Common use of PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS ( Clause in Contracts

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. PAIB"): 1. SLK shall perform a computation for PAIB assets ("PAIB Reserve Computation") of Broker in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debit balances by 3% under the alternative method shall not apply; and C. Neither Note E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to item 10 of Rule 15c3-3a regarding securities concentration charges shall be applicable to the PAIB reserve computation. 2. The PAIB reserve computation shall include all proprietary accounts of Broker. All PAIB assets shall be kept separate and distinct from customer assets under the customer reserve formula in Rule 15c3-3. 3. The PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as define d in the customer reserve formula shall be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. If the PAIB reserve computation results in a deposit requirement, the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 6. Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority in writing (with a copy sent to SLK upon request) that it has entered into this PAIB Agreement. 7. Commissions receivable and other receivables of Broker from SLK (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an the books and records of Broker and as payables on the books of SLK. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of Archipelago, L.L.C., regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***]

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. PAIB"): 1. SLK shall perform a computation for PAIB assets ("PAIB Reserve Computation") of Broker in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debit balances by 3% under the alternative method shall not apply; and C. Neither Note E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to item 10 of Rule 15c3-3a regarding securities concentration charges shall be applicable to the PAIB reserve computation. 2. The PAIB reserve computation shall include all proprietary accounts of Broker. All PAIB assets shall be kept separate and distinct from customer assets under the customer reserve formula in Rule 15c3-3. 3. The PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as define d in the customer reserve formula shall be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. If the PAIB reserve computation results in a deposit requirement, the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 6. Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority in writing (with a copy sent to SLK upon request) that it has entered into this PAIB Agreement. 7. Commissions receivable and other receivables of Broker from SLK (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an the books and records of Broker and as payables on the books of SLK. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of ArchipelagoGlobeNet Securities, L.L.C., Inc. regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***]

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. AND DEALERS (PAIB"): ) Pershing shall establish a separate reserve account for proprietary assets held by Broker so that Broker can treat these assets as allowable assets under SEC Rule 15c3-1. SLK shall Pershing agrees to perform the required computation on behalf of Broker in accordance with the following provisions, procedures, and interpretations set forth in the SEC’s No-Action Letter regarding Proprietary Accounts of Introducing Brokers and Dealers (PAIB) dated November 3, 1998: 20.1 Pershing will perform a separate computation for PAIB assets ("PAIB Reserve Computation"reserve computation) of Broker in accordance with the customer reserve computation set forth in SEC Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may will not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c315c3-3a 3a, which reduces debit balances by 1% one percent under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule Rule 15c3-1, which reduces debit balances by 3% three percent under the alternative method shall will not apply; and C. Neither Note E(1E(I) to Rule 15c3-3a nor NYSE Interpretation /04 to item Item 10 of Rule 15c3-3a regarding securities concentration charges shall be is applicable to the PAIB reserve computation. 2. The 20.2 PAIB reserve computation shall will include all the proprietary accounts of Broker. All PAIB assets shall will be kept separate and distinct from customer assets under the customer reserve formula computation set forth in SEC Rule 15c3-3. 3. The 20.3 PAIB reserve computation shall will be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall 20.4 Pershing will establish and maintain a separate "“Special Reserve Account for the Exclusive Benefit of PAIB Customers" ” with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 3(f) ("PAIB Reserve Account"). Cash and/or qualified securities as define d defined in the customer reserve formula shall Rule will be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. 20.5 If the PAIB reserve computation results in a deposit requirement, the requirement may can be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall cannot be satisfied with excess debits from the PAIB reserve computation. 6. 20.6 Within two business days of entering into this PAIB Agreement, Broker shall must notify its designated examining authority (DEA) in writing (with a copy sent to SLK upon request) that it has entered into this a PAIB Agreementagreement with its clearing broker-dealer. 720.7 Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, Pershing will immediately notify its DEA and the SEC. Commissions Unless a corrective plan is found to be acceptable by the SEC and the DEA, Pershing will provide written notification within five business days of the date of discovery to Broker that PAIB assets held by Pershing will not be deemed allowable assets for net capital purposes. 20.8 To the extent applicable, commissions receivable and other receivables of Broker from SLK Pershing (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an on the books and records of the Broker and as payables on the books of SLKPershing. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of Archipelago, L.L.C., regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***]

