EXHIBIT 3
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") is executed by the
undersigned shareholders who hold, on the date hereof, at least sixty-seven
percent (67%) of the shares of Common Stock, $.01 par value, of TradeStation
Group, Inc. that are subject to the terms of the Voting Trust Agreement, dated
as of January 19, 2000, by and among the WRCF-I 1997 Limited Partnership, a
Texas limited partnership, WRCF-II 1997 Limited Partnership, a Texas limited
partnership, RLCF-I 1997 Limited Partnership, a Texas limited partnership,
RLCF-II 1997 Limited Partnership, a Texas limited partnership, Xxxxxx X. Xxxxx,
Xxxxxx X. Xxxxx Family Limited Partnership, a Florida limited partnership,
Tafazzoli Family Limited Partnership, a Florida limited partnership, Zum Tobel
Family Limited Partnership, a Florida limited partnership, Xxxxx X. Xxxxxxxxx,
Xxxxxxxx X. Xxxxxxx and Xxxx X. Xxxxx, as voting trustee (the "Voting Trust
Agreement").
The parties hereto hereby agree and declare, pursuant to Section 15(c) of
the Voting Trust Agreement, that the voting trust created under the Voting Trust
Agreement is dissolved effective on April 30, 2002 and the parties hereto are
concurrently with the execution of this Termination Agreement delivering a fully
executed original hereof to Xxxx X. Xxxxx, Voting Trustee.
RLCF-I 1997 Limited Partnership WRCF-I 1997 Limited Partnership
By: RLCF-I GP, Inc., the general partner By: WRCF-I GP, Inc., the general partner
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxx X. Xxxx, President Xxxxxxx X. Xxxx, President
RLCF-II 1997 Limited Partnership WRCF-II 1997 Limited Partnership
By: RLCF-II GP, LLC, the general partner By: WRCF-II GP, LLC, the general partner
By: RLCF-II Manager, Inc., By: WRCF-II Manager, Inc.,
the managing member the managing member
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxx X. Xxxx, President Xxxxxxx X. Xxxx, President
Tafazzoli Family Limited Partnership
By: PMA Corp., the general partner
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, President