade execution facility and does not function as a trading facility within the meaning of Section 1a (33) of the CEA, (ii) a broker-dealer, exchange or alternative trading system for purposes of the Securities Exchange Act of 1934, as amended, or (iii) any entity or person in any jurisdiction outside of the United States of America having qualifications similar to the qualifications referenced in Sections 3(i) and (ii) of this Annex.

4. Subscriber’s Agreements and Covenants.

a) Subscriber shall not utilize ICE Chat for the trading, sale, purchase, disposition or promotion of securities (as defined in Section 2(1) of the Securities Act of 1933, as amended), or exchange-traded options or futures (“contracts of sale of a commodity for future delivery”, as regulated by the Commodity Futures Trading Commission under the CEA), and Subscriber agrees not to participate in any securities or exchange-traded options or futures transaction using ICE Chat. Notwithstanding the foregoing, ICE Chat may be utilized by Subscriber to negotiate off-exchange trades of futures, subject to Subscriber’s compliance with applicable law and the rules of any applicable exchanges and clearing houses.

b) Subscriber shall not utilize ICE Chat to post or distribute any content that contains explicit or graphic descriptions or accounts of sexual acts or that is threatening, abusive, harassing, defamatory, libelous, deceptive, racist, fraudulent, invasive of another person’s privacy, tortious or that contains unsubstantiated rumors or intentional misrepresentations. Subscriber shall not post or distribute any content via ICE Chat unless Subscriber owns such content or otherwise has obtained the right to post or distribute such content. Subscriber shall not transmit junk mail, chain letters spam or unsolicited mailings via ICE Chat and shall not use ICE Chat to transmit instructions regarding illegal activities.

c) Subscriber acknowledges and agrees that ICE does not monitor the content posted or distributed via ICE Chat, and Subscriber is solely responsible for verifying the accuracy of all third-party content posted or distributed via ICE Chat.

d) If Subscriber becomes aware of any violation of these ICE Chat terms and conditions by a third party, Subscriber shall notify ICE.

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Page 9 of 15 CONSEQUENCES OF POSTING OR DISTRIBUTING ANY PERSONAL OR OTHER INFORMATION VIA ICE CHAT.

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ANNEX B – ICE OPTIONS ANALYTICS TERMS AND CONDITIONS

Where the Subscriber utilizes ICE Options Analytics the following terms shall be incorporated into and form part of the ICE Data Services and Software Services Agreement (the "Agreement") and, in the event of conflict with any other terms of the Agreement, shall prevail over such terms.

1. ICE Options Analytics Functionality and Description. ICE Options Analytics is an options pricing and risk management system that integrates with other ICE provided Software Services, such as WebICE and ICE Chat, to provide option valuations for price quotes on the electronic screen or by individual contacts over instant messenger. For the purposes of this Annex B, ICE Options Analytics includes all associated computer software, media and printed materials, to include any online or electronic documentation, provided by ICE, as well as any information relating to Subscriber’s transactions and position details imported into ICE Options Analytics by Subscriber or a third party on Subscriber’s behalf.

2. Fees. ICE may charge Subscriber for certain ICE Options Analytics services, and at the request of Subscriber, a schedule of the relevant charges and/or fees will be provided by ICE.

3. Subject to ICE’s prior written consent, Subscriber may engage the services of a third-party software developer or other service provider (“TSP”) in order to develop an interface product (the “Interface Product”) for the purpose of integrating ICE Options Analytics to Subscriber’s internal systems (the “Integration Work”). A TSP working on the Subscriber’s behalf may be provided with the use of ICE Options Analytics for the sole purpose of performing the Integration Work as necessary to develop the Interface Product, provided that prior to the commencement of any Integration Work, Subscriber shall inform the TSP and the TSP shall agree in writing, of which both Subscriber and ICE are named beneficiaries, that (i) all elements of ICE Options Analytics shall be treated as “Confidential Information” pursuant to terms substantially similar to those of Section 7 of this Agreement; (ii) the TSP shall use ICE Options Analytics only as necessary to perform the Integration Work; and (iii) the TSP shall have no right to use ICE Options Analytics, the Integration Work, or any components thereof for any purpose other than in connection with developing the Interface Product. To the extent that Subscriber shall use a TSP to develop the Interface Product, Subscriber agrees that it shall remain entirely responsible for the acts and omissions of the TSP, as if such acts or omissions were Subscriber’s own. Subscriber further agrees that ICE shall not be liable to Subscriber for any failures of ICE Options Analytics or the Interface Product caused, in whole or in part, by any Integration Work performed by the TSP. 4. Subscriber expressly understand, acknowledges and agrees that Subscriber’s use of any and all

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Page 11 of 15 acknowledge that a breach of the terms of this section will give rise to irreparable injury to ICE that cannot be adequately compensated for in money damages. Accordingly, Subscriber agrees that ICE shall be entitled to injunctive relief against any breach or threatened breach of this section in addition to any other legal remedies that may be available to ICE.