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. ["PAIB"):]: The parties agree to the following conditions and provisions as set forth in the SEC No-Action Letter, dated November 3, 1998, relating to the net capital treatment of assets in the proprietary account of an introducing broker ("PAIB") and to permit Broker to use PAIB assets in its Net Capital Computations. 1. SLK shall perform a computation for PAIB assets ("PAIB Reserve Computation") of Broker in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c315c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debit balances by 3% under the alternative method shall not apply; and C. Neither Note E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to item 10 of Rule 15c3-3a regarding securities concentration charges shall be applicable to the PAIB reserve computation. 2. The PAIB reserve computation shall include all proprietary accounts of Broker. All PAIB assets shall be kept separate and distinct from customer assets under the customer reserve formula in Rule 15c3-3. 3. The PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph Paragraph (f) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as define d defined in the customer reserve formula shall be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. If the PAIB reserve computation results in a deposit requirement, the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 6. Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority in writing (with a copy sent to SLK upon request) that it has entered into this PAIB Agreement. 7. Commissions receivable and other receivables of Broker from SLK (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an on the books and records of Broker and as payables on the books of SLK. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation. 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Introducing Brokers that PAIB assets hold held by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However However, if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations Interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of Archipelago, L.L.C., regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***].

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. AND DEALERS (PAIB") Pershing shall establish a separate reserve account for proprietary assets held by Broker so that Broker can treat these assets as allowable assets under SEC Rule 15c3-1. Pershing agrees to perform the required computation on behalf of Broker in accordance with the following provisions, procedures, and interpretations set forth in the SEC’s No-Action Letter regarding Proprietary Accounts of Introducing Brokers and Dealers (PAIB) dated November 3, 1998 (the “No-Action Letter”): 1. SLK shall 21.1 Pershing will perform a separate computation for PAIB assets ("PAIB Reserve Computation"reserve computation) of Broker in accordance with the customer reserve computation set forth in SEC Rule 15c3-3 ("customer reserve formula") with the following modifications: A. a. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may will not be included as a credit in the PAIB reserve computation; B. b. Note E(3) to Rule 1 5c315c3-3a 3a, which reduces debit balances by 1% one percent under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule Rule 15c3-1, which reduces debit balances by 3% three percent under the alternative method shall method, will not apply; and C. c. Neither Note E(1E(I) to Rule 15c3-3a nor NYSE Interpretation /04 to item Item 10 of Rule 15c3-3a regarding securities concentration charges shall be is applicable to the PAIB reserve computation.. Pg. 23 2. The 21.2 PAIB reserve computation shall will include all the proprietary accounts of Broker. All PAIB assets shall will be kept separate and distinct from customer assets under the customer reserve formula computation set forth in SEC Rule 15c3-3. 3. The 21.3 PAIB reserve computation shall will be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall 21.4 Pershing will establish and maintain a separate "“Special Reserve Account for the Exclusive Benefit of PAIB Customers" ” with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 3(f) ("PAIB Reserve Account"). Cash and/or qualified securities as define d defined in the customer reserve formula shall Rule will be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. 21.5 If the PAIB reserve computation results in a deposit requirement, the requirement may can be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall cannot be satisfied with excess debits from the PAIB reserve computation. 6. 21.6 Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority (“DEA”) in writing (with a copy sent to SLK upon request) that it has entered into this a PAIB Agreementagreement with its clearing broker-dealer. 721.7 Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, Pershing will immediately notify its DEA and the SEC by facsimile or telegram. Commissions Unless a corrective plan is found to be acceptable by the SEC and the DEA, Pershing will provide written notification within five business days of the date of discovery to Broker that PAIB assets held by Pershing will not be deemed allowable assets for net capital purposes. The letter will also state that if the Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which notification was made to transfer all PAIB assets to another clearing broker. However, if the deposit deficiency is remedied before that time at which Broker must transfer its PAIB assets to another clearing broker, the Broker may choose to keep its assets at Pershing. 21.8 To the extent applicable, commissions receivable and other receivables of Broker from SLK Pershing (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an on the books and records of the Broker and as payables on the books of SLKPershing. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. 21.9 The parties shall adhere to the terms of the No-Action letterLetter, including the interpretations interpretation set forthforth therein, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of Archipelago, L.L.C., regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***].