5. ICE OPTIONS ANALYTICS IS INTENDED AS AN AID FOR DETERMINING VALUES ON VARIOUS FINANCIAL INSTRUMENTS, INCLUDING BUT NOT LIMITED TO, FUTURES, SWAPS, OPTIONS AND OTHER DERIVATIVES (COLLECTIVELY, THE “INSTRUMENTS”) AND FOR REPORTING VARIOUS RISKS ASSOCIATED WITH TRADING SUCH INSTRUMENTS. SUBSCRIBER UNDERSTANDS AND ACKNOWLEDGES THAT SUCH ACTIVITIES ARE INHERENTLY RISKY, AND THAT ICE OPTIONS ANALYTICS MAY CONTAIN OR PRODUCE ERRORS THAT COULD MISREPRESENT RISK EVALUATIONS OR INSTRUMENT VALUATIONS. IN NO EVENT SHALL ICE OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES RESULTING FROM ANY TRADING OR RELATED ACTIVITY.

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ANNEX C – ADDITIONAL TERMS RELATING TO EU AND SINGAPORE SUBSCRIBERS

Where the Subscriber is incorporated in any member state of the European Union (an “EU Subscriber”) or Singapore (a “Singapore Subscriber”), the following terms shall be incorporated into and form part of the ICE Data Services and Software Services Agreement (the “Agreement”) and, in the event of conflict with any other terms of the Agreement, shall prevail over such terms. Where any other Subscriber transfers Personal Data to the Exchange relating to a person located in the European Union (an “EU

Subject”) or Singapore (a “Singapore Subject”), section I of this section only shall also apply.

I. DATA PROTECTION

A ICE shall be entitled to Process any Personal Data provided to it by Subscriber for the purpose of exercising any rights ICE has under this Agreement, including Processing required to comply with ICE’s legal and regulatory obligations. ICE shall have a right to collect and use Personal Data for the purposes of providing the Data Services and use of the Software Services (including training and support), administering and improving the Data Services and Software Services, marketing of ICE products and/or services and to meet legal and regulatory requirements.

B ICE agrees that it will:

(1) Keep all Personal Data confidential only insofar as this is required under this Agreement;

(2) Ensure that access to Personal Data shall only be provided to those of its employees, affiliates or service providers who need access to such data for the performance of their duties for the purposes set out in clause I. A. ICE will ensure that any such transfers of Personal Data to third party service providers will be subject to contractual requirements to safeguard Personal Data equivalent to those set out in this clause B;

(3) Take adequate technical and organizational security measures to safeguard Personal Data against unauthorized access, destruction, disclosure, transfer, or other improper use;

(4) Provide access to Subscriber to the Personal Data which have been provided by Subscriber, to enable Subscriber to provide relevant Data Subjects with access to such Personal Data. ICE shall refer relevant Data Subjects requesting access to their Personal Data to Subscriber and shall also, at the request of Subscriber, amend, correct, delete or add to Personal Data that have been supplied by Subscriber to ensure that such Personal Data are accurate and complete;

(5) As soon as reasonably practicable cease processing any Personal Data where it received notice from Subscriber that consent to Processing has been revoked by a Data Subject;

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Page 13 of 15 (7) Co-operate with Subscriber in responding to any inquiry, complaint or claim from a Supervisory Authority or any Data Subject relating to the Processing of Personal Data provided by Subscriber;

(8) Comply with all reasonable instructions of Subscriber to ensure ICE’s compliance with its obligations under this clause B; and

(9) Make reasonable periodic inquiries into its compliance with its obligations under this clause B.

C To the extent that ICE is a Processor and/or Data Intermediary in respect of such Personal Data, ICE shall Process such Personal Data provided to it by Subscriber in accordance with any reasonable instructions of Subscriber, which instructions shall permit the Processing of such Personal Data for the purposes set out in clause A.