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. PAIB"): 1. SLK shall perform a computation for PAIB assets ("PAIB Reserve Computation") of Broker in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debit balances by 3% under the alternative method shall not apply; and C. Neither Note E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to item 10 of Rule 15c3-3a regarding securities concentration charges shall be applicable to the PAIB reserve computation. 2. The PAIB reserve computation shall include all proprietary accounts of Broker. All PAIB assets shall be kept separate and distinct from customer assets under the customer reserve formula in Rule 15c3-3. 3. The PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as define d in the customer reserve formula shall be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. If the PAIB reserve computation results in a deposit requirement, the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 6. Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority in writing (with a copy sent to SLK upon request) that it has entered into this PAIB Agreement. 7. Commissions receivable and other receivables of Broker from SLK (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an the books and records of Broker and as payables on the books of SLK. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of Archipelago, L.L.C., regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. ] "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***].

PROPRIETARY ACCOUNTS OF INTRODUCING BROKERS (. PAIB"): 1. SLK shall perform a computation for PAIB assets ("PAIB Reserve Computation") of Broker in accordance with the customer reserve computation set forth in Rule 15c3-3 ("customer reserve formula") with the following modifications: A. Any credit (including a credit applied to reduce a debit) that is included in the customer reserve formula may not be included as a credit in the PAIB reserve computation; B. Note E(3) to Rule 1 5c3-3a which reduces debit balances by 1% under the basic method and subparagraph (a)(1)(ii)(A) of the net capital rule which reduces debit balances by 3% under the alternative method shall not apply; and C. Neither Note E(1) to Rule 15c3-3a nor NYSE Interpretation /04 to item 10 of Rule 15c3-3a regarding securities concentration charges shall be applicable to the PAIB reserve computation. 2. The PAIB reserve computation shall include all proprietary accounts of Broker. All PAIB assets shall be kept separate and distinct from customer assets under the customer reserve formula in Rule 15c3-3. 3. The PAIB reserve computation shall be prepared within the same time frames as those prescribed by Rule 15c3-3 for the customer reserve formula. 4. SLK shall establish and maintain a separate "Special Reserve Account for the Exclusive Benefit of Customers" with a bank in conformity with the standards of paragraph (f) of Rule 15c3-3 ("PAIB Reserve Account"). Cash and/or qualified securities as define d in the customer reserve formula shall be maintained in the PAIB Reserve Account in an amount equal to the PAIB reserve requirement. 5. If the PAIB reserve computation results in a deposit requirement, the requirement may be satisfied to the extent of any excess debit in the customer reserve formula of the same date. However, a deposit requirement resulting from the customer reserve formula shall not be satisfied with excess debits from the PAIB reserve computation. 6. Within two business days of entering into this PAIB Agreement, Broker shall notify its designated examining authority in writing (with a copy sent to SLK upon request) that it has entered into this PAIB Agreement. 7. Commissions receivable and other receivables of Broker from SLK (excluding clearing deposits) that are otherwise allowable assets under the net capital rule are not to be included in the PAIB reserve computation, provided the amounts have been clearly identified as receivables an the books and records of Broker and as payables on the books of SLK. 8. If Broker is a guaranteed subsidiary of SLK or if Broker guarantees SLK (i.e., guarantees all liabilities and obligations) then the proprietary accounts of Broker shall be excluded from the PAIB Reserve Computation 9. Upon discovery that any deposit made to the PAIB Reserve Account did not satisfy its deposit requirement, SLK shall by facsimile or telegram immediately notify its designated examining authority and the Securities and Exchange Commission ("Commission"). Unless a corrective plan is found acceptable by the Commission and the designated examining authority, SLK shall provide written notification within 5 business days of the date of discovery to introducing Brokers that PAIB assets hold by SLK shall not be deemed allowable assets for net capital purposes. The notification shall also state that if Broker wishes to continue to count its PAIB assets as allowable, it has until the last business day of the month following the month in which the notification was made to transfer all PAIB assets to another clearing broker. However if the deposit deficiency is remedied before the time at which Broker must transfer its PAIB assets to another clearing broker, Broker may choose to keep its assets at SLK. 10. The parties shall adhere to the terms of the No-Action letter, including the interpretations set forth, in all respects. Spear, Leeds & Xxxxxxx, X.X. ("SLK") will charge $[***] per ticket of each trade in Equity Securities it clears on behalf of ArchipelagoGlobeNet Securities, L.L.C., Inc. regardless of size. This charge is inclusive of [***], but is not inclusive of [***]. ] "Per ticket" is defined as either the buy or the sell side of each trade executed. There will be two tickets for each individual execution, for a total charge of $[***] per execution. DVP Rate for Direct Institutional Customers: SLK will charge $[***] per ticket. Required Clearing Deposit: $[***]