D In relation to all Personal Data provided by it to ICE, Subscriber shall ensure that:

(1) where consent is required, all relevant Data Subjects have consented (in the appropriate manner) to their Personal Data being disclosed to ICE for Processing in accordance with this Agreement, including any onward transfer to a jurisdiction outside the European Economic Area or Singapore, as applicable, by either ICE or any relevant third party;

(2) the disclosure of Personal Data by Subscriber to ICE will be in each case and in all respects lawful;

(3) notice of the disclosure of their Personal Data to ICE for Processing in accordance with this Agreement will be provided to all relevant Data Subjects prior to any such disclosure;

(4) Subscriber complies with, and represents and warrants that it has complied with, the Data Protection Directive (as implemented in the relevant member state) in the case of an EU Subscriber or concerning an EU Subject, and/or the PDPA, in the case of a Singapore Subscriber or concerning a Singapore Subject, and all applicable data protection legislation and regulations (the "Data Protection Laws") in relation to the use of the Software Services and use of the Data Services by Subscriber and its Authorized Agents;

(5) it shall not, by any act or omission, put ICE or any of its affiliates or subsidiaries in breach of any of the Data Protection Laws;

(6) it has informed its Authorized Agents that ICE may process their Personal Data for the purposes set forth in clause I.A of this Annex C, and if requested by ICE, provide evidence it has informed its Authorized Agents of such fact; and

(7) it shall do and execute, or arrange to be done and executed, each act, document and thing necessary or desirable in order to comply with this clause D.

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Page 14 of 15 (1) the terms “Data Intermediary”, “Processor”, “Process(ing)” and “Personal

Data” each have the meaning given to such terms in the Data Protection Directive or the

PDPA as the context so requires;

(2) the term “Data Subject(s)” shall mean an individual who is the subject of Personal Data;

(3) the term “Supervisory Authority” shall mean the data protection authority in the applicable European state or the Personal Data Protection Commission of Singapore, as the context so requires;

(4) the term “Data Protection Directive” shall mean Directive 95/46 EC and includes any relevant implementing measure in each relevant European state; and (5) the term “PDPA” shall mean the Personal Data Protection Act 2012 (Act 26 of 2012).

II. GOVERNING LAW

A. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed in all respects by, and construed in accordance with the laws of England. III. ARBITRATION

A. Any dispute, difference, controversy or claim (of any and every kind or type, whether based on contract, tort, statute, regulation, or otherwise) arising out of, in relation to, or in connection with this Agreement, including any dispute as to the existence, construction, validity, interpretation, enforceability, termination or breach of this Agreement (“Dispute”) shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (“LCIA”)’s rules (“LCIA Rules”), which LCIA Rules are deemed to be incorporated into this Clause III. In the event of a conflict between any provision of the LCIA Rules and this Clause III, this Clause III shall prevail. Any provision of the LCIA Rules relating to the nationality of an arbitrator shall to that extent not apply. For purposes of this Clause III, the term “Other Subscriber” means a person other than ICE that is party to an ICE Data Services and Software Services Agreement in the same or substantially the same form as this Agreement. For the avoidance of doubt, this Clause III shall not apply to any dispute between the Participant and (1) ICE Futures U.S., Inc., (2) ICE Futures Europe, (3) ICE Futures Canada, Inc., (4) ICE Swap Trade, LLC, (5) Creditex, LLC, (6) Creditex Brokerage, LLP, (7) ICE Clear Europe Limited, or (8) any other exchange, trading venue (including, without limitation, an over-the-counter market), or clearing house, which dispute shall instead be governed by and conducted in accordance with the rules of such exchange, trading venue or clearing house, as applicable.

B. The seat of arbitration will be London and the language of the arbitration proceedings shall be English.

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Page 15 of 15 of any Other Subscriber, current or former employees of ICE, or any person or persons with a material interest or conflict of interest in the outcome of the Dispute.

D. The award of the arbitral tribunal will be final and binding on ICE and the Subscriber from the day it is made. Judgment upon the award may be entered or the award enforced through any other procedure in any court of competent jurisdiction.

E. The provisions of this Clause III may not be varied by the Subscriber save where it and ICE agree in express written terms.

F. If the Subscriber has now or hereafter has a right to claim sovereign immunity from suit or sovereign immunity from enforcement for itself or any of its assets, it shall be deemed to have waived any such immunity to the fullest extent permitted by any applicable national, federal, supranational, state, regional, provincial, local or other statute, law, ordinance, regulation, rule, code, guidance, order, published practice or concession, judgment or decision of a governmental authority. Such waiver shall apply in respect of any immunity from:

1. any proceedings commenced pursuant to this Clause III;

2. any judicial, administrative or other proceedings to aid an arbitration commenced pursuant to this Clause III; and

3. any effort to confirm, enforce or execute any decision, settlement, award, judgment, service of process, execution order or attachment (including pre-judgment attachment) that results from any judicial or administrative proceedings commenced pursuant to this Clause III.

K. The rights and obligations of the Subscriber under this Agreement are of a commercial and not a governmental nature.

L. Subscriber shall not raise or in any way whatsoever assert a defence of sovereign immunity in relation to any claim or enforcement proceedings arising from a Dispute under this Agreement.

IV. THIRD PARTY RIGHTS

A. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Third Parties Act.